Terms of Service

Effective date: May 17, 2026

1. About these Terms

These Terms of Service (“Terms”) are a contract between you and Medulla Technologies Inc. (“Medulla”, “we”, “our”, or “us”), based in Ontario, Canada. They govern your access to and use of:

• the Medulla web application at medullaapp.com,
• the Medulla browser extension, and
• any related software, websites, content, and support that we provide

(collectively, the “Service”).

By creating an account, installing the extension, or otherwise using the Service, you agree to these Terms. If you do not agree, do not use the Service.

We may update these Terms from time to time. When we make material changes, we will update the effective date above and give you reasonable notice through the product, by email, or by other appropriate means. Your continued use of the Service after the change takes effect means you accept the updated Terms.

Our Privacy Notice explains how we handle personal information and is incorporated into these Terms by reference.

2. Who can use Medulla

The Service is intended for licensed Canadian clinicians and the staff they authorize to act on their behalf. To use the Service, you must:

• be at least the age of majority in your province or territory,
• be a regulated healthcare professional in good standing, or be acting under the authority of one, and
• have the authority to enter into these Terms on your own behalf and, if applicable, on behalf of your clinic, professional corporation, or employer.

If you are agreeing to these Terms for a clinic or other organization (a “Clinic”), you represent that you have authority to bind the Clinic, and “you” in these Terms also refers to that Clinic.

You are responsible for everything that happens under your account, including the activity of staff you invite. Keep your credentials confidential and notify us promptly at [email protected] if you suspect unauthorized access.

3. The Service we provide

Medulla provides clinical practice intelligence software for Canadian family practices on supported electronic medical records (“EMRs”), including:

• an AI scribe that transcribes patient encounters and drafts clinical notes,
• chart and billing assistance that drafts suggested chart updates and billing codes,
• a chat assistant for clinical work in context, and
• related telemedicine and workflow features.

The browser extension runs alongside a supported EMR and reads the patient context visible on the page so the Service can support the task at hand. Medulla does not write back to the EMR unless you explicitly choose to take that action.

We may add, change, or discontinue features over time. If we plan to discontinue a material feature you depend on, we will give you reasonable advance notice.

4. Your subscription

Most paid features are sold on a subscription basis. Unless your order or written agreement with us says otherwise:

• subscriptions are billed monthly or annually in advance,
• subscriptions renew automatically for successive periods equal to the then-current term,
• fees are quoted in Canadian dollars and are exclusive of applicable taxes, which you are responsible for, and
• fees paid are non-refundable, except where required by law or expressly stated in your order.

You may cancel renewal at any time before the start of the next billing period through the product or by writing to [email protected]. Cancellation takes effect at the end of the then-current period; you retain access until then.

We may change pricing for a future billing period on at least 30 days’ notice. Increases take effect at the start of the next renewal.

If a payment is more than 30 days overdue, we may suspend access until the balance is paid.

5. Acceptable use

You agree to use the Service lawfully and only for its intended clinical and operational purposes. You will not:

• use the Service in a way that violates applicable law, regulation, or the standards of your professional college,
• share account credentials, or let anyone use the Service under your account who is not authorized by you and bound by these Terms,
• reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent applicable law expressly permits,
• copy, modify, or create derivative works of the Service or its content, except as expressly allowed by these Terms,
• use the Service to build, train, or evaluate a competing product, or copy its features, design, or content for that purpose,
• scrape, crawl, or otherwise extract data from the Service by automated means without our written permission,
• interfere with the integrity or performance of the Service, attempt to gain unauthorized access, or probe for vulnerabilities outside of a coordinated disclosure program, or
• upload malicious code, infringing material, or content you do not have the right to provide.

We may suspend access if we reasonably believe you are violating this section or putting the Service or other customers at risk. Where it is safe and practical to do so, we will give you notice and an opportunity to cure first.

6. Your data and your patients

Your data. “Customer Data” means the information you and your authorized staff submit to the Service, and the information the Service collects from your EMR or from clinical encounters at your direction. As between you and Medulla, you own your Customer Data.

Our licence. You grant Medulla a worldwide, non-exclusive, royalty-free licence to host, process, transmit, display, and otherwise use Customer Data as needed to provide and support the Service, to maintain its security and reliability, and to meet our legal obligations.

Patient consent. You are responsible for obtaining any consent required by applicable law, your professional college, or your clinic’s policies before using the Service in connection with a patient, including before recording an encounter or processing a patient’s information through the Service.

Custodianship. The Service is not the custodian of your patients’ medical records. The clinic and clinician remain the custodians of the chart in the EMR.

AI training. We do not use Customer Data to train or improve general-purpose AI models, and we do not permit our AI service providers to do so. We may use de-identified or aggregated information for security, analytics, product quality, and product improvement, as described in the Privacy Notice.

7. AI features and clinical responsibility

The Service uses artificial intelligence to produce transcripts, drafts of clinical notes, suggested chart updates, suggested billing codes, and other outputs (“AI Outputs”). AI Outputs are drafts intended to assist a qualified clinician. They are not medical advice, not a diagnosis, and not a substitute for your clinical judgment.

You agree that you will:

• review every AI Output before relying on it, signing it, copying it into the chart, or submitting it for billing,
• apply your independent clinical and professional judgment in deciding whether and how to use any AI Output, and
• remain solely responsible for the care of your patients, for the contents of the medical record, and for any billing submitted under your authority.

