Master Terms of Service

Last Updated: February 19, 2026

Welcome to Ava Industries! We’re excited to partner with you to streamline your clinic’s operations through our cutting-edge Platform. These Terms of Service (“Agreement,” or “Terms”) are a legal agreement between you (the “Clinics,” ‘Clinic”, “you,” or “your”) and Ava Industries Inc. (“Ava,” “we,” “us,” or “our”), a company headquartered in Calgary, Alberta, Canada. By subscribing to, paying your Fees and using our Platform, you or the entity you represent agree to the following terms and conditions, including our , incorporated herein by reference, and all other terms and conditions that are incorporated by reference into this Agreement. If you have questions, reach out to us at before diving in!

1. What We’re All About

We provide a cloud-based software Platform to help clinics like yours manage electronic medical records (EMR), streamline documentation with AI-powered transcription, communicate with patients and providers, and handle tasks like e-signatures, billing integrations and more. These Terms apply specifically to Clinics like physician offices, medical practices, or similar organizations using our Services (the specific products and features you’ve subscribed to) for business purposes like streamlining your operations and delivering patient care. Here’s the gist:

• You get access to the specific Services you pay for on our Platform for your clinic’s business use.
• You’re in control of how you use it, meaning you’re responsible for compliance with laws and managing your team and data.
• We’re here to help with support and updates, but our liability is limited as outlined below.

Let’s break it down!

2. Definitions

We’ve kept this simple so no convoluted legal jargon here. Just clear terms that you’ll see throughout, so here’s what they mean:

• Aggregate Data: Anonymized or de-identified data we create from Customer Data to improve our Services.
• Authorized Users: You and your employees, contractors, or consultants authorized by you to use the Services on your behalf, as per your Order.
• Clinics: All references to you, your, clinic or Clinics mean you and your Authorized Users as a clinic or medical practice using our Services to enhance your patient care.
• Confidential Information: Is defined in Section 9 below.
• Customer Data: Info you or your Authorized Users upload or generate through the Services (e.g., patient records, notes), excluding Aggregate Data.
• Implementation Fees: Fees for initial setup, configuration, and training services to onboard your clinic to the Platform, as specified in your Order or Statement of Work.
• Data Migration Fees: Fees for transferring your clinic’s data from a legacy vendor to the Platform, as specified in your Order or Statement of Work, contingent on receipt of complete and usable data as confirmed by Ava in writing.
• Order: An order placed by you through our website, Platform, or App, or a signed order form with your chosen subscription plan, Services, Fees, and term.
• Patient Users: Your patients accessing your services via Ava’s Platform, like booking appointments or messaging.
• Platform: Our cloud-based software ecosystem, which includes EMRs, communication tools, AI tools and workflow solutions like e-signatures and billing, plus any future products, features, upgrades, or enhancements we roll out to make your clinic’s life easier. This includes mobile apps, APIs, and documentation, too!
• Professional Services: Extras like setup, training, or custom work that are outlined in a Statement of Work (SOW).
• Services: Access to the Platform and the specific products, features, and support (e.g., EMR access, e-signatures, billing integrations) you’ve subscribed to under your Order, plus any Professional Services.
• Third-Party Content: Includes any content, software, services, APIs, or data provided by third parties and made available through or integrated with the Platform, including but not limited to medical reference content (e.g., Medi-Span by UpToDate, Inc.), payment processing services (e.g., Helcim), cloud hosting and infrastructure (e.g., AWS), and any other third-party tools or features we may add.
• User Type: A category of Authorized Users specified in your Order, which may be based on their role or usage of the Services, distinct roles, duties or permissions.

3. Access & Use

3.1 Your Subscription License

When you sign an Order and pay your Fees, we grant you and your Authorized Users a non-exclusive, non-transferable, revocable license to use the Services for your clinic’s internal business purposes during your subscription term. It’s tailored to what you’ve chosen from our Platform offerings!

