Terms of Service

Last updated: August 1, 2026

These Terms of Service (the “Agreement”) govern access to and use of the clinic automation platform provided by Rahi Health Technologies Incorporated (“Rahi,” “we,” “us,” or “our”), a corporation governed by the Canada Business Corporations Act with its registered office in Waterloo, Ontario, including the Referral Manager, Appointment Manager, Hub Manager, and Inbox Manager modules and any related features, dashboards, integrations, and support (collectively, the “Services”).

BY (A) CLICKING TO ACCEPT, (B) SIGNING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (C) ACCESSING OR USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. If you are accepting on behalf of a clinic, practice, or other organization, you represent that you have authority to bind that organization, in which case “Customer” refers to that organization.

This Agreement applies to use of the Rahi platform by clinics and their staff. It is separate from, and does not govern, general browsing of the Rahi website.

1. Definitions

“Authorized User” means an employee, contractor, or agent of Customer whom Customer permits to access the Services, including physicians, medical office assistants, and administrative staff.

“Customer” means the clinic, medical practice, or healthcare organization that has entered into an Order Form with Rahi.

“Customer Data” means all data submitted to, processed by, or generated within the Services in connection with Customer’s use, including referrals, patient records, lab results, consult notes, intake forms, scheduling information, and patient communications. Customer Data includes personal health information (“PHI”) as defined under applicable Canadian privacy law.

“Order Form” means an ordering document, subscription agreement, or online order specifying the Services purchased, which references and incorporates this Agreement.

“Output” means any summary, classification, triage recommendation, routing decision, or other content generated by the Services, including through machine learning or AI models.

“Patient” means an individual receiving or seeking care from Customer whose personal information or PHI may be processed through the Services.

“Subprocessor” means a third party engaged by Rahi to process Customer Data in connection with providing the Services.

2. Description of the Services

2.1 What the Services do. The Services automate administrative workflows for clinics, including triaging and routing incoming referrals, classifying and routing inbound documents (labs, consult notes, renewals, forms), managing patient intake and appointment communications, and supporting scheduling and waitlist operations.

2.2 Configuration. Rahi configures the Services around Customer’s existing workflow, intake forms, and process rules during onboarding. Customer may request adjustments to these rules at any time.

2.3 Exceptions and human review. The Services are designed to route ambiguous, unusual, or high-risk items to Customer’s staff rather than resolving them automatically. Rahi does not guarantee that every such item will be correctly identified as an exception, and Customer remains responsible for reviewing Outputs before relying on them.

2.4 Changes to the Services. Rahi may update or modify the Services from time to time. Rahi will use reasonable efforts to notify Customer of changes that materially reduce core functionality, and will provide at least 30 days’ notice before discontinuing a Service purchased under an Order Form, unless replaced with a materially similar service.

3. Not a Medical Device; No Emergency Use

3.1 Not medical advice or diagnosis. The Services are administrative and workflow tools. They are not medical devices, do not provide medical advice, and are not intended to diagnose, treat, cure, or prevent any disease or condition. Outputs are decision-support aids only.

3.2 Clinical responsibility remains with Customer. Customer, and not Rahi, is solely responsible for all clinical, diagnostic, triage, and patient-care decisions. Customer must ensure that a qualified member of its clinical staff reviews and exercises independent judgment over any Output before it affects patient care.

3.3 No emergency use. The Services must not be used to place, route, monitor, or respond to emergency communications or urgent/life-threatening situations. Customer will maintain separate, appropriate channels for emergency care.

3.4 AI limitations. Outputs are generated using automated and AI-based methods and may be incomplete, delayed, or inaccurate. Rahi does not warrant the accuracy, completeness, or clinical appropriateness of any Output.

4. Customer Responsibilities

Customer will:

(a) ensure Authorized Users comply with this Agreement and any acceptable use policy Rahi provides;

(b) be responsible for the accuracy, quality, and legality of Customer Data and the means by which it was collected, including obtaining any patient consents or providing any notices required by applicable privacy law;

(c) use the Services only in compliance with applicable law, including Canadian federal and provincial health-privacy legislation (e.g., PIPEDA and applicable provincial statutes such as PHIPA);

(d) maintain the confidentiality of any account credentials and promptly notify Rahi of any suspected unauthorized access; and

(e) not use the Services in a manner that could expose Rahi to liability under, or that is inconsistent with, this Agreement.

