1. Agreement to Terms

By accessing or using the ListenMD platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you are using ListenMD on behalf of a healthcare organization, you represent that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, do not use the Service.

2. Who We Are

Listen MD AI ("ListenMD", "we", "us", "our") is an Ontario-incorporated company providing an AI-assisted medical transcription and clinical note generation platform to healthcare organizations in Canada. Contact: privacy@listenmd.ai.

3. Eligibility and Access

Access to ListenMD is by invitation only. To use the Service you must:

• Be a licensed healthcare professional, or an authorized administrator or staff member of a subscribing healthcare organization
• Be located in Canada
• Be invited by a ListenMD administrator or your organization's account administrator
• Be at least 18 years of age

We reserve the right to refuse or revoke access at our discretion.

4. Accounts

4.1. Registration

Your account is created by invitation. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.

4.2. Organization Accounts

Healthcare organizations ("Organizations") subscribe to ListenMD and grant access to individual users. Organization administrators are responsible for managing user access, revoking accounts when staff leave, and ensuring all users comply with these Terms.

4.3. Security

You must notify us immediately at contact@listenmd.ai if you suspect unauthorized access to your account. We recommend enabling two-factor authentication, which is available to all users and can be enforced by Organization administrators.

5. Data Retention and Disposal

5.1. Plans

ListenMD offers subscription plans billed monthly or annually, priced on a per-seat basis within an Organization. Current pricing is available at listenmd.ai/pricing.

5.2. Free Trial

We may offer a free trial period for new Organizations. At the end of the trial, your subscription will automatically convert to a paid plan unless you cancel before the trial expires. No charge is made during the trial period.

5.3. Billing

Subscriptions are billed in advance. By providing payment information, you authorize us to charge your payment method on a recurring basis for the applicable subscription fees plus any applicable taxes.

5.4. Annual Plans

Annual subscriptions are billed upfront for the full year. Annual plans are not refundable except as required by applicable law.

5.5. Price Changes

We will provide at least 30 days' notice before changing subscription prices. Continued use after the effective date of a price change constitutes acceptance.

5.6. Late Payment

If payment fails, we will attempt to notify you and may suspend access to the Service until payment is resolved.

5.7. Taxes

Prices are exclusive of applicable taxes. You are responsible for all taxes associated with your subscription.

6. Cancellation and Termination

6.1. Cancellation by You

You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period. You retain access to the Service until that date. Monthly subscriptions are not refunded upon cancellation.

6.2. Termination by Us

We may suspend or terminate your access if you:

• Breach these Terms
• Fail to pay subscription fees
• Use the Service in a manner that poses a risk to us, other users, or patient safety
• Are found to have provided false information during registration

6.3. Effect of Termination

Upon termination, your right to access the Service ends immediately. We will retain your data in accordance with our Privacy Policy and applicable law, and make it available for export for 30 days following termination upon written request.

7. Acceptable Use

You agree not to:

• Use the Service for any purpose other than legitimate clinical documentation within your scope of practice
• Share your account credentials with any other person
• Attempt to access another user's account or any part of the Service you are not authorized to access
• Upload or transmit malicious code, viruses, or harmful content
• Reverse engineer, decompile, or attempt to extract the source code of the Service
• Resell, sublicense, or otherwise commercialize access to the Service
• Use the Service in any way that violates applicable law, including privacy legislation

8. Clinical Disclaimer — Important

ListenMD is not a medical device. The Service is an administrative tool designed to assist clinicians in documenting clinical encounters. It does not provide clinical advice, diagnosis, or treatment recommendations.

All AI-generated content must be reviewed. Clinical notes, transcripts, and any other outputs generated by ListenMD are AI-assisted drafts. They may contain errors, omissions, or inaccuracies. The treating clinician is solely responsible for reviewing, correcting, and approving all clinical documentation before it is relied upon or entered into any patient record.

Do not rely on ListenMD outputs without review. No output from the Service should be used as a substitute for professional clinical judgment.

ListenMD makes no representation that the Service meets the requirements of any specific regulatory body, college, or licensing authority with respect to clinical documentation standards. You are responsible for ensuring your use of the Service complies with your professional obligations.

9. Patient Consent

You are responsible for obtaining valid informed consent from each patient before using the Service to record or document their encounter. ListenMD records the timestamp of your in-platform consent confirmation but does not verify that consent was actually obtained. Responsibility for consent remains entirely with you and your Organization.

10. Privacy and Data

Your use of the Service is also governed by our Privacy Policy (https://listenmd.ai/privacy), which is incorporated into these Terms by reference. By using the Service you agree to the collection, use, and handling of information as described in the Privacy Policy.

11. Intellectual Property

11.1. Our IP

The Service, including all software, design, trademarks, and content created by ListenMD, is owned by Listen MD AI and protected by Canadian and international intellectual property law. These Terms do not grant you any ownership rights in the Service.

11.2. Your Content

You retain ownership of all clinical notes, transcripts, and patient data generated through your use of the Service. By using the Service, you grant ListenMD a limited, non-exclusive lisence to process that content solely to provide the Service to you.

11.3. Feedback

If you provide feedback or suggestions about the Service, we may use that feedback without obligation or compensation to you.

12. Warranties and Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LISTENMD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

 We do not warrant that:

• The Service will be uninterrupted, error-free, or free of security vulnerabilities
• AI-generated outputs will be accurate, complete, or suitable for clinical use
• The Service will meet your specific requirements

13. Warranties and Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LISTEN MD AI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, LOSS OF REVENUE, OR CLINICAL HARM, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE.

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE THREE MONTHS PRECEDING THE CLAIM.

Nothing in these Terms limits liability for fraud, gross negligence, or any liability that cannot be excluded under applicable law.

14. Indemnification

You agree to indemnify and hold harmless Listen MD AI and its officers, directors, employees, and agents from any claims, damages, losses, or costs (including reasonable legal fees) arising from:

• Your use of the Service in violation of these Terms
• Your violation of any applicable law or regulation
• Any clinical harm arising from your failure to review AI-generated outputs before use
• Your failure to obtain valid patient consent

15. Governing Law and Disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute arising from these Terms shall be subject to the exclusive jurisdiction of the courts of Ontario.

16. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. The current version is always available at listenmd.ai/terms.

17. General

• Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and ListenMD regarding the Service.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.
• No Waiver: Failure to enforce any provision does not constitute a waiver of our right to enforce it in the future.
• Assignment: You may not assign your rights under these Terms without our written consent. We may assign our rights to a successor entity.

18. Contact

Listen MD AI
contact@listenmd.ai

We will respond to all inquiries within 5 business days.