Legal

END USER LICENCE AGREEMENT

Version 3.7 — Last updated: 2026-10-21

1. ABOUT THESE TERMS

These terms and conditions, together with any other documents, terms, conditions, or policies that are incorporated by reference (collectively, the "Terms") apply to and govern your use of and access to all websites, products, and services owned, operated, sold, managed, maintained, or otherwise provided by CaseMed Inc. ("CaseMed", also referred to as "we", "us", and "our"), including our website (casemed.app) and all related and associated subdomains (collectively, the "Website"), the CaseMed platform (the "Platform"), and any other website, documents, applications, instruments, software, hardware, products, or services that contain a link or direction to these Terms (together, the "Services").

These Terms constitute a legal agreement and are entered into by and between CaseMed and any person accessing, using, purchasing, engaging, or otherwise interacting with ("Using" or "Use") any of the Services and the Platform, including current or potential clients, account holders, account administrators, and any other individuals browsing or viewing the Services ("you", "your", or "User").

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES TO ENSURE YOU UNDERSTAND YOUR RIGHTS, RESPONSIBILITIES, AND OBLIGATIONS. By Using the Services, you accept and agree to be bound by and comply with these Terms. If you do not agree with these Terms, you may choose not to Use the Services.

In addition to these Terms, we may ask you to agree to other policies, such as our Privacy Policy, before Using some of the Services. Special terms may also apply to some products, services, or features offered by, under, or in conjunction with certain Services. These special terms are posted in connection with the applicable product, service, or feature. Any such terms are in addition to these Terms, and in the event of a conflict, shall prevail over these Terms except as otherwise explicitly stated herein.

The Services are not intended for Use by minors. You must have reached the age of majority in the jurisdiction you declare at registration to Use the Services.

CaseMed may update or modify these Terms from time to time. Non-material updates (corrections that do not change your rights or obligations) take effect when posted. Material changes take effect thirty (30) days after we notify you by email or in-app notice, as described in Section 19; changes to the purposes for which your voice data is used, or to retention periods, are made only through a new version of the Data Processing Consent and require your fresh consent. Your continued Use of the Services after a change takes effect means that you accept it. If you have any questions, comments, or concerns about these Terms, or wish to terminate your agreement with us pursuant to these Terms, please contact us at legal@casemed.app.

2. SERVICES AGREEMENTS

The Services are made available either (a) to an Organization under a services agreement between CaseMed and a subscribing institution, organization, or other entity (the "Services Agreement" and the "Organization"), in which case the Organization's Administrators and End Users are Users under these Terms, or (b) to an Individual Subscriber under Schedule B to these Terms. These Terms apply to every User. Where the Client is an Organization, the Services Agreement governs the commercial relationship between CaseMed and the Organization, including fees and terms for payment, and is separate from these Terms; the Organization is responsible for authorizing access and for the accuracy of the Administrative Information it supplies, and nothing in a Services Agreement reduces your obligations under these Terms. Defined terms used in these Terms and not defined where they first appear have the meanings given in Schedule A.

3. USE OF THE SERVICES

As a condition of your Use of the Services, you agree that you may Use the Services only for lawful purposes and in accordance with these Terms.

The content contained in, on, or in conjunction with Services, such as text, graphics, images, audio, video, documentation, guidance, feedback or other simulation outputs, and other material, as well as the trademarks (whether registered or unregistered), trade names, service marks, patents, designs, domain names, taglines, organization of the Website, and user look-and-feel (collectively, the "Content"), but excluding Platform Data that is personal information relating to you, which Section 10 governs, is protected by copyright, trademark, patent, industrial design, and other such laws in Canada and other foreign countries, as applicable, and is owned and controlled by CaseMed or by third parties that have licensed their Content to CaseMed. Unauthorized Use of the Content may violate copyright, trademark, patent, industrial design, and other laws.

The trademarks, trade names, business names, logos, and service marks (the "Marks") displayed on the Services or with the Content are owned by CaseMed or third parties that have licensed their Marks to CaseMed. You are prohibited from using those Marks without the express, written permission of CaseMed or such third party.

