Terms of Service

1. Introduction

These Terms of Service (“Terms”) are a legally binding agreement between you and Hilt Health (“we,” “us,” “our”), operated from Toronto, Ontario, Canada. They govern your access to and use of the Hilt Health platform, including our website, AI-powered patient pre-screening software, dashboards, APIs, and related services (collectively, the “Service”).

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a clinic, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity. If you do not agree to these Terms, do not use the Service.

2. Definitions

• Platform — The Hilt Health software-as-a-service application, including all features, tools, and interfaces.
• Clinic — A healthcare organization or practice that subscribes to and uses the Service. The Clinic is the Health Information Custodian (HIC) under Ontario’s Personal Health Information Protection Act, 2004 (PHIPA).
• Owner — The individual who creates the Clinic’s Hilt Health account and holds administrative privileges.
• Staff — Individuals granted access to the Platform by the Owner or a Manager, including doctors, receptionists, and managers.
• Patient — An individual who uses the AI pre-screening feature at the direction of a Clinic.
• AI Pre-Screening — The AI-powered conversational intake process that collects patient symptom information before a physician visit.
• Credits — The usage units that determine the volume of AI pre-screening sessions available to a Clinic.
• PHI — Personal Health Information as defined by PHIPA Section 4.

3. Eligibility

The Service is available to licensed healthcare clinics and their authorized personnel operating in compliance with applicable healthcare laws and regulations. By using the Service, you represent that:

• You are at least 18 years of age
• You have the legal capacity to enter into a binding agreement
• If acting on behalf of a Clinic, you are duly authorized to do so
• Your use of the Service complies with all applicable federal, provincial, and local laws

4. Account Registration and Security

The Owner registers for the Service by creating an account with a valid email address and password. The Owner may then create Staff accounts (username, password, and full name) and assign roles (doctor, receptionist, manager) at each location.

You are responsible for:

• Maintaining the confidentiality of all account credentials
• All activity that occurs under your account or Staff accounts you create
• Promptly notifying us at security@hilthealth.com if you suspect unauthorized access
• Deactivating or removing Staff accounts when personnel leave or no longer require access

We are not liable for any loss or damage arising from unauthorized use of your account credentials.

5. Description of the Service

Hilt Health provides AI-powered conversational pre-screening software for healthcare clinics. The Service enables patients to describe their symptoms to an AI agent before seeing a physician. The physician receives a structured summary, full conversation transcript, and AI-generated diagnostic opinion.

The Service is an information-gathering tool only. The AI does not diagnose medical conditions, recommend treatments, prescribe medications, or make any clinical decisions. All medical decisions are made solely by the treating physician. The AI-generated diagnostic opinion is provided as a reference for the physician and is not a medical diagnosis.

6. Clinic Responsibilities

As a Clinic using the Service, you agree to:

• Obtain informed patient consent — You are the Health Information Custodian under PHIPA and are responsible for obtaining informed, express consent from each patient before they use the AI pre-screening, in accordance with PHIPA Section 18. This includes informing patients that an AI system will collect their health information, that their conversation will be shared with the treating physician, and that data is processed by third-party services.
• Comply with applicable laws — You must comply with all applicable healthcare privacy and data protection legislation, including PHIPA, PIPEDA, the Regulated Health Professions Act, 1991, and any other applicable provincial or federal laws.
• Retain clinical responsibility — The AI pre-screening does not replace professional medical assessment. You are solely responsible for all clinical decisions, diagnoses, and treatments. You must independently verify all AI-generated information before relying on it.
• Manage Staff access — You are responsible for ensuring that only authorized personnel have access to the Platform and that access levels are appropriate for each role.
• Maintain accurate records — You are responsible for ensuring the accuracy of patient records and information entered into the Platform.
• Report security incidents — You must promptly notify us of any suspected or actual security breach involving the Platform or PHI processed through the Service.

7. Patient Use

Patients access the Service at the direction of a Clinic by scanning a location-specific QR code and engaging in an AI-powered conversation about their symptoms. By using the Service, patients acknowledge that:

• The AI pre-screening is not medical advice, diagnosis, or treatment
• Their conversation and information will be shared with the treating physician and Clinic staff with appropriate access
• Their data is processed by third-party AI services (which may be located outside Canada)
• They may decline to use the AI pre-screening without it affecting the quality of their care
• They must provide accurate and truthful information during the pre-screening

Emergency warning: The Service is not designed for medical emergencies. If you are experiencing a medical emergency, call 911 or go to the nearest emergency room immediately. Do not use the Service to report emergencies.

