Terms of Service

1. The agreement and who accepts it

These Terms of Service ("Terms") form a binding agreement between Merakey Technology Corp.("Merakey", "we", "us") and the organization that subscribes to or uses our products ("Customer", "you"). You accept them by signing an order form that references them, by creating an account, or by using the Services.

If you accept these Terms on behalf of an organization, you represent that you are authorized to bind that organization. Our products are sold to organizations for business use, not to consumers for personal or household purposes.

2. Definitions

• Services — Meridian, Sentinel, Healex, any integration or module we make available, and merakey.io.
• Customer Data — data you or your Authorized Users submit to the Services, or that we access from your systems at your direction, including compliance records, training content, conversation logs, and accounting data.
• Authorized User — an individual you permit to use the Services under your account.
• Order Form — the ordering document, quote, or online signup that sets out your plan, fees, term, and any negotiated terms.
• Output — reports, summaries, answers, and other material the Services generate, including AI-generated text.

3. Order of precedence

If there is a conflict, the following order controls, from highest to lowest: (a) a signed master services agreement or data processing agreement between us; (b) the Order Form; (c) these Terms; (d) any documentation or policy referenced in them. Purchase-order terms you issue have no effect on this agreement unless we sign them.

4. The services

• Meridian — automated compliance scanning for Ontario developmental services agencies. Meridian is designed to access your Home Portal data on a read-only basis, as described in the documentation, and evaluates it against a library of indicators derived from the Quality Assurance Measures. The indicator library is not exhaustive and does not cover every requirement that applies to you.
• Sentinel — an AI agent platform. Agents can be trained on content you supply and deployed across the channels your plan supports. Sentinel is available self-hosted on infrastructure you control, or hosted by us in AWS Canada, depending on the tier you buy.
• Healex — a pharmacy and eMAR platform connecting pharmacies with developmental services agencies.
• Integrations — optional connections to systems you already use, such as QuickBooks Online. Integrations are off until you enable them.

5. Accounts and users

You are responsible for your account, for every Authorized User's compliance with these Terms, and for all activity under your credentials. Keep credentials confidential, do not share logins between individuals, and notify us promptly at security@merakey.io if you suspect unauthorized access. Access is licensed per the Order Form; you may not exceed the user, agency, or volume limits it specifies without purchasing more.

6. Licence and restrictions

Subject to these Terms and payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your subscription term, for your internal business purposes.

You may not, and may not permit anyone else to:

• Copy, modify, translate, or create derivative works of the Services;
• Reverse engineer, decompile, or attempt to derive source code, except where that restriction is prohibited by law;
• Resell, sublicense, rent, or provide the Services to a third party as a service bureau, other than to the agency clients your plan explicitly covers;
• Circumvent usage limits, rate limits, or access controls, or probe or load-test the Services without our written permission;
• Use the Services or Output to build, train, or benchmark a competing product;
• Remove or obscure proprietary notices, or scrape the Services by automated means.

7. Acceptable use

You must not use the Services to:

• Break any law, or any healthcare or privacy regulation that applies to you;
• Upload data you do not have the right or authority to disclose to us;
• Transmit malware, attempt to gain unauthorized access to any system, or interfere with the Services or other customers;
• Harass, defraud, or impersonate anyone, or send unsolicited bulk messages;
• Present AI Output as coming from a licensed clinician, lawyer, or accountant, or use it to make a clinical, legal, employment, or benefits decision about a person without qualified human review;
• Enter personal health information into a channel we have told you is not approved for it.

We may suspend access without notice if your use threatens the security, integrity, or availability of the Services or another customer, or if required by law. We will restore access once the issue is resolved and will tell you what happened.

8. Customer data and ownership

You own your Customer Data. Merakey claims no ownership of it. You grant us a limited, worldwide, royalty-free licence to host, copy, transmit, display, and process Customer Data solely to provide, secure, and support the Services for you, and to comply with law. That licence ends when the data is deleted.