Unless otherwise provided, where a Service is configured to enable the download of particular Content, you may download such Content to any device owned by the User provided that:

• a)you retain all copyright and other proprietary notices contained in the original Content;
• b)you may not sell or modify the Content or copy, reproduce, display, publicly perform, distribute, or otherwise Use the Content in any way for any public or commercial purpose without the prior written permission of CaseMed; and
• c)you may not Use the Content in a manner that suggests an association with any of our products, services, or brands.

You are prohibited from:

• a)Using the Services, the Content, or any portion thereof for any illegal, criminal, fraudulent, or unauthorized purpose;
• b)Using the Services, the Content, or any portion thereof to violate any laws, including but not limited to laws related to privacy and intellectual property rights;
• c)Using the Services, the Content, or any portion thereof to transmit any encrypted files, malware, viruses, bots, or other similar spyware, worm, robotic process automation, or other such malicious or harmful technology;
• d)mirroring, displaying, Using, or otherwise replicating any of the Services, the Content, or any portion thereof, on any server, website, network (including intranet), or any other such location, whether digital, physical, or otherwise, for any purpose without the express written permission of CaseMed; and
• e)attempting to circumvent or otherwise violating or attempting to violate the security of any Service, including, without limitation:
• i.accessing content and data that is not intended for you;
• ii.attempting to breach or breaching the security and/or authentication measures, including any technological protection measures, digital locks, verification tools, or other authentication measures;
• iii.restricting, disrupting, or disabling service to Users, hosts, servers, or networks;
• iv.illicitly reproducing TCP/IP packet header;
• v.manipulating or interfering with the transmission control protocol / internet protocol associated with any of the Services;
• vi.disrupting network services, hosting services, or otherwise disrupting CaseMed's ability to provide or monitor the Services;
• vii.using any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on or in the Services;
• viii.introducing any viruses, trojan horses, worms, spyware, malware, logic bombs, or any other material that is malicious or technologically harmful;
• ix.attacking the Services via a phishing attack, electronic spam, business email compromise, denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing, phishing, spamming, or any other technologically harmful activity;
• x.duplicating, distributing, decompiling, reverse engineering, disassembling, or parsing the Platform or any CaseMed software, hardware, or other technology; and
• xi.otherwise interfering, attempting to interfere with, or damaging the proper working of any of the Services.

If you do any of the prohibited items described in this Section or otherwise identified in these Terms, you will be deemed to violate these Terms and we may immediately suspend or terminate your ability to Use the Services. You are solely and entirely responsible for your Use of the Services via your devices, equipment, internet connection, and data and security environment. If your Use of the Services results in the need for servicing or replacing of devices or equipment or loss of profits or data, CaseMed will not be responsible for those costs.

If you would like information about obtaining CaseMed's permission to Use the Content or Marks, please contact us at legal@casemed.app.

4. ACCOUNTS

Some features of the Services require you to have an account (an "Account"). Accounts are issued either to an Organization's Administrators and End Users under the applicable Services Agreement, which specifies the number and types of Accounts available, or to an Individual Subscriber under Schedule B. An Account is issued to exactly one individual and may not be shared.

You agree to provide true, accurate, current, and complete information about yourself or your entity as prompted by our registration processes (the "Registration Data") and agree to maintain and update that Registration Data for the duration of your Account. You agree not to impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person's username, password, or other Account information, or another person's name, likeness, voice, image, photograph, contact information, or other identifying information. You agree to treat all usernames, passwords, or other Account information as confidential and will not disclose it to any other person or entity.

By creating or using an Account you represent and warrant that: (a) you have reached the age of majority in the province, state, or country you have declared; (b) the jurisdiction (country and province or state) you declare at registration and keep in your Account settings is where you ordinarily reside, and you will update it within thirty (30) days of a change — CaseMed relies on it to apply the law of your jurisdiction, including whether your voice may be recorded, and you accept that consequence, a false declaration being a material breach; (c) you will use the Voice Features only where no other person's voice will be captured, and you will not submit, upload, or speak any information that identifies a real patient or any other person; (d) the Account is for your sole use and you will not share credentials or permit any other person to use it; and (e) you are not subject to sanctions or export restrictions that prohibit your Use of the Services.

