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Master Terms of Service

Master Terms of Service

Version: 1.0 — October 6, 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 Ltd. (“Ava,” “we,” “us,” or “our”), a company headquartered in Calgary, Alberta, Canada. By signing or otherwise electronically accepting this Agreement, 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 Representative: The Authorized User who signs or otherwise electronically accepts this Agreement on behalf of the Clinic, as described in Section 7.6. The Authorized Representative is authorized to act on behalf of the Clinic and its custodians for the purposes of this Agreement and every applicable Addendum, including accepting a Material Change under Section 13.2(b). The Clinic may change its Authorized Representative by written notice to Ava.
  • Authorized Users: You and your employees (ie. physicians, nurses), contractors, or consultants authorized by you to use the Services on your behalf
  • 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.
  • Go-Live: The date your Clinic first uses the Platform in live operation.
  • Material Change: has the meaning defined in Section 13.2(b) below.
  • Order: The commercial ordering information agreed to between Ava and the Clinic, including the applicable Services, Fees, subscription term, implementation and migration services, the Authorized Representative, the applicable province(s) in which the Clinic operates, and any other commercial terms, whether set out within this Agreement or in a separate ordering document accepted by the Clinic
  • 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 as needed. You’re responsible for their acts or omissions, for managing their access to the Platform, ensuring they comply with these Terms, and promptly deactivating accounts when access is no longer required (and in any event within five (5) business days).

Fees for Authorized Users are usage based and are calculated as set out in Section 6.2.

3.3 Acceptable Use

You agree to use the Services lawfully, responsibly, and as intended for your clinic’s operations. 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 your then-current subscription 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. Subject to the Updates commitment above, we may change, remove or add features and functionality (including Updates or Improvements) at any time in our sole discretion, except that we will give you at least 30 days' notice before removing a Service or feature described in your Order, and where the removal materially reduces the Services you have subscribed to, we will treat it as a Material Change under Section 13.2(b). 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 [] (updated from time to time) or upon request at emr-support@avaindustries.ca. We will maintain this page and update it whenever we are notified that Third-Party Content is added, removed, or its terms materially change. You agree that by signing or otherwise electronically accepting these Terms, by each Authorized User accepting the applicable terms in the Platform on sign-in, 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 [here] 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 (including Alberta’s Health Information Act (HIA), Ontario’s Personal Health Information Protection Act (PHIPA), British Columbia’s Personal Information Protection Act (PIPA), or any successor or similar legislation), including the professional standards and guidelines of the College of Physicians & Surgeons of Alberta (CPSA), the College of Physicians and Surgeons of British Columbia (CPSBC), and the College of Physicians and Surgeons of Ontario (CPSO) (collectively the “Provincial College Requirements”) and, if relevant, the Health Insurance Portability and Accountability Act (HIPAA) in the U.S., as well as other healthcare regulations (collectively, “Health Privacy Laws”). 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. 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:
    1. infringes, violates, or misappropriates anyone’s rights, including intellectual property, confidentiality, or privacy rights;
    2. is harmful, hateful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable (as we reasonably determine);
    3. attempts to steal passwords, accounts, or security info from other users;
    4. breaches network security, cracks encryption, or submits false data; or
    5. violates any laws, rules, or regulations applicable to your use of the Services;
  2. 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
  3. 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;
  4. Game the Services for any reason, like dodging Fees by using multiple accounts, sharing credentials, or encouraging others to do so;
  5. 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;
  6. 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;
  7. Upload or transmit malicious code (e.g., viruses, worms, Trojan horses) through the Services;
  8. 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;
  9. Use the Services in a way that contradicts our product documentation;
  10. Allow anyone other than Authorized Users to access the Services;
  11. Use the Services to promote or market competing platforms or for any third party’s benefit beyond their intended clinic use, without our consent;
  12. Interfere with the Services’ security measures, authentication, or performance (e.g., by overloading, spamming, or crashing them);
  13. Use web scrapers, bots, scripts, or other automated tools to access, interact with, extract data from, or otherwise use the Services outside of functionality expressly supported by Ava or an integration approved by Ava; or
  14. 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. Notwithstanding any suspension of access to the Services, Ava will maintain read-only access to Customer Data, including patient health information, for you and your Authorized Users for the duration of any suspension, to allow you to continue to provide patient health services and care as required by applicable professional standards.

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

Ava provides technical support for the Services in accordance with the service levels, support hours, and incident management processes set out in the Service Level Assurance (“SLA”), which forms part of this Agreement. We don't support third-party systems (e.g., your hardware or internet connection). Support terms may be updated from time to time in accordance with the SLA.

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, so we cannot be responsible or 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 all users. 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 Fees for your chosen Services (calculated under Section 6.2). Professional Services Fees are invoiced separately. Payment terms are set out in Section 6.3. 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 states otherwise, subscription Fees are usage-based. For each monthly billing period, we calculate them from the number of Authorized Users, their User Type and the hours each User Type spends on the Platform, as recorded by the Platform, using the usage-based fee thresholds in the pricing schedule in your Order. Fees will adjust automatically (up or down) as your usage crosses the relevant thresholds. In practice: (a) for the first billing period after Go-Live, we invoice based on the Authorized Users enabled for Go-Live and their expected User Type; (b) from the second billing period on, we invoice based on actual usage recorded by the Platform; and (c) any number of Authorized Users or providers shown in your Order is an estimate for implementation and first month billing only. It is not a limit on the Authorized Users you may add and not a minimum commitment. You may dispute an invoice under Section 6.5. Usage-based adjustments under this Section 6.2 are not amendments to these Terms or to your Order (see Section 13.2).

6.3 Payment Terms

We invoice monthly subscription Fees at the end of each billing period, and they are paid by pre-authorized debit (“PAD”) on the debit date shown on the invoice, which will be at least ten (10) calendar days after the invoice date, without deduction or set-off. Your invoice is your notice of the amount and date of each debit. 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 your 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 ten (10) 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, subject to the read-only access described in Section 10.4. 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 (for example, implementation cancellation under Section 10.2 or termination for our breach under Section 10.4).

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 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 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 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 and Provincial College Requirements 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 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 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.

7.6 Health Privacy Laws - Service Provider / Information Manager Agreement

For any Clinic or Authorized User operating in a jurisdiction where Health Privacy Laws designate the Clinic or its Authorized Users as “custodians,” “health information custodians,” or equivalent, and designate Ava as a “service provider,” “information manager,” “agent,” or equivalent, the following provisions apply and form part of this Agreement.

  1. This Agreement, including the Order and all documents incorporated by reference under Section 13.6, together with the Clinic’s signature or other electronic acceptance, constitutes the written agreement required under the applicable Health Privacy Laws. That written agreement is amended only in accordance with Section 13.2.
  2. Multi-Custodian Clinics. The Authorized User who signs or otherwise electronically accepts this Agreement on behalf of the Clinic is the Clinic’s Authorized Representative for the purposes of this Agreement and every applicable Addendum. The Authorized Representative warrants and represents that they are duly authorized to enter into this Agreement on behalf of the Clinic and, where the Clinic has one or more custodians, on behalf of each of those custodians, in every province in which the Clinic operates. The Authorized Representative further agrees to maintain, and to cause the Clinic to maintain, an up-to-date schedule of custodians within the Platform listing every custodian at the Clinic. Each custodian is deemed to have consented to the Authorized Representative acting on their behalf and to be bound by this Agreement in their capacity as a custodian under Health Privacy Laws. Ava may rely on the Authorized Representative’s warranty without further inquiry. The Clinic may change its Authorized Representative at any time by written notice to Ava, effective when Ava records the change, and no new Order or Agreement is required.
  3. By signing or otherwise electronically accepting these Terms, the Clinic and each of its custodians expressly:
    1. acknowledges their status as a custodian (or equivalent) under the applicable Health Privacy Laws;
    2. appoints Ava as the service provider and information manager for the health information under their custody or control; and
    3. confirms that this Agreement satisfies all mandatory written-agreement requirements under those laws.
  4. The parties agree to the following specific terms required or recommended by Health Privacy Laws (which expand on and do not limit the obligations elsewhere in this Agreement):
    1. Objectives: The objective of this Agreement is to enable the Clinic and its custodians to use the Services while ensuring that Ava, as a service provider and information manager, processes, stores, retrieves, and disposes of health information strictly in accordance with Health Privacy Laws and the Clinic’s instructions. The guiding principles of this Agreement are privacy, confidentiality, security, accountability, and limiting collection, use and disclosure to what is necessary.
    2. Permitted Collection, Use and Disclosure: Ava is authorized to collect health information only as necessary to provide the Services. Ava may use and disclose health information provided by the Clinic solely to deliver the Services and to create Aggregate Data (as expressly permitted in Section 7.2). Ava will not collect health information from other sources, use, or disclose health information for any other purpose without the Clinic’s prior written consent or as required by law.
    3. Access and Correction Assistance: Ava will assist the Clinic in responding to access, correction, or other individual rights requests under Health Privacy Laws in a timely manner, or will promptly refer such requests to the Clinic for response, as directed by the Clinic.
    4. Safeguards: Ava has implemented and will maintain appropriate administrative, technical, and physical safeguards to protect health information, as described in Section 7.4 (Security) and consistent with industry standards (including ISO 27001 certification).
    5. Subprocessors and Third Parties: Ava will ensure that any subprocessors or third parties with access to health information are bound by written agreements that provide protections at least equivalent to those in this Agreement.
    6. Breach and Incident Response: Ava will notify the Clinic of any actual or suspected breach or unauthorized access to health information without undue delay and, in any event, no later than forty-eight (48) hours after becoming aware of it. The parties will cooperate on any required notifications to individuals or regulators and on remediation.
    7. Return or Destruction of Information: Upon termination of this Agreement or at the Clinic’s request, Ava will either return, securely destroy or permanently delete all health information in its possession or control within one hundred and eighty (180) days (or such shorter period as required by Health Privacy Laws), and will certify such action in writing.
    8. Termination of the Agreement: The parties will follow the termination provisions in Section 10 and will cooperate to ensure an orderly wind-down, data return or destruction, and transition of services.
    9. Other Obligations: Ava will comply with any additional obligations under Health Privacy Laws, including assisting with any expressed wishes of individuals regarding the disclosure of their health information and maintaining records of processing activities as required.
    10. Data Location and Cross-Border Transfers: All Customer Data, including data held in backup and disaster recovery systems, is stored on servers located in Canada. Ava will notify you promptly if any Customer Data is stored outside Canada or transferred outside Canada for any reason, including as a result of a change in cloud infrastructure or subprocessor arrangements. Such notification will describe the nature of the data, the jurisdiction of storage or transfer, and the safeguards in place.
  5. In the event of any conflict between this Section 7.6 and any other provision of this Agreement, this Section 7.6 governs to the extent necessary to comply with Health Privacy Laws.