You own the Output generated for you from your Customer Data. To the extent we hold any right, title, or interest in that Output, we assign it to you on generation. We make no claim to your compliance reports. This does not transfer any right in the Services themselves, including our software, models, system prompts, indicator libraries, regulatory mappings, or platform metadata, and AI Output may not be capable of copyright protection in Canada.

We do not train models on your Customer Data. We do not use it to train, fine-tune, or improve models offered to anyone else, and we do not disclose it to a third-party model provider for that purpose. We may use aggregated, de-identified statistics that cannot reasonably identify you or any individual to operate and improve the Services.

9. Your responsibilities

You represent, warrant, and covenant that you will do each of the following. Breach of any of them is a material breach and a ground for suspension under section 7.

• Obtain the authorizations, consents, and approvals needed before granting us access to your systems or data, including any required under PHIPA, PIPEDA, or your agreements with the people you support.
• Ensure Customer Data is accurate, lawfully collected, and appropriate for the purpose. You are responsible for the content used to train your Sentinel agent and for what that agent tells your users.
• Configure access within your own organization, remove users who leave, and review audit logs we make available.
• Review Output before acting on it, and maintain your own compliance program. The Services support your compliance work; they do not replace it.
• Maintain the network, browsers, and systems needed to use the Services.

10. Third-party services and integrations

Some features connect to systems operated by others, such as Home Portal, QuickBooks Online (Intuit), and scheduling tools. You authorize us to access those systems on your behalf when you enable the connection, typically through OAuth. We store integration tokens encrypted and use the access only to deliver the feature you enabled.

Your use of a third-party service is governed by that provider's own terms and privacy policy. We do not control those services, do not warrant them, and are not responsible for their availability, accuracy, or acts. If a provider changes, deprecates, or revokes its API, the related feature may change or stop working, and that alone is not a breach of this agreement. You can disconnect an integration at any time from within the Services or from the third-party provider.

11. AI features and output

• AI Output is generated by statistical models. It can be incomplete, out of date, or simply wrong, and identical prompts can produce different answers.
• You are responsible for reviewing AI Output before relying on it, and for any decision you make on the basis of it. A qualified human must remain in the loop for anything affecting a person's care, employment, benefits, or legal position.
• Output is not guaranteed to be unique. Similar prompts from other customers may produce similar responses.
• Where a deployment uses a third-party model provider, we identify the provider in your documentation or Order Form and give notice before adding a new one. Sentinel's healthcare tier runs self-hosted models with no third-party AI API calls.
• You must not use the AI features for the prohibited purposes in section 7.

12. No professional advice

Compliance reports, indicator mappings, regulatory summaries, and AI Output are informational tools. They are not legal advice, regulatory advice, clinical advice, or accounting advice, and no professional relationship is created by your use of the Services.

You are solely responsible for determining your own compliance with the Quality Assurance Measures, Ontario Regulation 299/10, and every other law that applies to you, for verifying findings independently, and for your own inspection readiness. Reports are informational only. They are not a certification of compliance, they are not endorsed by or affiliated with MCCSS or any regulator, and they must not be submitted to a regulator as evidence of compliance without independent verification. Regulations change, and a scan reflects only the data available to it at the time. Consult qualified professionals about your specific circumstances.

13. Privacy, security, and confidentiality

Our handling of personal information is described in our Privacy Policy, which forms part of this agreement. Where we process personal health information on your behalf, we do so as your service provider and agent, and a data processing agreement is available on request.

Each party will protect the other's confidential information with at least reasonable care, use it only for this agreement, and disclose it only to personnel and advisors who need it and are bound by comparable obligations. This does not apply to information that is public through no fault of the recipient, independently developed, or lawfully received from a third party. Compelled disclosure is permitted with prompt notice where lawful. These obligations survive for three years after termination, and for as long as the law requires in the case of personal health information.