You also agree to exercise caution when accessing your Account from a public or shared device or network so that others are not able to view or record your password or other personal or Account information. You understand and agree that any Account provided to you is personal to you and you agree not to provide any other person with access to any Services or portions thereof using your username, password, or other Account information. You agree to notify us immediately of any unauthorized access to or use of your username, password, other Account information, or any other breach of security by emailing us at accounts@casemed.app. You also agree to ensure that you logout from your Account at the end of each session. You are responsible for any password misuse or any unauthorized access.

We may disable, suspend, or terminate your Account and your ability to Use any Service or portion thereof for failure to comply with these Terms, any related terms or policies (including our Privacy Policy), or any special terms related to a particular service or feature.

Please refer to our Privacy Policy for full details on how CaseMed manages your personal information and Account.

5. ADMINISTRATOR RESPONSIBILITIES

Administrators are responsible for managing their Organization’s access to and Use of the Services in accordance with the Services Agreement and these Terms. Without limiting the generality of the foregoing, each Administrator is responsible for:

• a)granting, managing, and revoking End User Accounts, ensuring access is provided only to individuals authorized by the Organization and within the limits of the applicable Services Agreement and these Terms;
• b)uploading Case Information and Assessment Materials (together, "Client Content") to the Platform for use by End Users, and ensuring that all Client Content complies with all applicable laws, does not infringe any third-party rights, and that any content derived from real clinical encounters or patient records has been properly de-identified in accordance with applicable privacy and health information laws before it reaches the Platform;
• c)assigning Client Content to End Users through the Platform;
• d)monitoring End Users’ performance and results through the Platform, to the extent that functionality is made available by CaseMed;
• e)notifying End Users, before their Accounts are activated, that they must accept these Terms and that they will be offered the optional Data Processing Consent, which only they can give or decline;
• f)ensuring that all Client Content and all Administrative Information submitted, uploaded, or transmitted by the Organization or a User to CaseMed, the Platform, or the Services complies with all applicable laws, including laws relating to privacy and the protection of personal health information, and is appropriate and suitable for use in a professional clinical education setting;
• g)handling End User data accessed through the Platform in accordance with applicable privacy law and the Organization’s internal policies, and not using such data for purposes outside the scope of the Organization’s Services Agreement;
• h)promptly revoking access for any End User who is no longer authorized to Use the Services, including upon graduation, departure, or change of role;
• i)complying with, and taking steps to ensure End Users comply with, all applicable laws, regulations, rules, and internal policies of the Organization relating to confidentiality and privacy of personal and health information;
• j)maintaining the security of Administrator credentials and promptly notifying CaseMed of any suspected unauthorized access or compromise; and
• k)complying with any reasonable operational or technical guidance issued by CaseMed from time to time regarding Use of the Platform by the Organization.

Administrators are responsible for ensuring that the End Users within their Organization comply with these Terms. Any breach of these Terms by an End User under an Organization's Account will be deemed a breach by the Organization, and CaseMed reserves the right to suspend or terminate the affected Accounts.

6. PLATFORM LICENSE

Upon your Use of the Platform, CaseMed grants you a non-exclusive, non-sublicensable, non-transferrable, limited right of use to Use the Platform and the Content and documentation that accompany it on a PaaS basis and pursuant to these Terms (the "Right of Use").

Your Right of Use shall be valid for so long as you maintain an Account with CaseMed and is contingent upon (i) where your Account was issued by an Organization, the Organization maintaining a valid Services Agreement with CaseMed and your continued authorization thereunder by the Organization or its Administrator, or (ii) where you are an Individual Subscriber, a current subscription under Schedule B, and in every case upon your compliance with these Terms. In addition to any other termination rights granted under these Terms, CaseMed shall have the right to terminate or suspend the Right of Use with immediate effect if: (a) you commit a material breach of these Terms; (b) the Organization's Services Agreement is terminated or expires, or your subscription ends; or (c) your authorization to access the Services is revoked by the Organization or its Administrator. Upon any such termination or suspension the Voice Features and simulation features become unavailable; you may continue to sign in to view your results, manage your privacy choices, and exercise your rights under the Privacy Policy until your Account is closed.

All ownership rights, including copyright, trademark, design, patent, and all other intellectual and industrial property rights to the Platform and Content, whether registered, registrable, or not, shall at all times remain the property of CaseMed.