8. Minors and Substitute Decision-Makers

Patients of all ages may use the AI pre-screening in a clinical setting. When a patient is under the age of 16 or is otherwise incapable of providing consent, the Clinic is responsible for obtaining consent from a parent, guardian, or substitute decision-maker in accordance with PHIPA Section 20 and the Health Care Consent Act, 1996(Ontario).

The Clinic must ensure that the substitute decision-maker is present and has authorized the patient’s use of the AI pre-screening before the session begins. Hilt Health does not independently verify the age of patients or the authority of substitute decision-makers — this responsibility lies with the Clinic as the Health Information Custodian.

9. SMS Communications and CASL Compliance

The Service may send SMS messages to patients when the Clinic has enabled the SMS add-on and the patient has provided and verified their phone number. SMS messages fall into two categories:

Transactional Messages (Non-Commercial)

The following messages are sent as part of delivering the healthcare service and are not commercial electronic messages under Canada’s Anti-Spam Legislation(CASL, S.C. 2010, c. 23):

• Visit summary SMS — a link to the patient’s visit summary after their appointment is completed
• Phone verification SMS — one-time codes to verify phone number ownership

These messages are directly related to the patient’s healthcare and are sent at the direction of the Clinic (the Health Information Custodian).

Review Request Messages

After a visit, patients may receive an SMS inviting them to rate their experience. This message may constitute a commercial electronic message under CASL. The patient’s consent to receive this message is obtained through the consent checkbox during their first use of the Service, which expressly includes consent to receive a post-visit review request. Each review request SMS includes:

• Identification of Hilt Health and the Clinic as the senders
• Contact information for both Hilt Health and the Clinic
• A functional unsubscribe mechanism to stop future review requests

Unsubscribe requests are processed within 10 business days as required by CASL s.11. Unsubscribing from review requests does not affect transactional messages (visit summaries).

Marketing and Promotional Messages

The Clinic may use the Service to send marketing or promotional SMS messages to patients who have consented during check in. These messages may include health reminders, seasonal campaigns, appointment availability, or other clinic communications. Marketing messages are sent at the Clinic’s direction using AI assisted or manual patient targeting.

Each marketing SMS includes identification of the sending Clinic and a functional opt out mechanism. Patients can reply STOP to any marketing message to unsubscribe from future promotional communications. Opting out of marketing messages does not affect transactional messages (visit summaries or phone verification codes).

Marketing SMS constitutes a commercial electronic message under CASL. The patient’s consent is obtained through the SMS consent checkbox during check in, which expressly includes consent to receive promotional messages from the Clinic through the Service.

10. Credits, Billing, and Payment

Credits

The Service operates on a credit-based model. Credits are deducted when an AI pre-screening conversation begins (i.e., when the first AI message is sent). No credits are deducted if a patient is denied or abandons check-in before the AI conversation starts.

• Standard AI — 1 credit per patient session
• Advanced AI — 1.5 credits per patient session
• Precision AI — 2.5 credits per patient session
• Premium AI — 4 credits per patient session
• AI diagnostic suggestions for doctors are included at no extra credit cost when enabled for a location
• Credits expire at the end of each billing cycle and do not roll over
• Overage credits are available at $1.00 CAD per credit

Trial

New Clinics receive a 30-day free trial with $200 worth of credits (200 credits). No credit card is required for the trial. Add-on features (SMS) are included free during the trial period to demonstrate value.

Subscription Plans

After the trial, Clinics select a subscription plan. Plan details, pricing, and included credits are listed on our Pricing page. All prices are in Canadian dollars unless otherwise stated.

Payment

Payments are processed through Stripe. By subscribing, you authorize us to charge your payment method on a recurring monthly basis. You are responsible for keeping your payment information current.

• Payment failure: We will attempt up to 3 retries over 7 days. After 7 days unpaid, the Service enters read-only mode (existing data accessible, no new AI conversations). After 30 days unpaid, the account is suspended. The Owner is notified at each stage by email.
• Refunds: Subscription fees are non-refundable except where required by applicable law. Unused credits are not refundable.
• Taxes: Fees are exclusive of applicable taxes. You are responsible for all applicable sales taxes, HST, GST, or other government-imposed charges.