14. Fees, payment, and taxes

• Fees, billing frequency, currency, and term are set out in your Order Form. Where no Order Form applies, our published pricing governs. All amounts are in Canadian dollars unless the Order Form states otherwise.
• Payments are made without set-off, deduction, or counterclaim.
• Invoices are due within 30 days of the invoice date unless the Order Form says otherwise. Overdue amounts may accrue interest at 1.5% per month (19.56% per year) from the due date.
• Fees exclude applicable taxes, which you are responsible for other than taxes on our income.
• Fees are non-refundable except where these Terms expressly say otherwise. Cancelling early does not entitle you to a refund of prepaid fees for the remainder of the term.
• We may change pricing for a renewal term on at least 30 days' written notice before the renewal date. Price changes do not apply mid-term.
• Free, trial, and evaluation tiers are provided at our discretion and may be changed or discontinued at any time.
• If an invoice is more than 30 days overdue, we may suspend the Services after giving you 10 days' written notice and an opportunity to pay.

15. Term, renewal, suspension, and termination

The subscription runs for the term in the Order Form and renews for successive terms of the same length unless either party gives written notice of non-renewal at least 30 days before the end of the current term. Month-to-month subscriptions may be cancelled on 30 days' written notice.

Either party may terminate for material breach if the breach is not cured within 30 days of written notice, or immediately if the other party becomes insolvent or ceases business.

On termination: your access and all licences granted in section 6 end, and you must pay amounts accrued to that date. Where Sentinel was deployed on your own infrastructure, you must stop using it and remove all copies from your systems within 30 days, and confirm in writing that you have done so if we ask. For 30 days after termination you may export your Customer Data, or ask us to provide it in a standard machine-readable format. We will delete Customer Data from live systems within 90 days of termination and from backups on our normal rolling cycle, except where retention is required by law or a legal hold. Sections 8, 12, 13, 17, 18, 19, 20, 25, and 26 survive termination.

16. Availability and support

We work to keep the Services available and monitored, but we do not guarantee uninterrupted or error-free operation. Planned maintenance is announced in advance where practical. Any committed uptime target, support hours, or response times apply only if they are stated in your Order Form or a service level agreement; where none is stated, support is provided by email on a commercially reasonable basis.

17. Our intellectual property and your feedback

We and our licensors own the Services, including all software, models, indicator libraries, regulatory mappings, documentation, designs, and trademarks, and all intellectual property rights in them. Nothing in this agreement transfers those rights to you; you receive only the licence in section 6.

If you send us feedback, suggestions, or feature requests, you grant us a perpetual, irrevocable, royalty-free right to use them without obligation, attribution, or compensation. Feedback is given voluntarily and should not include your confidential information.

18. Warranties and disclaimers

Each party warrants that it has the authority to enter this agreement. We warrant that we will provide the Services in a professional and workmanlike manner, in accordance with the documentation, and that we will not materially reduce core functionality during a paid term.

Except as expressly stated in this section, the Services and all Output are provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all other representations, conditions, and warranties, whether express, implied, statutory, collateral, or otherwise, including any implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement, and including any conditions or warranties implied by the Sale of Goods Act (Ontario), which are expressly excluded under section 53 of that Act. We do not warrant that the Services will be uninterrupted, secure, or error-free, that Output will be accurate or complete, or that use of the Services will result in compliance with any law, regulation, standard, or inspection outcome.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent an implied warranty cannot lawfully be excluded, it is limited in duration to 90 days from first delivery. Nothing in these Terms excludes or limits any right you have under consumer protection legislation that cannot lawfully be excluded.

19. Indemnification

By us.We will defend you against a third-party claim that the Services, used as permitted by this agreement, infringe that party's Canadian or United States intellectual property rights, and will pay damages finally awarded or agreed in settlement. If such a claim is made or likely, we may modify the Services, obtain a licence, or terminate the affected subscription and refund prepaid unused fees. This does not apply to claims arising from Customer Data, from combination with anything we did not supply, or from your modification or misuse.

By you. You will defend us against third-party claims arising from your Customer Data, your training content, your use of the Services in breach of this agreement or applicable law, or your failure to obtain a required authorization or consent, and will pay damages finally awarded or agreed in settlement.

Indemnification is conditional on the indemnified party giving prompt written notice, giving the indemnifying party control of the defence, and providing reasonable cooperation. No settlement that admits liability or imposes an obligation on the indemnified party may be made without its consent.

20. Limitation of liability

To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunities, loss of goodwill, regulatory fines or penalties imposed on you, cost of substitute services, or loss or corruption of data, however caused, whether in contract, tort (including negligence), strict liability, statute, or otherwise, and whether or not the party was advised of the possibility.

Each party's total aggregate liability for all claims arising out of or related to this agreement is limited to the greater of (a) the fees you paid or owed to us for the Services in the 12 months immediately preceding the event giving rise to the claim, or (b) CAD $5,000.

Except for claims for non-payment, neither party may bring a claim arising out of this agreement more than 12 months after the claiming party first became aware of the facts giving rise to it.

These limits do not apply to:

• Your obligation to pay fees;
• Either party's indemnification obligations under section 19;
• Breach of confidentiality obligations;
• Fraud, wilful misconduct, or gross negligence; or
• Liability that cannot be limited under applicable law.

These limits apply in the aggregate across all claims and reflect an agreed allocation of risk that is part of the basis of the fees charged.

21. Beta and evaluation features

We may offer features labelled beta, preview, or early access. They are provided as is, without warranty, support, or any service level, may change or be withdrawn at any time, and should not be used with production personal health information unless we confirm in writing that they may be. Our liability for beta features is limited to the maximum extent permitted by law.

22. Publicity

Neither party will use the other's name, logo, or trademarks in public marketing without prior written consent. Consent given for a specific use, such as a named case study, may be withdrawn on 30 days' written notice for future materials.

23. Changes to the services and these terms

We improve the Services continuously and may add, change, or remove features. We will not materially reduce core functionality you are paying for during a term without notice and a reasonable alternative.

We may update these Terms. For material changes we will give at least 30 days' notice by email to your account contact or by notice in the Services, and the change takes effect at the start of your next renewal term. If a material change is unacceptable to you, you may decline to renew. Continued use after the effective date is acceptance. The version and effective date at the top of this page always identify the current version, and prior versions are available on request.

24. General terms

• Independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship, except as PHIPA expressly designates us an agent of a custodian.
• Assignment.Neither party may assign this agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets, with notice.
• Subcontractors. We may use subcontractors and subprocessors to deliver the Services and remain responsible for their performance. A current list is available on request.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labour disputes, epidemics, government action, internet or utility failure, or third-party infrastructure outages. Payment obligations are not excused.
• Notices. Legal notices to us go to legal@merakey.io. Notices to you go to the account contact email on file. Email notice is effective on the next business day after sending.
• Severability and waiver. If a provision is held unenforceable, it is limited to the minimum extent necessary and the rest remains in force. A failure to enforce a right is not a waiver of it.
• Entire agreement. These Terms, the Order Form, and any documents they reference are the entire agreement between the parties on this subject and supersede prior discussions and proposals.
• No third-party beneficiaries. This agreement is for the benefit of the parties only. It creates no rights for any other person.
• Export and sanctions. You represent that you are not subject to Canadian or applicable trade sanctions, and that you will not make the Services available to any sanctioned party or embargoed jurisdiction.
• Language. The parties have requested that this agreement and all related documents be drawn up in English. Les parties ont demandé que cette convention et tous les documents qui s'y rattachent soient rédigés en anglais.

25. Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first try in good faith to resolve any dispute by escalating it to senior representatives for 30 days. If that fails, the parties submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Toronto. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

26. Contact

Merakey Technology Corp.
Ontario, Canada
Legal notices: legal@merakey.io
Privacy: privacy@merakey.io
Security: security@merakey.io
General: info@merakey.io