7. COMMUNICATIONS AND CONDUCT

Services are available to you through our Website as well as other online platforms and electronic communications such as email or telephone. Where you have separately consented to receive them, we may send you promotional offers and materials by email; every such message includes an unsubscribe link. Service, security, and Account notices are not promotional and are sent for the duration of your Account.

You agree to provide current and accurate information in connection with your Use of the Services. You agree to promptly update any account information, including your contact and payment information, where applicable, so that the Services can be provided and we may contact you as needed.

We reserve the right to refuse any request for Services. We also have the discretion to limit or cancel access to Services if we believe it is appropriate to do so. For example, we may cancel or refuse access to Services where there is any action by you that:

• a)appears to be illegal, fraudulent, abusive, harassing, harmful, disruptive, or in any way offensive or inappropriate;
• b)shows multiple, repeated requests from the same person, credit card, or other payment information, or requests that correspond to the same billing and/or shipping address;
• c)appears to be related to “bots” or other mass-related online requests;
• d)includes any inaccurate, misleading, or incomplete information; and
• e)breaches any of these Terms.

If we terminate or cancel your Use of any Services for any of these reasons, we will attempt to notify you, but there will be no refund applicable for past Use.

When you Use the Services, or contact us from any computer or device, including through social media, you are communicating with us electronically. We may also communicate with you in a variety of ways, such as by e-mail, text, or by posting notices and messages on the Website or through our Platform or Content. By Using the Services, you consent to receive these communications. You agree that all communications that we provide to you electronically, such as by email or text message, satisfy any legal requirement that such communications be in writing.

Please refer to our Privacy Policy for full details on how we request and manage your consent to our communications.

8. CASEMED INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights, including copyrights, patents, patent disclosures, inventions (whether patentable or not), trademarks (whether registrable or not), service marks, trade dress, trade names, logos, business names, domain names, social media handles, industrial designs, trade secrets, know-how, show how, software code, data sets, Website layout and selection, and confidential information, together with all of the goodwill, derivative works, and other forms or representations thereof (collectively, "CaseMed IP Rights") in and to the Services and all Websites, Platform, and Content therein, are owned by CaseMed, its licensors, or other providers of such material. All CaseMed IP Rights are protected by the applicable copyright, trademark, patent, industrial design, trade secret, and other intellectual property or proprietary laws and rights in Canada and internationally, as the case may be.

You are not allowed to use any CaseMed IP Rights without the prior written permission of CaseMed. Any misuse of the CaseMed IP Rights will be a breach of these Terms and will prevent you from Using the Services in the future.

You are not allowed to:

• •use CaseMed IP Rights in association with any product, service, platform, or device that is not offered or approved by us;
• •use CaseMed IP Rights in any way that is likely to cause confusion in the marketplace, or in any manner that disparages, discredits, or degrades our brand, reputation, and goodwill;
• •copy, reproduce, compile for a database, distribute, modify, create derivative works, publicly display, publicly perform, republish, translate, download, store, or transmit any of the Content, in any form or medium whatsoever except that your computer browser may temporarily store or cache copies of the Content only while being accessed and viewed;
• •download, edit, or modify copies of any Content from the Services, other than your own scores, feedback, and reports made available for download;
• •modify or delete any copyright, trademark, patent, or other legal notices appearing in the Platform or Content.

If you copy or download any Content from the Services in breach of these Terms, your right to Use the Services will cease immediately and you must, at our option, return or destroy all unauthorized copies you made.

Other intellectual property rights, including trademarks, trade names, or trade dress that are not owned by us may appear on or in conjunction with the Services ("Third-Party IP"). All Third-Party IP is the property of its respective owners, who may or may not be affiliated with or sponsored by us. Use of any such Third-Party IP, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

You have no right, title, or interest in or to the Services or to any Content thereon, and all rights not expressly granted are reserved by CaseMed. Any Use of the Services not expressly permitted by these Terms is a breach of these Terms and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

If you are aware of any misuse of the CaseMed IP Rights or Third-Party IP, we ask you to report it to CaseMed at legal@casemed.app.