3.2 Authorized Users

You may add or remove Authorized Users accessing the Services at any time through the Platform. You will be invoiced monthly based on the number of Authorized Users utilizing the Services during the billing period, in accordance with the usage-based fee thresholds specified in the applicable pricing schedule provided by Ava. Ava reserves the right to audit Authorized User counts to ensure compliance with your Order, and any changes to usage exceeding your Order’s limits may incur additional fees as specified in your Order or our pricing schedule. You’re responsible for their actions. Please make sure they understand and follow these Terms. If someone leaves your team, be sure to deactivate their account within five (5) business days.

3.3 Acceptable Use

You agree to use the Services lawfully, responsibly, and as intended for your clinic’s operations. Stick to the usage limits in your Order. Don’t share access with unauthorized third parties without our written consent. For specific restrictions on what you and your Authorized Users can’t do, see Section 4.3 below.

3.4 Updates & Enhancements

• Updates: We may make generally available changes to the Platform for our customers (such as maintenance releases, bug fixes, corrections, and minor modifications). We call these “Updates”. Updates are provided to you at no additional cost. We will not make any Updates that materially decrease the functionality of your use of the Platform during this Agreement term.
• Improvements: We may periodically launch new or provide significant modifications, enhancements, improvements, add-ons, features, or functionality to the Platform. We call these “Improvements”. A Fee may be applicable for you to access and use them. You are under no obligation to use Improvements. You will only be charged a Fee if you access and use the Improvements.
• Beta Offerings: We might offer pre-release features for testing at no cost. They’re made available to you for evaluation purposes and, subject to applicable law, are provided to you “as-is,” with no warranties. Beta Offerings can expire at any time without notice.
• Future Functionality: You acknowledge and agree that your purchase of Services is not contingent on the delivery of any future functionality or feature, or dependent on any oral or written public comments made by us regarding future functionality or features. We may change, remove, or add features and functionality (including Updates or Improvements) at any time in our sole discretion. We have no obligation to make any feature available in any jurisdiction and may exclude certain features and functionality in certain areas at our discretion.

3.5 E-Signature Functionality

If included in your Services, our e-signature tool lets you collect consents, waivers, or prescriptions electronically. You’re responsible for their legal validity and compliance with applicable laws (e.g., e-signature regulations). Download and store these documents regularly, as we don’t guarantee indefinite retention.

3.6 Third-Party Content and Services

The Platform may include or integrate Third-Party Content. Your use of any Third-Party Content, and the use by your Authorized Users, is subject to the third party’s own terms of service, license, or acceptable-use policy (the “Third-Party Terms”), which are incorporated into these Terms by reference. We will provide links to the current Third-Party Terms [] or upon request at emr-support@avaindustries.ca. You agree that by clicking “I Agree” to these Terms or by accessing or using any Third-Party Content, you, and your Authorized Users are bound by the applicable Third-Party Terms.

For Medi-Span Licensed Content from UpToDate, Inc. (“UpToDate”) specifically (if included in your subscription): your use and the use by your Authorized Users is governed by the UpToDate. Pass-Through Terms set out in Exhibit 1-A of our master license agreement with UpToDate (a current copy is available [] or upon request). By accessing the UpToDate Licensed Content you and your Authorized Users agree to be bound by those Pass-Through Terms as if you were the “Customer” named in Exhibit 1-A, with the following automatic adaptations: (i) “Licensor” means Ava Industries Inc.; (ii) “Customer” and “Clinics” mean you, the legal entity that accepted these Terms; (iii) “Clinician” has the meaning set out in Exhibit 1-A.

You acknowledge that all Third-Party Content is provided on a limited, non-exclusive, non-transferable basis solely for your internal clinic use and may not be used for any other purpose. Any breach of the Third-Party Terms is a material breach of these Terms and may result in immediate suspension or termination of access to the affected Third-Party Content (without affecting the rest of your subscription). We are not responsible for the performance, accuracy, availability, or any acts or omissions of any Third-Party Content.

4. Your Obligations

4.1 Compliance

You’re responsible for complying with all applicable laws, including Canada’s federal Personal Information Protection and Electronic Documents Act (PIPEDA), provincial health privacy laws (e.g., Alberta’s Health Information Act) and, if relevant, the Health Insurance Portability and Accountability Act (HIPAA) in the U.S., as well as other healthcare regulations. This includes compliance with any Third-Party Content licenses. Please set your own policies for Patient Users and Authorized Users, notify them as required by law, and ensure they’re followed. e We don’t monitor or enforce them for you.