5. Data Protection and Privacy

5.1 Use limited to providing the Services. Rahi will access and use Customer Data only to provide, maintain, and support the Services, and as otherwise instructed by Customer or required by law.

5.2 No training on Customer Data. Rahi does not use Customer Data, including PHI, to train, fine-tune, or improve any machine learning or AI model, whether for Customer’s benefit or any other customer’s benefit, except with Customer’s prior written consent.

5.3 Security safeguards. Rahi maintains administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and security of Customer Data, consistent with applicable Canadian privacy law.

5.4 Data residency. Customer Data is hosted and processed in Canada, except as necessary to interoperate with a Third-Party Application that Customer elects to connect (see Section 6).

5.5 Subprocessors. Rahi may engage Subprocessors to provide the Services, subject to written obligations no less protective than those in this Agreement. Rahi will make available, on request, a current list of Subprocessors that process Customer Data.

5.6 Audit trail. Rahi will maintain a record of actions taken by the Services on Customer’s behalf, reviewable by Customer’s authorized personnel.

5.7 Data Processing Agreement. Where required by applicable law, the parties will enter into a separate data processing addendum, which will be incorporated into and form part of this Agreement.

5.8 Deletion on termination. Except as required by law or as set out in Section 12, Rahi will delete or return Customer Data within 90 days of termination, at Customer’s election.

6. Third-Party Integrations

The Services may interoperate with third-party applications Customer elects to connect, such as an EMR (“Third-Party Application”). Connecting a Third-Party Application may require Customer to grant Rahi access to Customer’s account with that provider. Rahi is not responsible for the acts, omissions, security practices, or availability of any Third-Party Application, and any exchange of data with such a provider is solely between Customer and that provider.

7. Usage Restrictions

Customer will not, and will not permit any Authorized User or third party to:

(a) make the Services available to anyone other than Authorized Users, or use the Services for the benefit of any third party;

(b) sell, resell, license, sublicense, distribute, or lease the Services;

(c) use the Services to store or transmit unlawful, infringing, or tortious material, or material that violates a third party’s privacy rights;

(d) transmit malicious code or interfere with the integrity or performance of the Services;

(e) attempt to gain unauthorized access to the Services or related systems;

(f) reverse engineer, decompile, or disassemble the Services, or access them to build a competitive product;

(g) use the Services to provide, place, or receive emergency service communications; or

(h) access the Services for competitive benchmarking, or, if Customer is a direct competitor of Rahi, access the Services at all, without Rahi’s prior written consent.

8. Fees and Payment

8.1 Fees. Customer will pay the fees specified in the applicable Order Form. Except as otherwise stated, fees are non-refundable and payment obligations are non-cancelable.

8.2 Invoicing. Rahi will invoice Customer in accordance with the Order Form. Unless stated otherwise, invoiced amounts are due within 30 days of the invoice date.

8.3 Late payment. Overdue amounts may accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower). Rahi may suspend the Services if payment is more than 15 days overdue, after providing at least 7 days’ written notice.

8.4 Taxes. Fees are exclusive of applicable taxes, which Customer is responsible for paying, except taxes on Rahi’s net income.

8.5 Free trials and pilots. Rahi may offer free trial or pilot access at its discretion. Free trials are provided “as is,” may be modified or discontinued at any time without liability, and are otherwise subject to this Agreement.

9. Intellectual Property

9.1 Rahi’s property. Rahi and its licensors retain all right, title, and interest in and to the Services, including all software, models, and improvements, and any suggestions or feedback Customer provides.

9.2 Customer’s property. Customer retains all right, title, and interest in Customer Data. Customer grants Rahi a limited, worldwide licence to host, process, and transmit Customer Data solely to provide the Services in accordance with this Agreement.