The Service is a software tool. It is not a medical device, it is not intended to diagnose, treat, cure, or prevent any disease, and it is not certified for life-support or emergency use.

8. Confidentiality

Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The Service, our pricing, and our non-public documentation are our Confidential Information. Customer Data is your Confidential Information.

The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least the same care it uses for its own confidential information of similar sensitivity (and no less than reasonable care), and will not disclose it to third parties except to its personnel, advisors, and service providers who need to know it and are bound by substantially similar obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known before disclosure, is independently developed without use of the disclosing party’s Confidential Information, or is rightfully obtained from a third party without restriction. A party may disclose Confidential Information to the extent required by law or legal process, and where lawful will give the other party prompt notice and a reasonable opportunity to seek protective treatment.

9. Intellectual property

We and our licensors own all right, title, and interest in the Service, including all software, content, designs, models, and trademarks. Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription, for your internal clinical and business purposes. All rights not expressly granted are reserved.

If you give us feedback, suggestions, or ideas about the Service (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use the Feedback for any purpose, without obligation to you. Feedback is not Confidential Information.

10. Third-party services

The Service may interoperate with or rely on third-party services, including EMRs, cloud infrastructure, payment processors, and AI providers. Your use of any third-party service is governed by that provider’s own terms. We are not responsible for third-party services we do not control.

11. Warranty disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, MEDULLA DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI OUTPUT.

12. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO MEDULLA FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

THESE LIMITATIONS DO NOT APPLY TO: (A) YOUR PAYMENT OBLIGATIONS, (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, (C) BREACH OF SECTION 5 (ACCEPTABLE USE) OR SECTION 8 (CONFIDENTIALITY), OR (D) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

THE PARTIES AGREE THAT THESE LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL PART OF THE BARGAIN, AND THAT FEES HAVE BEEN SET IN RELIANCE ON THEM.

13. Indemnification

By Medulla. We will defend you against any third-party claim alleging that your authorized use of the Service infringes a Canadian intellectual property right, and we will pay damages and costs finally awarded against you (or agreed in settlement) for such a claim. This obligation does not apply to claims arising from: (a) your Customer Data, (b) use of the Service in combination with anything we did not provide, (c) modifications to the Service not made by us, or (d) use of the Service in violation of these Terms.

By you. You will defend us against any third-party claim arising from: (a) your Customer Data, (b) your or your authorized users’ breach of these Terms, (c) your violation of any applicable law or professional obligation, or (d) any clinical decision, treatment, or billing submission made by you or your staff, and you will pay damages and costs finally awarded against us (or agreed in settlement) for such a claim.

Procedure. The party seeking indemnity will promptly notify the other party of the claim, give the other party sole control of the defence and settlement (provided that no settlement may impose obligations on the indemnified party without its consent, not to be unreasonably withheld), and reasonably cooperate at the indemnifying party’s expense. This section states the parties’ sole and exclusive remedies for the claims it covers.

14. Term and termination

These Terms apply for as long as you have an account or use the Service.

Either party may terminate these Terms for material breach by the other if the breach is not cured within 30 days after written notice describing it. Either party may terminate immediately on written notice if the other party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or otherwise ceases to operate.

You may close your account at any time by contacting [email protected]. We may suspend or terminate your access if you fail to pay fees when due, if you materially breach these Terms and do not cure within the period above, or if continued provision of the Service would expose us or our customers to legal or security risk.

On termination, your right to use the Service ends and you will stop using it. For a reasonable period after termination, you may request an export of your Customer Data in a format we make available. We will then delete or de-identify Customer Data in accordance with the retention practices described in the Privacy Notice, subject to legal obligations and to any limited backups overwritten in the ordinary course.

Sections 4 (with respect to fees accrued), 5, 6, 8, 9, 11, 12, 13, 15, 16, and this Section 14 survive termination.

15. Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the laws of Canada applicable in Ontario, without giving effect to conflict-of-laws rules.

Before starting a formal proceeding, the parties will try in good faith to resolve any dispute by escalating it to senior representatives of each party for at least 30 days. If the dispute is not resolved, the courts of the Province of Ontario will have exclusive jurisdiction, and each party consents to that jurisdiction and venue.

16. General

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all our assets. Any other assignment is void.

Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

Force majeure. Neither party is liable for any delay or failure to perform (other than payment) caused by events beyond its reasonable control, including acts of God, natural disasters, war, civil disturbance, labour action, pandemic, government action, internet or telecommunications failures, or cyber attack.

Notices. We may give notices to you by email to the address on your account or through the Service. You may give notices to us by email to [email protected]. Notices are effective on delivery.

Publicity. We will not use your name or logo in customer lists or marketing without your prior written consent.

No waiver. A failure or delay in enforcing a right under these Terms is not a waiver of that right.

Severability. If any provision is found unenforceable, it will be modified to the minimum extent needed to make it enforceable, and the rest of these Terms will remain in effect.

Entire agreement. These Terms, together with the Privacy Notice and any order or written agreement signed by both parties that references these Terms, are the entire agreement between you and Medulla on this subject and supersede prior agreements and understandings. Pre-printed terms on a purchase order or similar document have no effect.

Language. The parties have requested that these Terms be drawn up in English. Les parties ont exigé que ces conditions soient rédigées en anglais.

17. Contact us

Medulla Technologies Inc. Ontario, Canada Email: [email protected]