4.2 Customer Data

You own the Customer Data that you choose to upload into the Platform, and you must have legal rights to use it (e.g., patient consent). We process it to deliver your Services, but you are responsible for ensuring its accuracy, legality, and maintaining its security within your systems (e.g., strong passwords, access controls like multifactor authentication). You consent to our use of AI technologies to process Customer Data, solely for providing the Services and generating anonymized Aggregate Data, subject to the security measures in Section 7.3.

4.3 Restrictions

You agree not to misuse the Services or the broader Platform, and you’ll ensure your Authorized Users and third parties don’t either. Specifically, you will not, directly or indirectly, and you will not permit or encourage anyone to:

1. Use the Services for any illegal or unauthorized purpose, or in a way that:
2. infringes, violates, or misappropriates anyone’s rights, including intellectual property, confidentiality, or privacy rights;
3. is harmful, hateful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable (as we reasonably determine);
4. attempts to steal passwords, accounts, or security info from other users;
5. breaches network security, cracks encryption, or submits false data; or
6. violates any laws, rules, or regulations applicable to your use of the Services;
7. Reverse engineer, decompile, disassemble, or otherwise try to uncover the code, structure, or algorithms of the Services or Platform, or use them to build a competing product or copy their features, functions, or design; or
8. Circumvent or attempt to bypass any limits on your account (e.g., user caps, timing, or feature restrictions) built into the Services or your Order;
9. Game the Services for any reason, like dodging Fees by using multiple accounts, sharing credentials, or encouraging others to do so;
10. Sell, resell, lease, sublicense, transfer, assign, distribute, or otherwise use the Services for a third party’s benefit, unless we’ve given prior written approval;
11. Modify, translate, or create derivative works from the Services or Platform, or reproduce, copy, or exploit them beyond what’s expressly allowed in these Terms, your Order, or our documentation;
12. Upload or transmit malicious code (e.g., viruses, worms, Trojan horses) through the Services;
13. Use the Services to collect or store sensitive information (like personal health or financial data) without proper safeguards, doing so at your own risk and ensuring compliance with all applicable laws;
14. Use the Services in a way that contradicts our product documentation;
15. Allow anyone other than Authorized Users to access the Services;
16. Use the Services to promote or market competing platforms or for any third party’s benefit beyond their intended clinic use, without our consent;
17. Interfere with the Services’ security measures, authentication, or performance (e.g., by overloading, spamming, or crashing them);
18. Use robots, spiders, or other tools to scrape or copy data from the Services without our prior written consent; or
19. Circumvent our systems for tracking usage or Fees (e.g., Authorized User counts or data volumes).

You’ll use the Services’ bandwidth, storage, and resources reasonably based on your Order. We monitor usage to keep things fair for all customers. If your usage exceeds reasonable limits, we’ll notify you and work with you to address it. Persistent overuse after notice may lead us to throttle bandwidth, cap storage, or suspend/terminate your access, without liability.

If you learn that an Authorized User has violated these Terms, including these restrictions, notify us promptly and suspend their access until we advise otherwise.

4.4 Our Right to Act
We reserve the right, but have no obligation, to suspend, remove, or delete any Customer Data or suspend/terminate any Authorized Users that violate these Terms, including the restrictions in Section 4.3 above. Additionally, despite anything else in these Terms (including Section 10), we may suspend or terminate your access to the Services if you violate these restrictions, without prior notice to you.

4.5 Emergency Suspension
We reserve the right to suspend your Services if it’s necessary to prevent material harm to Ava, our Platform, or other customers (e.g. denial-of-service attacks, viruses, security breaches, mail flooding, or other disruptions beyond our control) or if required by law or a governmental request. We’ll aim to notify you as soon as practicable, but urgent action may come first to protect the integrity and security of the Services for all of our customers.

5. Our Commitments

5.1 Support

Currently, we provide technical support for your Services Monday to Friday, 9:00 AM to 5:00 PM MDT, via email or phone. We don’t support third-party systems (e.g., your hardware or internet). This is subject to change without notice.

5.2 Professional Services

We want you to be successful using our Platform. That is why, as a new customer, you will receive assistance with implementation and training as part of your initial Order. Additional assistance may be provided via a SOW, with clear deliverables and Fees tied to your Services so you know what success looks like. There may be a need for us to use subcontractors, but we’re accountable for their work.

5.3 Service Levels

We’re all about keeping your Services running smoothly with high uptime and performance. However, all online services suffer occasional disruptions and unplanned outages. Ava is not immune to this, and we are not liable for any disruption or loss you may suffer as a result. While we love to hear from our customers, nobody wants a flood of customer calls about performance, so we’re naturally driven to make our Platform perform at its best for you. We’ll schedule any maintenance with advanced notice whenever we can, so your clinic stays up and running without a hitch!

6. Fees & Payment

6.1 What You Pay

Fees are based on your Order, such as one-time Implementation Fees, Data Migration Fees, and recurring subscription costs for your chosen Services, plus additional Authorized Users. Fees for Professional Services are invoiced separately. Payments are due via pre-authorized debit within 30 days of invoicing unless specified otherwise in your Order. All payments must be made free and clear of any deduction or withholding required by law (e.g., domestic or cross-border withholding taxes, or “Regulatory Fees”). If any Regulatory Fees apply, you’ll pay them so that the net amount we receive equals the full amount due under these Terms. If Regulatory Fees are deducted, we’ll invoice you for the difference. Ava will issue an invoice for Implementation Fees within 30 days of signing this Agreement and an invoice for Data Migration Fees within 30 days of receiving complete and usable test data from your legacy vendor (if applicable).

6.2 Pricing
Unless your Order Form states otherwise, all Fees are based on a usage-based pricing model. This is an industry first! This means charges are determined by how the Services are actually used during each billing period, including the number and type of Authorized Users and the number of hours each User Type spends on the Platform. Fees will adjust automatically (up or down) as your usage crosses the relevant thresholds during the billing cycle.

6.3 Payment Terms
Monthly subscription Fees must be paid by pre-authorized debit (“PAD”) at the end of each billing period, without deduction or set-off. Usage-based Fees will adjust automatically (up or down) based on the number of Authorized Users, User Type, and hours spent on the Platform during the billing cycle, as per the pricing schedule in your Order. If PAD is not established at the time of signing, Ava will issue invoices by email, payable by Electronic Funds Transfer (EFT) within 30 days of the invoice date. Note that a valid PAD must be in place by go-live. Your clinic’s electronic billing to the provincial health billing system will be enabled once we receive you PAD authorization.

6.4 Late Payments
If we don’t receive payment by the due date, we’ll send you a written notice. If payment isn’t received within seven (7) calendar days of that notice, we may, at our discretion and alongside other rights in these Terms: (a) charge late interest at the lower of 12% per year or the maximum rate allowed by law, compounded monthly, from the due date until paid; and (b) immediately suspend your and your Authorized Users’ access to the Services until all overdue amounts are paid. Overdue amounts may also incur reasonable collection costs.

6.5 Disputes
Got a billing issue? Notify us within 30 days of the invoice date, and we’ll resolve it. Undisputed amounts remain due on time.

6.6 Taxes
Fees exclude taxes. You’re responsible for any applicable sales, use, or similar taxes. If we’re required to collect them, we’ll add them to your invoice unless you provide a valid exemption certificate.

6.7 No Refunds
We won’t refund Fees except where these Terms explicitly say so (e.g., termination for our breach under Section 10.3).

7. Data Ownership & Privacy

7.1 Your Data Rights

Your Customer Data belongs to you! To provide you with the Services and create Aggregate Data, you give us a worldwide, non-exclusive license to use, store, and process it. If Patient Users ask to see, fix, or delete their data, we’ll help you respond within 30 days or as required by provincial health privacy laws. Want your Customer Data deleted? Just let us know in writing, and we’ll remove it within 30 days, unless we’re legally required to retain it. Once this agreement is terminated, we’ll return or destroy all your Customer Data, including personal health information, as you direct, within 180 days or shorter if required by provincial health privacy laws, whichever is shorter.

7.2 Our Data Use

We use Customer Data to deliver your Services and enhance the Platform. Aggregate Data stripped of identifiers helps us improve our offerings and enhance your experience. We and our Affiliates, agents, subprocessors, subcontractors, and third-party service providers may create and use Aggregate Data (i) to provide, improve, and enhance the Services and the Platform, (ii) for development, diagnostic, and corrective purposes, (iii) to develop and distribute benchmarking and other relevant metrics for our customers and third parties to better understand trends related to their industry, (iv) to create, develop, and distribute additional products and services, and (v) for any other lawful business purpose. If we need to share data with subprocessors (like our web host providers), we’ll make sure they follow provincial health privacy laws and keep things confidential.

7.3 Data Sharing Features

If part of your Services, the Platform enables data exchange with other providers, labs, or authorities, you’re responsible for obtaining all necessary consents from Patient Customers or other individuals to ensure that you comply with applicable privacy laws prior to data exchange. We act solely as an information manager and processor of such data under your instructions and do not control or verify the recipients, accuracy, or legality of these transfers. We do not verify recipients or guarantee receipt.

7.4 Security

We are ISO 27001 compliant. We use industry-standard safeguards like AES-256 encryption for all data at rest and in-transit, multi-factor authentication, and regular audits, to protect Customer Data within your Services. We also maintain a strong security posture with ongoing checks, like risk assessments, external penetration testing, and external security system audits, to stay ahead of new threats and comply with provincial health privacy laws. You’re responsible for your own security practices (e.g., strong passwords, multi-factor authentication, device safety).

7.5 Audit Rights

You can check our compliance with these Terms and provincial health privacy laws relevant to where you operate once a year, with 15 days’ written notice, during business hours. Audits are at your expense unless we are found non-compliant, in which case we’ll cover reasonable audit costs. We’ll provide relevant records to ensure transparency.

8. Intellectual Property

8.1 Ownership of the Platform
The Platform, including its software, code, algorithms, designs, documentation, and any updates, enhancements, or derivative works (collectively, “Platform IP”), is owned by us or our licensors. You’re granted a limited, non-exclusive, non-transferable, revocable license to use the Services as outlined in your Order, but this doesn’t transfer any ownership rights. We reserve all rights not expressly granted.

8.2 Ownership of Professional Services Deliverables
Unless your Statement of Work (SOW) states otherwise, any deliverables, materials, or work product (“Deliverables”) created through Professional Services remain our property, including all intellectual property rights therein. We grant you a non-exclusive, non-sublicensable, revocable license to use these Deliverables solely for your clinic’s internal business purposes during your subscription term.

8.3 Your Intellectual Property
You retain ownership of your trademarks, logos, graphics, and any other materials you upload to the Services (“Your IP”). You grant us and our affiliates a worldwide, royalty-free, non-exclusive license to use, reproduce, and display Your IP as necessary to provide the Services during your subscription term. This license ends when these Terms terminate, except for any use in Aggregate Data as per Section 7.2.

8.4 Feedback and Suggestions
We value your feedback on how we can make your experience on our Platform even better. Note that when you or your Authorized Users provide feedback, suggestions, or ideas about the Platform or Services (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate Feedback into our offerings without compensation or attribution. We’re not obligated to act on Feedback, but we’re free to use it to enhance the Platform or develop new features.

8.5 Third-Party IP
The Services may include third-party software, content, or integrations subject to separate licenses. You agree to comply with any applicable third-party terms we notify you of. We’re not responsible for third-party IP disputes arising from your use of the Services.

9. Confidentiality

“Confidential Information” means non-public information shared (like Platform specs or your Customer Data) that’s marked confidential or reasonably should be considered confidential, excluding information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known by the receiving party before disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s information; or (d) is received from a third party without restriction and without breach of confidentiality obligations. Both parties will protect Confidential Information, using at least the care we’d take with our own sensitive stuff. Disclosures are only allowed if legally required (with notice to the other party if possible) or to trusted advisors under confidentiality obligations. Post-termination, both parties agree to return or destroy Confidential Information, retaining only what the law or a reasonable retention policy requires.

10. Term & Termination

10.1 Term and Termination

Your subscription begins on the date specified in your Order and will automatically renew each year unless you provide 90 days’ written notice before the end of your current term. You may also choose to end your subscription early by providing us with 90 days’ written notice. If you, as the clinic and customer of Ava, choose to transition to a different EMR provider, we will be sad to see you go, but we understand. To support you to the very end, we will provide you with an export file of your clinic’s EMR data at no cost. We believe you should never feel locked in, and we’ll support a smooth transition. Fees may be incurred for complex or large-scale data exports or where an individual Authorized User leaves and needs to take their data with them. We'll always be transparent and communicate any costs in advance. No refund will be provided unless specified in Section 6.7 or 10.2.

10.2 Implementation Cancellation

We get that things can suddenly change. If you decide to end your implementation before go-live, we’ll apply a fair adjustment to your implementation Fees based on how far along we are. For example: cancelling before kickoff means a full refund; cancelling partway through means a partial refund; and once most of the work is complete, no refund applies. We’ll confirm the details with you and settle any refund within 30 days.

10.3 Fee Adjustments

Renewal Fees for your Services may increase, but core subscription Fees (excluding usage-based Fees for Authorized Users or additional activity) will not rise more than 5% annually. Usage-based Fees may adjust based on your actual usage as outlined in Section 6.3, without the 5% cap, and will be reflected in your monthly usage report.

10.4 Termination for Cause

• By Us: We can suspend access to your Services for non-payment (after ten (10) days’ notice) or terminate for material breaches (e.g., misuse) if you don’t resolve the problem within 30 days.
• By You: You can end it if we materially breach and don’t fix it within 30 days of notice.
• Insolvency: Either party can terminate immediately if the other faces bankruptcy or insolvency proceedings.

10.5 Post-Termination

Access to your Services ends when these Terms do. We’ll settle outstanding Fees or prorated refunds within 30 days.

11. Warranties, Disclaimers & Liability

11.1 Our Warranties

We warrant that: (a) we will comply with the law; (b) during your subscription term, the Services will substantially conform to their documentation under normal use; and (c) Professional Services will be performed with reasonable care and skill consistent with industry standards. If we breach these warranties, we’ll use commercially reasonable efforts to correct the issue within 30 days of your written notice. If we can’t, your sole remedy is a prorated refund of Fees paid for the affected Services or Professional Services, as applicable.

11.2 Your Warranties

You warrant that: (a) you have the legal right to provide Customer Data for use with the Services, including all necessary consents (e.g., from Patient Users), and (b) your use of the Services complies with all applicable laws, including PIPEDA, provincial health privacy laws, and, if relevant, HIPAA. Breach of these warranties triggers your indemnification obligations under Section 12.1.

11.3 General Disclaimers

Except as expressly stated in Section 11.1, the Services, Platform, and any Deliverables are provided “as is” and “as available.” We don’t warrant that: (a) the Services will be uninterrupted, error-free, or meet all your requirements; (b) all defects will be corrected; or (c) the Services comply with all legal or regulatory obligations applicable to your clinic. For Third-Party Content like the UpToDate drugs database, which is provided "as is" without guarantees of accuracy or suitability for health outcomes, we disclaim all warranties, including accuracy, completeness, or fitness for clinical decisions. Licensed Third-Party Content is informational only and does not replace professional judgment. Beta offerings are experimental and carry no warranties. We’re not liable for Patient User actions, third-party integrations, or risks from data sharing via the Platform.

11.4 Disclaimer for Artificial Intelligence (AI)

Our Services may use AI engines, which have limitations. AI can generate inaccurate outputs, infringe intellectual property, disclose confidential data, plagiarize, or produce results or rely on inputs that violate laws or are otherwise problematic. You should avoid inputting or using sensitive data (e.g., protected health information) unless you’ve ensured its security and compliance. You agree to review and validate all AI-generated outputs for accuracy, legality, and compliance with applicable laws before relying on or distributing them. Notwithstanding anything else in these Terms, we’re not liable to you or third parties for damages, including those in Section 11.5 or to persons/property arising from our AI use, your use of AI, or Services incorporating AI. This covers inaccurate results, unintended outcomes, or reliance on AI outputs. AI-generated content is informational only, not a binding commitment from us, and we disclaim liability for any errors or misrepresentations.

11.5 Liability Limits

Our aggregate liability under these Terms, whether in contract, tort, or otherwise, is limited to the Fees you paid for the Services in the twelve (12) months prior to the claim (or $50,000, whichever is less). We’re not liable for indirect, consequential, special, punitive, or exemplary damages (e.g., lost profits, goodwill, or data), even if foreseeable. These limits don’t apply to: (a) your payment obligations, (b) your indemnification duties under Section 12.1, or (c) liability that can’t be limited by law.

12. Indemnification

12.1 Your Indemnification

You agree to defend, indemnify, and cover Ava, our affiliates, and our respective officers, directors, employees, agents, and subcontractors (“Ava Parties”) from any third-party claims, demands, or lawsuits (“Claims”) and resulting damages, losses, costs, or expenses (including reasonable legal fees) caused by: (a) your or your Authorized Users’ use of the Services; (b) Customer Data, including its accuracy or legality; (c) your breach of these Terms, including Sections 4 (Your Obligations) and 11.2 (Your Warranties); or (d) your violation of applicable laws or third-party rights (e.g., IP or privacy). This includes Claims from your Patient Users or Authorized Users.

12.2 Our Indemnification

We’ll defend you and your affiliates, officers, directors, employees, and agents (“Customer Parties”) against Claims alleging that the Platform, when used as permitted, infringes someone’s intellectual property rights (e.g., patents, copyrights). We’ll also cover you if we cause a data breach, but only up to the liability cap in Section 11.5. We’ll cover resulting damages, settlements, or costs awarded against you, provided: (a) you notify us in writing within ten (10) days of the Claim; (b) we control the defence and settlement (you may participate at your expense); and (c) you cooperate fully. If a Claim arises, we may, at our option: (i) secure a license for continued use; (ii) modify the Platform to avoid infringement without materially reducing functionality; or (iii) terminate your Services and refund prepaid, unused Fees. This is your only remedy for IP Claims.

12.3 Exclusions

We’re not obligated to indemnify you if the Claim results from: (a) your unauthorized modification of the Platform or Services; (b) your use of the Services beyond the scope of these Terms or your Order; (c) combining the Services with third-party products we didn’t provide; or (d) your failure to implement updates we provide to avoid infringement.

12.4 Procedure

The indemnifying party will assume the defence of a Claim with counsel of its choice. The indemnified party will provide reasonable assistance at the indemnifying party’s expense. No settlement requiring admission of liability or payment by the indemnified party may occur without their prior written consent, which will not be unreasonably withheld.

13. General Provisions

13.1 Surviving Terms

The following sections survive termination or expiration of these Terms: 4 (Your Obligations), 6 (Fees & Payment), 7 (Data Ownership & Privacy), 8 (Intellectual Property), 9 (Confidentiality), 11 (Warranties, Disclaimers & Liability), 12 (Indemnification), and 13 (General Provisions), along with any other provisions that by their nature should survive (e.g., payment obligations, dispute resolution).

13.2 Amendments

We may update these Terms, so check for the latest version. Your continued use of the Services means acceptance.

13.3 Force Majeure

Neither party is liable for delays or failure to perform (except payment obligations) due to uncontrollable events (e.g., natural disasters, pandemics), provided we notify each other promptly. Both parties will use reasonable efforts to mitigate the impact of such events and resume performance as soon as practicable.

13.4 Assignment

You can’t assign these Terms, your rights under them, or any Orders without our prior written consent, and the same goes for us needing your consent. That said, either of us can assign these Terms without asking if it’s to: (a) an entity we control, that controls us, or that’s under common control with us (where “control” means having the authority, directly or indirectly, to guide the management, policies, or operations—whether through ownership, contracts, or otherwise); or (b) an entity acquiring all or most of our business assets tied to these Terms. Once approved or allowed, these Terms bind and benefit both parties and their successors or permitted assigns.

13.5 Data Breach Notification

If you spot any actual or suspected unauthorized access, use, sharing, loss, or change to your Customer Data or other data processed through our Services (a “Data Breach”), you agree to tell us right away, within 24 hours. Share all the key details, and work with us to investigate and fix it. We’ll let you know quickly if we find a Data Breach affecting your Services, unless laws or regulations stop us. Both of us promise to follow data breach notification laws (like PIPEDA and provincial health privacy laws) and team up on any required notices to affected individuals or authorities.

13.6 Entire Agreement

These Terms, your Order, and any SOW are the only documents that apply, superseding prior agreements. Amendments must be in writing and signed.

13.7 Interpretation

We’ve written these Terms to be simple and clear, but here’s how to understand a few things. When we use a singular word (like “user”), it also covers the plural (like “users”), and vice versa. The use of headings are just for easy navigation. They do not change what the Terms say and mean. When we use words like “include,” “includes,” or “including,” “such as,” and other similar terms, it’s not a complete list, so think of it as “including, but not limited to.” This keeps everything straightforward!

13.8 Resolving Conflicting Terms

If there’s a conflict between these Terms, your Order, any Statement of Work (SOW), or other documents we’ve agreed to, here’s how we sort it out: these Terms come first, followed by your Order, then any SOW, unless we explicitly say otherwise in writing. If a court says one part of these Terms doesn’t hold up, the rest still do. This keeps things clear so we all know how the documents and terms work together!

13.9 Export Controls

You will not use or access our Services if you are located in any jurisdiction in which the provision of our Services is prohibited under Canadian, United States, or other laws (a “Prohibited Jurisdiction”), and you will not provide access to our Services to any government, entity, or individual located in any Prohibited Jurisdiction. You confirm that: (i) you are not named on any Canadian or United States government list of persons or entities prohibited from transaction with any Canadian or United States person; (ii) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (iii) you will not access or use our Services in violation of any Canadian, United States, or other export embargoes, prohibitions or restrictions; and (iv) you will comply with all laws regarding the transmission of data exported from the country in which you are located to Canada and the United States.

13.10 No Waiver

If we don’t enforce a rule in these Terms right away, it doesn’t mean we’re letting it slide forever. We can still enforce it later, and you can too, unless we both agree in writing to waive it. This keeps us both free to act when needed!

13.11 Notices

Send legal notices to us at emr-support@avaindustries.ca, and we’ll send yours to the contact in your Order.

13.12 Severability

If a court says one part of these Terms doesn’t work, the rest still do. We’ll tweak the broken bit to make it legal, so we can keep going.

13.13 Independent Contractors

We’re your tech partner, not your employee or business buddy. You run your clinic, we provide the Services, and neither of us bosses the other around. It’s teamwork, not a joint venture!

13.14 No Third-Party Rights

These Terms are just between you and us. Nobody else, like your patients or our subcontractors, gets to claim anything under them, unless we say so in writing.

13.15 Marketing

By signing you agree that we may use your name and logo as a customer who uses our Services. We may feature your use of the Services as a marketing case study, provided that the confidentiality obligations in this Agreement are upheld in doing so. If you’d like to refrain from any use of name or logo, let us know in writing at emr-support@avaindustries.ca within 15 days of signing your Order.

13.16 Time Limit for Claims

Got a problem with these Terms? You’ve got one year from when it happened to bring it up, or it’s off the table. The same goes for us!

13.17 Governing Law

These Terms are governed by and interpreted under the laws of the Province of Alberta and the federal laws of Canada that apply, ignoring any conflict-of-law rules, no matter where you’re based. The International Sale of Goods Act of Alberta and the United Nations Convention on Contracts for the International Sale of Goods don’t apply to these Terms or any deals they cover.

13.18 Dispute Resolution

If a dispute arises, we will attempt to resolve it within 7 days through good-faith discussions between our management teams. If unresolved, either party may initiate arbitration administered by the ADR Institute of Canada (ADRIC) (or its applicable provincial affiliate), using a single independent arbitrator with relevant software industry expertise. Arbitration will be conducted in Calgary, Alberta, in accordance with the ADRIC Arbitration Rules. The decision will be final and binding. Arbitration costs will be shared equally unless the arbitrator decides otherwise. Either party may request mediation under the ADRIC Mediation Rules before arbitration. Disputes involving intellectual property, confidentiality, or unpaid fees may proceed directly to arbitration or court.

14. Contact Us

Questions? Contact us at emr-support@avaindustries.ca or call 587-606-0063 ext.1

We’re here to make this easy and set you up for success!