If you provide CaseMed with any feedback, suggestions, ideas, or recommendations regarding the Services or Content ("Feedback"), CaseMed may use, reproduce, modify, and incorporate that Feedback into the Services or any other products or services without obligation, compensation, or attribution to you, and you assign to CaseMed all right, title, and interest in and to that Feedback.

9. VOICE FEATURES AND RECORDING

The voice-based artificial intelligence ("AI") clinical simulation features of the Platform (the "Voice Features") work by converting your speech to text as you speak. Recording your voice, and using your recordings, transcripts and Derived Data to develop CaseMed's AI models, happen only if you give the separate, optional Data Processing Consent; nothing in these Terms is a consent to recording. The Voice Features are available whether or not you give it. CaseMed does not record the voice of residents of Québec, Illinois, Texas or Washington.

10. PLATFORM DATA AND OWNERSHIP

"Platform Data" means the audio recordings, transcripts, Derived Data, interaction data, and evaluative outputs (scores, rubric assessments, feedback, and reports) generated through your use of the Services, and all De-identified Data and aggregate data derived from them. Platform Data does not include Client Content, which remains the property of the applicable Organization. "Voice Biometrics" means a voiceprint, speaker template, or other persistent representation that could identify an individual by voice; CaseMed does not derive, retain, or hold Voice Biometrics.

Content generated by the Platform's AI capabilities, including cases, characters and other materials produced with CaseMed's case-building or content-generation tools, is Content owned by CaseMed whether or not information you or your Organization supplied was used as an input; that input remains yours, or your Organization's where it is Client Content. This paragraph does not apply to Platform Data that is personal information relating to you, which this Section governs.

CaseMed owns all right, title, and interest in the Platform, its AI models, and all De-identified Data, aggregate data, and Derived Data that cannot identify you, and may use them for any lawful purpose, including developing, training, evaluating, and commercializing its AI models, research, publications, and marketing. To the extent Platform Data is personal information relating to you, CaseMed holds and uses it only for the purposes and periods stated in the Privacy Policy and the Data Processing Consent, and you grant CaseMed, for those purposes and periods, a worldwide, royalty-free, sublicensable licence to reproduce, process, store, and create Derived Data from it; this licence survives closure of your Account to the extent the Privacy Policy permits retention. CaseMed does not use your recordings to identify you and does not sell, licence, or transfer Voice Biometrics to anyone. Retention periods are those set out in section 9 of the Privacy Policy, which governs to the extent of any inconsistency with these Terms. CaseMed does not use Platform Data generated by an Account holder who has not given the Data Processing Consent, including De-identified Data and Derived Data derived from it, to train, fine-tune, or evaluate its AI models.

11. THIRD PARTY TOOLS, LINKS, AND SITES

The Services may contain links to third-party websites that are maintained, or give you the opportunity to download items created or developed, by others. Any such links or downloads are provided solely as a convenience to you and not as an endorsement by CaseMed of the contents on such third-party websites or downloads. You agree that our suggestion to use or access the third-party sites or downloads is completely optional and at your choice and that any such use or access is subject to the policies, terms, and conditions of those third parties.

CaseMed is not responsible for the content of linked third-party sites or downloads and does not make any representations or warranties regarding the content, accuracy of materials, or functionality of such third-party websites or downloads or the privacy practices of such third parties. If you decide to access linked third-party websites or download such third-party items, you do so at your own risk. You agree that we are not liable for any harm, injury, damage, or loss caused by your access and use of such third-party sites or downloads. It is your responsibility to carefully review the policies, terms and conditions of third-party sites prior to any interaction with them. Any issues, questions or concerns arising out of your use of third-party sites should be directed to the relevant third-party.

12. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS COMPLETELY VOLUNTARY AND AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE". WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE OPERATION OF THE SERVICES OR THE ACCURACY, RELIABILITY, SUITABILITY, EFFECTIVENESS, COMPLETENESS, SECURITY, AVAILABILITY, OR TIMELINESS OF THE SERVICES. CASEMED DOES NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE, UNINTERRUPTED, FREE OF TECHNOLOGICALLY HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. CASEMED DOES NOT WARRANT THE FITNESS OF THE SERVICES FOR ANY PARTICULAR PURPOSE. CASEMED DOES NOT WARRANT THE INTELLECTUAL PROPERTY RIGHTS OF THIRD-PARTIES.