Add-Ons

Optional add-on services are billed per location per month:

• SMS Add-On — $49/month per location. Enables phone number collection, visit summary SMS, and review funnel SMS.

11. Intellectual Property

Our property: The Platform, including all software, algorithms, user interfaces, designs, trademarks, and documentation, is owned by Hilt Health and protected by Canadian and international intellectual property laws. These Terms do not grant you any ownership interest in the Platform.

Your data: The Clinic retains ownership of all patient data, clinical records, and information entered into the Platform. We do not claim ownership of your data. We process your data solely to provide the Service as described in these Terms and our Privacy Policy.

AI-generated content: Summaries, structured cards, and diagnostic opinions generated by the AI are tools to assist clinical workflow. They are not independent medical records and should not be treated as such. The Clinic is responsible for reviewing, validating, and incorporating AI-generated content into their own clinical records as they see fit.

Feedback: If you provide suggestions, ideas, or feedback about the Service, you grant us a non-exclusive, royalty-free, worldwide, perpetual license to use and incorporate that feedback into the Service without obligation to you.

12. Data Ownership, Portability, and Deletion

Patient records are keyed by the Clinic’s organization, not by individual location. A patient’s history, medications, allergies, and chronic conditions are accessible across all of the Clinic’s locations within the Platform.

• Data export: Clinics may request an export of their data at any time by contacting support@hilthealth.com.
• Post-cancellation retention: Upon cancellation, data is retained for 90 days to allow retrieval. After 90 days, data is permanently deleted. The Owner may request immediate deletion at any time.
• Legal retention: Notwithstanding the above, we may retain data as required to comply with legal obligations, including minimum PHI retention periods under PHIPA.

13. Acceptable Use

You agree not to:

• Use the Service for any purpose other than legitimate clinical pre-screening and healthcare operations
• Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Platform
• Circumvent, disable, or interfere with any security features of the Service
• Share, transfer, or disclose account credentials to unauthorized individuals
• Use the Service to transmit malware, viruses, or other harmful code
• Attempt to gain unauthorized access to any part of the Service, other accounts, or connected systems
• Use the AI pre-screening for non-clinical purposes, including marketing, research (without appropriate ethics approval), or any purpose unrelated to patient intake
• Misrepresent AI-generated content as a formal medical diagnosis to patients
• Resell, sublicense, or redistribute access to the Service without our written consent
• Use the Service in a manner that violates any applicable law or regulation

We reserve the right to suspend or terminate your access if we reasonably believe you have violated these Terms.

14. Patient Identity and Name Collision

The Service identifies returning patients by matching first name, last name, and date of birth within a Clinic’s organization. When two genuinely different individuals share the same name and date of birth, the system requires SMS-verified phone numbers to distinguish between them.

Liability disclaimer: Patients who share the same first name, last name, and date of birth must not use the same phone number. If two different individuals share identical information across all identifying fields (first name, last name, date of birth, and phone number), the system cannot distinguish them. We are not liable for any records affected in this scenario. The Clinic is responsible for verifying patient identity as part of their standard clinical workflow.

15. Third-Party Services

The Service relies on third-party providers, including AI language model providers, cloud hosting providers, payment processors, and communication services. We are not responsible for the availability, accuracy, or performance of third-party services. Outages or changes to third-party services may temporarily affect the Service.

Our use of third-party services is governed by our agreements with those providers, which include appropriate data protection provisions. For details on data sharing with third parties, see our Privacy Policy.

16. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. To the fullest extent permitted by applicable law, we disclaim all warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

Without limiting the foregoing:

• No medical warranty: The AI pre-screening is not a substitute for professional medical judgment. We do not warrant the accuracy, completeness, or reliability of any AI-generated content, including summaries, structured cards, or diagnostic opinions. The treating physician is solely responsible for all clinical decisions.
• No uptime guarantee: While we strive for high availability, we do not guarantee uninterrupted or error-free operation of the Service. We are not liable for temporary unavailability due to maintenance, updates, or circumstances beyond our reasonable control.
• AI limitations: AI technology has inherent limitations. The AI may produce inaccurate, incomplete, or misleading information. Clinics and physicians must independently verify all AI-generated content before relying on it for clinical decisions.

17. Limitation of Liability

To the maximum extent permitted by applicable law:

• No liability for clinical decisions: We are not liable for any clinical decisions, diagnoses, treatments, or patient outcomes. The Clinic and its healthcare professionals bear sole responsibility for all medical care provided to patients, whether or not the Service was used in the intake process.
• Cap on liability: Our total aggregate liability to you for any and all claims arising out of or related to these Terms or the Service shall not exceed the total fees paid by you to Hilt Health during the twelve (12) months immediately preceding the event giving rise to the claim.
• No consequential damages: In no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunity, regardless of the cause of action or the theory of liability, even if we have been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, our liability is limited to the greatest extent permitted by law. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under applicable Canadian law.

18. Indemnification

Your Indemnification of Hilt Health

You agree to indemnify, defend, and hold harmless Hilt Health, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Service in violation of these Terms
• Your failure to obtain required patient consent under PHIPA, PIPEDA, or any other applicable law
• Clinical decisions, diagnoses, or treatments made by your healthcare professionals
• Your failure to comply with applicable healthcare laws and regulations
• Any third-party claim arising from your use of the Service
• Inaccurate or misleading information entered into the Platform by you or your Staff

Our Indemnification of You

Hilt Health agrees to indemnify, defend, and hold harmless the Clinic, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• A breach of these Terms by Hilt Health
• Hilt Health’s gross negligence or wilful misconduct in providing the Service
• A breach of Hilt Health’s obligations under PHIPA or PIPEDA in its capacity as an agent or electronic service provider
• Any claim that the Platform infringes the intellectual property rights of a third party (provided that the infringement is not caused by your modifications, data, or use of the Service outside its intended scope)

Our total indemnification obligation under this section is subject to the liability cap in Section 17.

19. Termination

By You

The Owner may cancel the subscription at any time through the account settings or by contacting support@hilthealth.com. Cancellation takes effect at the end of the current billing cycle. No refunds are issued for partial billing periods.

By Us

We may suspend or terminate your access to the Service immediately if:

• You materially breach these Terms and fail to cure the breach within 14 days of written notice
• You fail to pay fees for more than 30 days after the due date
• We reasonably believe your use of the Service poses a security risk or may cause harm to other users
• We are required to do so by law or regulatory authority

Effect of Termination

Upon termination, your right to use the Service ceases immediately. Data is retained for 90 days to allow retrieval, after which it is permanently deleted. The Owner may request immediate deletion. Sections of these Terms that by their nature should survive termination (including Disclaimers, Limitation of Liability, Indemnification, and Governing Law) will survive.

20. Privacy

Our collection, use, and disclosure of personal information and PHI is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and understood our Privacy Policy.

21. Modifications to These Terms

We may update these Terms from time to time. If we make material changes, we will notify Clinic Owners by email at least 30 days before the changes take effect and update the “Last updated” date at the top of this page. Continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service before they take effect.

22. Modifications to the Service

We reserve the right to modify, update, or discontinue any part of the Service at any time. We will provide reasonable notice of material changes that affect your use of the Service. We are not liable for any modification, suspension, or discontinuation of the Service.

23. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within 30 days, either party may submit the dispute to the exclusive jurisdiction of the courts of the Province of Ontario, located in Toronto.

Class Action Waiver

To the fullest extent permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against Hilt Health. If you are a resident of Canada, you may opt out of this class action waiver by sending written notice to legal@hilthealth.com within 30 days of first accepting these Terms. Your notice must include your name, the Clinic name, account email address, and a clear statement that you wish to opt out of the class action waiver. If you opt out, all other provisions of these Terms remain in full effect.

24. General Provisions

• Entire agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and Hilt Health regarding the Service and supersede all prior agreements and understandings.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Force majeure: We are not liable for any failure to perform due to causes beyond our reasonable control, including natural disasters, war, terrorism, pandemics, labour disputes, government actions, or failures of third-party services.
• No agency: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Hilt Health.
• Language: These Terms are drafted in English. In the event of any conflict between an English version and a translated version, the English version prevails.

25. Contact Us

If you have questions about these Terms, contact us at:

Hilt Health
Toronto, Ontario, Canada
legal@hilthealth.com