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 either party provides 90 days’ written notice before the end of your current term. Where you have not accepted a Material Change notified to you under Section 13.2(b), we may give notice of non-renewal at any time up to 30 days 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 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 6.2, without the 5% cap, and will be reflected in your monthly usage report. This Section 10.3 may not be amended under Section 13.2 with effect during your then-current subscription term.

10.4 Termination for Cause
  • By Us: We can suspend access to your Services for non-payment (after notice, as set out in Section 6.4) or terminate for material breaches (e.g., misuse) if you don’t resolve the problem within 30 days. During any suspension for non-payment, Ava will maintain read-only access to Customer Data, including patient health information, for you and your Authorized Users to allow continued patient care, provided that you do not dispute in writing that the amounts are owing.
  • 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, 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

The limitations in this Section 11.5 are contractual limitations of liability between you and Ava and are separate from any insurance coverage maintained by either party. The $50,000 amount is a contractual limit only and is not the amount of any insurance coverage. Our aggregate liability under these Terms, whether in contract, tort (including negligence), or otherwise, will not exceed the lesser of: (a) the Fees you paid for the Services during the twelve (12) months preceding the claim; or (b) $50,000.

We’re not liable for indirect, consequential, special, punitive, or exemplary damages (e.g., lost profits, goodwill, or data), even if foreseeable. The limits in this Section 11.5 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) other than Section 13.2 (Amendments), along with any other provisions that by their nature should survive (e.g., payment obligations, dispute resolution).

13.2 Amendments

(a) Amendments. We may amend these Terms in accordance with this Section 13.2, which prevails over the signed writing requirement in Section 13.6. The current version and its effective date are posted at

(b) Bigger changes need your approval. Some changes matter more than others. A change is a “Material Change” if it changes how your Fees are calculated, who is responsible when something goes wrong (liability and indemnification), how disputes are resolved or which laws apply, or how we are allowed to handle health information. Here is how those work:

  • We will tell you at least 30 days before the change is due to take effect, either in the Platform or by email to the contact in your Order.
  • Your Authorized Representative accepts it by clicking "I Agree" in the Platform, and that acceptance is what binds the Clinic. Until that happens, the change does not apply to you. We may also require each Authorized User to accept the updated Terms before they regain access to the Platform.
  • If you do not accept, you stay on the version of these Terms you last accepted, in full, until you do. Other changes we make in the meantime under subsection (c) do not reach you either.
  • You keep paying for the Services you use in the meantime. A Material Change does not trigger any refund.
  • If you have not accepted by the end of your current subscription term, we may decline to renew your subscription under Section 10.1.

(c) All other changes take effect when posted, or on the later date stated in the posting, and your continued use of the Services means you accept them. Changes to features and functionality under Section 3.4, a Fee for an Improvement you choose to access and use, and Fees that move with your actual usage under Sections 6.2 and 6.3, are not amendments to these Terms. If you have not yet accepted a Material Change under subsection (b), changes under this subsection apply to you when you accept it.