THE SERVICES, THE CONTENT, AND ALL AI-GENERATED OUTPUT (INCLUDING SIMULATED PATIENT RESPONSES, SCORES, FEEDBACK, AND REPORTS) ARE PROVIDED FOR EDUCATIONAL PURPOSES ONLY. AI-GENERATED OUTPUT MAY BE INCOMPLETE OR INCORRECT AND MAY VARY BETWEEN SESSIONS, AND NO OUTPUT IS A LICENSURE, CREDENTIALING, CERTIFICATION, OR FITNESS-TO-PRACTISE DETERMINATION.

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, NEITHER CASEMED NOR ITS AFFILIATES OR REPRESENTATIVES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, AGGRAVATED, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA, BUSINESS INTERRUPTION, PRIVACY BREACH, OR SECURITY INCIDENT, ARISING FROM THE USE OF THE SERVICES, WHETHER OR NOT CASEMED WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WHERE CAUSED BY DENIAL-OF-SERVICE ATTACKS, OVERLOADING, FLOODING, MAILBOMBING, CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, BUSINESS EMAIL COMPROMISE, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY AFFECT YOUR DEVICES DUE TO YOUR USE OF THE CONTENT OR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CASEMED'S TOTAL LIABILITY TO YOU FOR ALL OTHER CLAIMS ARISING FROM OR RELATED TO THE SERVICES, UNDER ANY LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE FEES YOU PAID TO CASEMED FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100). THIS SECTION DOES NOT LIMIT LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING UNDER THE QUÉBEC CONSUMER PROTECTION ACT OR FOR CASEMED'S FRAUD OR WILFUL MISCONDUCT.

Some jurisdictions may not allow for limitations or exclusions on certain types of damages or warranties. If the laws of those places apply to you, some of the above limitations or exclusions might not apply to you, and you might have additional rights. In any event, we will rely on the maximum limitation or exclusion available in those places.

13. NO MEDICAL ADVICE

For certainty and without limiting the generality of the foregoing, the Services and all Content provided therewith are intended solely for educational and professional development purposes, and do not constitute medical advice, diagnosis, or treatment and should not be relied upon as such. The Services incorporate AI technology that may generate outputs containing errors, inaccuracies, or biases. CaseMed makes no representations or guarantees that the Services or any such Content are clinically accurate or suitable for application in any patient care context, and is not liable for any harm or loss arising from reliance on the Services or the Content as medical or clinical guidance.

14. INDEMNITY AND RELEASE

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless CaseMed, its affiliates, and their representatives from and against any claims, actions, liabilities, damages, demands, judgments, awards, losses, costs, expenses, or fees (including reasonable legal and accounting fees) arising out of or relating to:

• a)your Use of the Services in any unauthorized or unlawful manner;
• b)your breach of these Terms;
• c)any information identifying a real patient or any other person that you submit, upload, or speak through the Services; and
• d)your violation of any third-party rights including any intellectual property, privacy, property, or security right of a third-party.

Your obligation of indemnification survives any termination of the Terms, closure of your Account, or discontinuation of your Use of the Services.

15. EXPORT CONTROL

Canada, the United States, and certain other countries control the export of products and information. You agree to comply with such restrictions and not to export or re-export any Services to countries or persons prohibited under export control laws. By downloading or Using the Platform or any Content, you are agreeing that you are not in a country where such export is prohibited and that you are not subject to any sanctions imposed by the Canadian or United States governments. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of the Services.

16. TERM AND TERMINATION

These Terms, as updated from time to time, shall remain in full force as long as they are posted on the Website and linked to or otherwise contained in any of the Services. You may stop Using the Services at any time. Fees already owed under your subscription, or under your Organization's Services Agreement, remain payable under that agreement.

CaseMed may suspend or terminate your Account and your Use of the Services immediately, with or without notice and without liability to you, if you breach these Terms (including the representations in Section 4), submit or speak information identifying a real patient or other person, share an Account, interfere with another person's Use of the Services, or engage in conduct that threatens the security or integrity of the Platform, and otherwise on thirty (30) days' notice. Sections 3, 8, 10, 12, 13, 14, 18, and 19, Schedule A and, as to fees, Schedule B survive termination.

17. CHANGES TO SERVICES

We reserve the right to change, add to, amend, or discontinue any of the Services at any time and at our own discretion. We also reserve the right to alter or increase the pricing of our Services, as well as making limited offers or promotions in relation to the Services.

Changes to pricing for Individual Subscribers are governed by Schedule B, and material changes to these Terms by Section 19. We are not liable for any consequences of a change, suspension, or discontinuance of the Services made in accordance with these Terms.

18. DISPUTES, CLAIMS, AND APPLICABLE LAW

These Terms are governed by the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

Arbitration. Except as provided below, any dispute arising from or relating to these Terms or your Use of the Services will be resolved by final and binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules, before a single arbitrator, seated in Halifax, Nova Scotia, and conducted by videoconference or in writing unless the arbitrator orders otherwise. You and CaseMed each waive any right to participate in a class, collective, or representative proceeding.

Small claims. Either party may instead bring an individual claim in the small claims court of Nova Scotia.

Québec and consumer carve-out. Where you are a consumer resident in Québec, the Arbitration paragraph does not apply to you and the courts of Québec have jurisdiction. Where the law of your province, territory, or state gives you a right to bring a particular claim in court or in a class proceeding notwithstanding the Arbitration paragraph, that paragraph does not apply to that claim; every other claim remains subject to it, and the governing-law paragraph above applies in every case, subject to the mandatory law of your residence. Nothing in this Section limits any right to complain to a privacy regulator.

Notice of any proceeding shall be sent to you by email or to the mailing address in your Account.

19. GENERAL

Entire Agreement. These Terms, together with Schedule A, Schedule B (where you are an Individual Subscriber), the Privacy Policy, and the Data Processing Consent, contain the entire agreement between you and us with respect to the subject-matter hereof and supersede all prior agreements, whether written or oral, relating to the same subject matter.

Precedence. On the handling of your personal information, the Data Processing Consent prevails, then the Privacy Policy, then these Terms. On every other matter concerning your obligations as a User, these Terms prevail over any Services Agreement.

Privacy Policy. The Privacy Policy is available at https://casemed.app/privacy and describes how CaseMed collects, uses, discloses, and retains personal information.

Assignment. You may not assign or transfer any rights granted to you under these Terms. We may assign or transfer our rights and obligations under these Terms to an affiliate or to a successor to our business that is bound by these Terms, the Privacy Policy, and the Data Processing Consent.

Amendments. We may amend these Terms by publishing a replacement version on the Website or in the Services. We will give you at least thirty (30) days' notice of material changes by email or in-app notice. Changes to the purposes for which your voice data is used, or to retention periods, are made only through a new version of the Data Processing Consent and require your fresh consent.

Waiver. Any failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall not operate or be construed as a waiver thereof, and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

Force Majeure. We will not be liable for any failure to operate or offer the Services if such failure is due to circumstances beyond our reasonable control, including without limitation strikes, labour disputes, fire, explosion, flood, power outage, industrial disturbance, acts of God, war, terrorism, pandemic, health outbreak, state of emergency, government orders, acts of an authority, or any other similar cause.

Independent Parties. Your Use of the Services is not intended and shall not be deemed to create any agency, representation, joint venture, partnership, or similar legal relationship between us.

Contact and Notices. Should you become aware of misuse of the Services, including libelous or defamatory conduct, you must report it to CaseMed at legal@casemed.app. Any other feedback, comments, requests for technical support, and other communications relating to any Services should be directed to https://casemed.app/contact. Notices to CaseMed may be sent to legal@casemed.app or to CaseMed Inc., 600-1741 Lower Water Street, P.O. Box 997, Halifax, Nova Scotia B3J 0J2. Notices to you are sent to the email address associated with your Account and are deemed received on the date of transmission, unless a delivery failure notification is received.

Language. Where you are resident in Québec, the French version of these Terms was presented to you first, before acceptance. If, having reviewed it, you elected to be bound by the English version, the English version binds you; otherwise the French version does. Your election is recorded when you accept these Terms.

SCHEDULE A — GLOSSARY

In these Terms, and in the Privacy Policy and the Data Processing Consent where they refer to these Terms, the following terms have the meanings below. "User" has the meaning given in Section 1; where a provision of these Terms concerns an Account, "you" and "User" refer to the Account holder.

"Account" means the credentials and privileges through which an individual accesses the Platform. An Account is issued to exactly one individual and may not be shared.

"Account holder" means the individual to whom an Account is issued (also "User", "you").

"Administrator" means an Account holder designated by an Organization to manage the Organization's End Users, Client Content, and Client Settings.

"Administrative Information" means personal information about an Organization's End Users that the Organization supplies to CaseMed (names, email addresses, program, training level, roster status). It is personal information and is not Client Content.

"Assessment Materials" means rubrics, scoring methods, learning objectives, and similar evaluative materials supplied by an Organization.

"Case Information" means fictional, or de-identified non-fictional, clinical scenarios and case templates supplied by an Organization.

"Client" means the party that has purchased access to the Platform: an Organization or an Individual Subscriber.

"Client Content" means Case Information and Assessment Materials. Client Content does not include Administrative Information or Platform Data.

"Client Settings" means configuration an Administrator controls, including whether transcripts are visible to Administrators.

"Data Processing Consent" means the separate, optional instrument by which an Account holder may consent to the recording of their voice and to the uses described in it.

"De-identified Data" means data from which every direct identifier and every reasonably linkable identifier has been removed and that CaseMed has committed not to re-identify.

"Derived Data" means data computed by CaseMed from recordings or transcripts, excluding Voice Biometrics.

"End User" means an Account holder who uses the Platform for simulation, whether affiliated with an Organization or an Individual Subscriber.

"Individual Subscriber" means an individual who purchases access to the Platform for their own use under Schedule B.

"Organization" means a hospital, university, college, program, or other entity that purchases access to the Platform for its End Users under a Services Agreement.

"Platform Data" has the meaning given in Section 10.

"Privacy Officer" means the office designated by CaseMed under applicable privacy legislation, reachable at privacy@casemed.app and at the Registered Office.

"Registered Office" means CaseMed Inc., 600-1741 Lower Water Street, P.O. Box 997, Halifax, Nova Scotia B3J 0J2.

"Services Agreement" means the CaseMed Services and Licensing Agreement between CaseMed and an Organization.

"Voice Biometrics" has the meaning given in Section 10.

"Voice Features" means the features of the Platform that capture and process the Account holder's speech.

SCHEDULE B — INDIVIDUAL SUBSCRIBER TERMS

1. Application. This Schedule applies where you purchase access to the Platform for your own use. You are the Client and the Account holder, and no Services Agreement applies to you. As an Individual Subscriber you may Use the Services and the Content CaseMed makes available, but you may not create, upload or manage case content or Assessment Materials, create or manage assignments, view the performance data of other Users, or manage other Accounts, except as an Administrator under a Services Agreement.

2. Plan and fees. Your plan, price, billing period, and renewal date are those shown at checkout and in your Account. Fees are in Canadian dollars unless shown otherwise, exclusive of applicable taxes, and are charged in advance through CaseMed's payment processor.

3. Automatic renewal. Your subscription renews automatically for successive periods equal to the period you selected, at the price in effect for your plan at the time of renewal, unless you cancel before the renewal date. CaseMed will send a renewal reminder stating the renewal date and the price before each renewal. You may cancel at any time from your Account; cancellation stops future renewals and takes effect at the end of the current period.

4. No refunds. Fees for the current period are non-refundable, and cancelling under paragraph 3 does not entitle you to a refund of that period, except where the consumer-protection law of your jurisdiction gives you a cancellation or refund right. CaseMed provides the disclosures and the copy of these Terms that those laws require at the time of purchase.

5. Price changes and lapsed subscriptions. For a continuing subscription, a price increase applies from the next renewal and only after thirty (30) days' notice. Your subscription ends when a renewal payment has not been received within fourteen (14) days after the renewal date (CaseMed retries your payment method during that period), when you cancel, or when CaseMed terminates it. If your subscription ends for any reason, any new subscription is a new purchase at the price then offered, and no earlier price or notice period applies.

6. Consumer rights. Nothing in these Terms limits rights you have under the consumer-protection law of your province, state, or country, including the Québec Consumer Protection Act. Where that law conflicts with these Terms, it prevails for you.