9.3 No implied licences. Except as expressly stated, this Agreement grants no rights, by implication or otherwise, to either party’s intellectual property.

10. Confidentiality

Each party (the “Receiving Party”) will protect the other party’s (“Disclosing Party”) confidential information using at least the same degree of care it uses for its own confidential information of a similar nature, and no less than reasonable care. The Receiving Party will use confidential information only to perform its obligations under this Agreement and will not disclose it except to personnel and contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein, or as required by law (with prior notice to the Disclosing Party where legally permitted). Customer Data is Rahi’s confidential information belonging to Customer; the Services and related know-how are Rahi’s confidential information.

11. Warranties and Disclaimers

Each party represents that it has the authority to enter into this Agreement. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND RAHI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. RAHI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCURATE OR COMPLETE.

12. Indemnification

12.1 By Rahi. Rahi will defend Customer against third-party claims alleging that the Services infringe that party’s intellectual property rights, and will indemnify Customer for damages finally awarded, subject to prompt notice and Rahi’s control of the defense.

12.2 By Customer. Customer will defend and indemnify Rahi against third-party claims arising from (a) Customer Data or Customer’s use of it in breach of this Agreement, (b) Customer’s or an Authorized User’s violation of Section 4 (Customer Responsibilities) or Section 7 (Usage Restrictions), or (c) Customer’s failure to obtain required patient consents or provide required notices.

12.3 Process. The indemnified party must promptly notify the indemnifying party of any claim and give it control of the defense and settlement, subject to the indemnified party’s right to participate with its own counsel at its own expense.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST REVENUE OR PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT. EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO RAHI IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. These limitations do not apply to (a) a party’s indemnification obligations, (b) Customer’s payment obligations, (c) breach of confidentiality, or (d) a party’s gross negligence or willful misconduct.

14. Term and Termination

14.1 Term. This Agreement remains in effect for the term stated in the applicable Order Form and any renewal terms.

14.2 Termination for convenience. Either party may decline to renew by providing notice as specified in the Order Form.

14.3 Termination for cause. Either party may terminate this Agreement on written notice if the other party materially breaches this Agreement and fails to cure within 30 days of notice, or becomes insolvent.

14.4 Effect of termination. On termination, Customer’s access to the Services will end. Rahi will make Customer Data available for export for 30 days following termination, after which it will be deleted or returned in accordance with Section 5.8, except as required by law.

14.5 Survival. Sections 5 (Data Protection and Privacy, as to post-termination handling), 9 (Intellectual Property), 10 (Confidentiality), 11 (Warranties and Disclaimers), 12 (Indemnification), 13 (Limitation of Liability), and 16 (General Provisions) survive termination.

15. Beta and Pilot Features

Rahi may make features available on a beta, pilot, or early-access basis. Such features are provided “as is,” without warranty, may be discontinued at any time, and Rahi’s liability with respect to them is limited to the maximum extent permitted by law.

16. General Provisions

16.1 Governing law. This Agreement is governed by the laws of the Province of Ontario, and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts of Waterloo, Ontario.

16.2 Notices. Notices to Customer will be sent to the contact provided in the Order Form. Notices to Rahi will be sent to [email protected]. Notice is deemed received when the email is sent.

16.3 Assignment. Neither party may assign this Agreement without the other’s prior written consent, except either party may assign it to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a direct competitor of the other party (in which case the non-assigning party may terminate on notice).

16.4 Changes to this Agreement. Rahi may update this Agreement from time to time. Material changes will take effect no less than 30 days after notice, except changes required by law, which may take effect immediately. Continued use of the Services after changes take effect constitutes acceptance.

16.5 Force majeure. Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control.

16.6 No agency. This Agreement does not create a partnership, joint venture, or agency relationship between the parties.

16.7 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions remain in full effect.

16.8 Entire agreement. This Agreement, together with any Order Forms and the data processing addendum (if applicable), is the entire agreement between the parties regarding the Services and supersedes all prior agreements on the subject.

17. Contact

Questions about this Agreement can be directed to: