Terms of Use

These Terms of Use (these “Terms”) govern your access to and use of the Roseline AI-powered receptionist platform and related services (the “Services”) provided by Ubenwa Intelligence Solutions Inc. (“Roseline,” “we,” “us,” or “our”), a corporation incorporated under the laws of Quebec with its head office at 6666 Rue Saint-Urbain, Montreal, Quebec H2S 3H1.

By creating an account, accessing, or using the Services, you (“Customer,” “you,” or “your”) agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization (such as a medical clinic, health practice, or other entity), you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you must not access or use the Services.

These Terms should be read together with our Privacy Policy, which describes how we collect, use, and protect information in connection with the Services.

1. Definitions

“Account” means the account you create to access and use the Services.

“Authorized Users” means the individuals you authorize to access the Services on your behalf, including clinic staff, administrators, and practitioners.

“Customer Data” means all data, including personal health information, that you or your patients provide or that is generated through your use of the Services.

“EMR System” means the electronic medical records system(s) that you authorize Roseline to integrate with for the purpose of delivering the Services.

“Personal Health Information” or “PHI” means information about an identifiable individual that relates to the individual’s physical or mental health, the provision of health care to the individual, or payment for health care provided to the individual, as defined under applicable Canadian privacy legislation including the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial health privacy statutes (e.g., PHIPA in Ontario, HIA in Alberta, PHIA in Manitoba and Newfoundland and Labrador).

“Services” means the Roseline AI-powered receptionist platform and all related features, tools, integrations, and support made available to you through your Account.

2. Account Registration and Eligibility

2.1 Eligibility

The Services are intended for use by healthcare providers, medical clinics, and allied health practices operating in Canada. By registering for an Account, you represent that you are a healthcare provider or an authorized representative of a healthcare practice, that you are at least 18 years of age, and that you have the legal capacity and authority to enter into these Terms.

2.2 Account Creation

To access the Services, you must create an Account by providing accurate, current, and complete information as prompted during the registration process. You agree to keep your Account information up to date. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must notify us immediately at support@roseline.ai if you become aware of any unauthorized access to or use of your Account.

2.3 Authorized Users

You may permit Authorized Users to access the Services under your Account. You are responsible for ensuring that all Authorized Users comply with these Terms and you remain liable for their actions and omissions in connection with the Services.

3. Services

3.1 Description of Services

Roseline provides AI-powered receptionist services to support your clinic’s day-to-day operations. These Services may include:

Answering inbound patient calls and handling common inquiries;

Booking, rescheduling, and cancelling appointments directly within your EMR System(s) as authorized by you;

Transferring calls to designated staff when human assistance is required;

Providing usage analytics, call recordings, transcripts, and periodic performance summaries; and

Such other features as may be made available from time to time.

3.2 Service Modifications

We may enhance, modify, or discontinue features of the Services to improve functionality. We will use commercially reasonable efforts to notify you of material changes. Such changes will not materially reduce the overall capability of the Services during your current subscription term.

3.3 Third-Party Integrations

The Services may integrate with third-party systems, including your EMR System. You are responsible for ensuring that you have the necessary rights and authorizations to permit such integrations. We are not responsible for the performance, availability, or security of third-party systems.

4. Subscription Plans, Fees, and Payment

4.1 Plans and Pricing

The Services are offered under various subscription plans as described on our website or as otherwise communicated to you. Pricing, included features, and usage limits (such as calling minutes) are set out in the applicable plan description. All fees are quoted in Canadian dollars and exclude applicable taxes unless otherwise stated.

4.2 Trial Period

New Customers may be eligible for a trial period as described during registration. During the trial period, you may cancel at any time without penalty. If you do not cancel before the end of the trial period, your subscription will automatically convert to a paid plan, and you authorize us to charge your payment method on file.

4.3 Billing and Payment

Fees are billed in advance on a monthly or annual basis depending on your selected plan. You authorize us to charge your designated payment method for all fees due. If payment fails, we may suspend or restrict access to the Services until payment is received. You are responsible for all applicable taxes.

4.4 Usage Overages

If your usage exceeds the limits included in your plan (e.g., monthly calling minutes) for two consecutive months, we reserve the right to review and revise your pricing upon written notice. Continued use of the Services after such notice constitutes acceptance of the updated fees.

4.5 Price Changes

We may adjust pricing for future subscription periods upon at least thirty (30) days’ prior written notice to you. If you do not agree to the revised pricing, you may cancel your subscription before the new pricing takes effect.

5. Term, Renewal, and Cancellation

5.1 Subscription Term

Your subscription begins on the date you complete registration and payment (or at the end of any applicable trial period) and continues for the term selected during registration (the “Initial Term”).

5.2 Automatic Renewal

At the end of the Initial Term, your subscription will automatically renew for successive periods of the same length unless you cancel at least thirty (30) days before the next renewal date. You may manage your renewal preferences through your Account settings or by contacting us at support@roseline.ai.

5.3 Cancellation by Customer

You may cancel your subscription at any time through your Account settings or by contacting us. If you cancel during a subscription term, your access to the Services will continue until the end of the then-current billing period. No refunds will be provided for partial billing periods unless otherwise required by law.

5.4 Termination by Roseline

We may suspend or terminate your access to the Services immediately if you breach these Terms, if required by law, or if we reasonably believe your use of the Services poses a risk to us, our infrastructure, or other customers. We may also discontinue the Services upon thirty (30) days’ prior notice to you, in which case any prepaid fees for unused service periods will be refunded on a prorated basis.

6. Customer Responsibilities

In connection with your use of the Services, you agree to:

Comply with all applicable laws, regulations, and professional standards, including those relating to the protection of personal health information;

Ensure that your use of the Services and any integration with your EMR System is authorized and compliant with your obligations to your patients and applicable regulatory bodies;

Obtain any consents or provide any notices to patients as required under applicable law in connection with the use of AI-powered communications and the recording or transcription of calls;

Provide accurate and up-to-date information to Roseline as required for the delivery of the Services;

Not use the Services for any unlawful, fraudulent, or harmful purpose;

Not attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code or underlying algorithms of the Services;

Not interfere with or disrupt the integrity or performance of the Services or the data contained therein; and

Promptly notify Roseline of any security incident, unauthorized access, or suspected breach involving Customer Data.

7. Patient Consent and Regulatory Compliance

7.1 Patient Notification

You are responsible for informing your patients, in accordance with applicable law and professional standards, that an AI system may be used to handle their calls, schedule appointments, and record or transcribe conversations. You must ensure that any required consents are obtained prior to patients’ interactions with the Services.

7.2 Regulatory Compliance

You acknowledge that you, as the healthcare provider, are the custodian of your patients’ personal health information within the meaning of applicable privacy legislation. Roseline acts as your agent or service provider in processing PHI solely for the purpose of delivering the Services. You are responsible for ensuring that your use of the Services complies with all applicable privacy and health information laws, including PIPEDA, and any applicable provincial health privacy statutes.

7.3 Regulatory Changes

If changes in applicable law or regulation materially affect the manner in which the Services may be provided or used, we will work with you in good faith to address such changes. Either party may terminate the affected Services if compliance is not reasonably achievable.

8. Intellectual Property

8.1 Roseline IP

The Services, including all software, algorithms, models, interfaces, documentation, and related intellectual property, are and remain the exclusive property of Roseline and its licensors. Nothing in these Terms grants you any right, title, or interest in the Services except the limited right to use the Services in accordance with these Terms.

8.2 Customer Data

As between the parties, you retain all rights in your Customer Data. You grant Roseline a limited, non-exclusive licence to use, process, and store Customer Data solely for the purpose of providing the Services and as otherwise described in these Terms and the Privacy Policy.

8.3 Aggregated and De-Identified Data

Roseline may generate aggregated, anonymized, or de-identified data derived from Customer Data that does not identify you, your practice, or any individual patient (“Aggregated Data”). Roseline may use Aggregated Data for product improvement, analytics, benchmarking, and research purposes. This use survives termination of these Terms.

8.4 Feedback

If you provide feedback, suggestions, or ideas regarding the Services (“Feedback”), you grant Roseline a perpetual, irrevocable, royalty-free, worldwide licence to use and incorporate such Feedback into the Services without restriction or obligation to you.

9. Service Levels and Support

9.1 Availability

We will use commercially reasonable efforts to maintain system uptime of at least 99%, excluding scheduled maintenance. Scheduled maintenance will be communicated in advance where practicable.

9.2 Support

Technical support is available via email at support@roseline.ai during business hours (9:00 a.m. to 5:00 p.m. Eastern Time, Monday through Friday, excluding statutory holidays). We may offer additional support channels and premium support tiers from time to time.

10. Limitation of Liability

10.1 Cap on Liability

Except for breaches of confidentiality or data protection obligations, or for wilful misconduct, each party’s total aggregate liability under or in connection with these Terms shall not exceed the total fees paid or payable by you in the twelve (12) months immediately preceding the event giving rise to the claim.

10.2 Exclusion of Indirect Damages

In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, arising out of or in connection with these Terms or the Services, regardless of the cause of action or the theory of liability, even if such party has been advised of the possibility of such damages.

10.3 Essential Basis

The limitations and exclusions in this Section 10 reflect the allocation of risk between the parties and form an essential basis of the bargain between them. The Services would not be provided without these limitations.

11. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROSELINE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ROSELINE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Roseline does not provide medical advice. The Services are administrative tools designed to support clinic operations and do not replace the professional judgment of qualified healthcare providers. You are solely responsible for all clinical and medical decisions.

12. Indemnification

You agree to indemnify, defend, and hold harmless Roseline and its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) your violation of applicable law; (c) your failure to obtain required patient consents; or (d) any claim by a third party arising from your use of the Services.

13. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s confidential information and to use it only for the purposes of these Terms. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction. The obligations of confidentiality survive termination of these Terms for a period of three (3) years.

14. Change of Business or Ownership

Roseline may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, upon notice to you. In such event, any prepaid fees for unused service periods shall be refunded on a prorated basis if the Services are discontinued. You may not assign these Terms without our prior written consent.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the courts of Ontario.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any order forms or plan descriptions incorporated by reference, constitute the entire agreement between you and Roseline with respect to the Services and supersede all prior discussions, understandings, and agreements.

16.2 Amendments

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on our website and, where practicable, by email. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Services and cancel your subscription.

16.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

16.4 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

16.5 Notices

Notices under these Terms shall be sent by email to support@roseline.ai (for Roseline) or to the email address associated with your Account (for you). Notices are deemed received on the date sent if sent by email during business hours, or on the next business day if sent outside business hours.

16.6 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to circumstances beyond its reasonable control, including natural disasters, pandemics, government actions, or disruptions to telecommunications or internet infrastructure.

17. Contact Information

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

Ubenwa Intelligence Solutions Inc. (d/b/a Roseline AI)

6666 Rue Saint-Urbain, Montreal, Quebec H2S 3H1

Email: support@roseline.ai

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