(d) Changes required by law. Where a change is required by applicable law, a direction from a regulatory authority, or a certification program applicable to the Platform (including the OntarioMD EMR Vendor Certification Agreement), we may implement it with effect from the date required and will notify you as soon as reasonably practicable. Subsections (b) and (c) do not apply to that change, and no acceptance by you is required for it to take effect.

(e) Limits. We will not use this Section 13.2 to change the pricing model or rate card in your Order, to change any other term of your Order, or to remove or reduce a provision that a provincial addendum identifies as mandatory. Changes to your Order require a signed amendment. Fees that move with your actual usage under the pricing model in your Order are not a change to your Order. Where Addendum A, Section 4 applies to a change, it governs in addition to this Section 13.2.

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 48 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 Health Privacy Laws) and team up on any required notices to affected individuals or authorities.

13.6 Entire Agreement

These Terms, your Order, any Statement of Work (“SOW”), our Privacy Policy, and the documents identified below collectively form the Agreement between you and Ava and are incorporated into this Agreement by reference: (a) Addendum A, Information Management Services; (b) Addendum B, Alberta Health Information Act Compliance Addendum; (c) Addendum C, British Columbia Privacy and Health Information Compliance Addendum; (d) Addendum D, Ontario PHIPA and OntarioMD Certification Addendum; and (e) the Ava Service Level Assurance.

The current and archived versions of all incorporated documents are available at . Each document will identify its version number and effective date. The version of each applicable document in effect when you sign or otherwise electronically accept this Agreement is the version incorporated into your Agreement, unless subsequently amended in accordance with Section 13.2.

Each provincial Addendum applies only to the Clinic’s operations in that province, to health information collected, used or disclosed in the course of those operations, and to claims arising from those operations. Where the Clinic operates in more than one province, the Order identifies the Clinic’s locations in each province, and the Clinic is bound by the provincial Addendum for each province in which it has a location. Health information continues to be governed by the Addendum for the province of the location at which it was collected, wherever it is later accessed.

By signing or otherwise electronically accepting this Agreement, you confirm that you have been provided access to, and have had the opportunity to review, these Terms and all incorporated documents applicable to your Clinic, and agree to be bound by them.

This Agreement constitutes the entire agreement between you and Ava regarding the Services and supersedes all prior or contemporaneous discussions, communications, emails, proposals, representations, promises and understandings, whether oral or written. No representation, commitment or promise regarding the Services, Fees, implementation, data migration, training, customization, integrations, timelines, Authorized Users, locum access, or other commercial terms is binding unless expressly included in this Agreement, your Order, an applicable SOW, or a written amendment signed by the parties. You confirm that, in entering into this Agreement, you have not relied on any representation, commitment or promise that is not set out in these documents.

In the event of any inconsistency between these Terms and an applicable provincial Addendum, the provincial Addendum prevails to the extent of the inconsistency. In the event of any inconsistency between these Terms and the Service Level Assurance, the Service Level Assurance prevails to the extent the inconsistency relates to service levels, support commitments, or incident management. Amendments to your Order must be in writing and signed. These Terms, Addendum A, each provincial Addendum, and the Service Level Assurance are amended only in accordance with Section 13.2.

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 SOW, or other documents we’ve agreed to, here’s how we sort it out, from highest to lowest: first, the applicable provincial Addendum that applies to your Clinic; second, the Service Level Assurance, on service levels, support commitments and incident management; third, Addendum A; fourth, your Order, on Fees, the pricing model, the rate card, quantities, dates, and any term your Order expressly states overrides these Terms; fifth, these Terms; and sixth, any Statement of Work, on the scope and deliverables of Professional Services. This order applies unless we explicitly say otherwise in writing. If a court says one part of these Terms doesn’t hold up, the rest still do.

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

Unless the provincial Addendum for your Clinic provides otherwise, these Terms are governed by and interpreted under the laws of the Province or Territory where your Clinic operates and the federal laws of Canada that apply, ignoring any conflict-of-law rules, no matter where you’re based. Disputes are resolved by arbitration under Section 13.18. For the court matters listed in Section 13.18(c), each party irrevocably attorns to the exclusive jurisdiction of the courts of the Province or Territory where your Clinic operates, except that: (a) an application about the arbitration itself, such as appointing an arbitrator or challenging an award, goes to the court where the arbitration is seated; and (b) an arbitration award may be enforced, and urgent interim relief sought, in any court with jurisdiction. The International Sale of Goods Act of your Clinic's Province or Territory 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

(a) Talk first. If a dispute arises, either party may give the other written notice, and our management teams will try in good faith to resolve it within 7 days of that notice. Either party may also request mediation under the ADRIC Mediation Rules before arbitration.

(b) Arbitration. Any dispute arising under or in connection with these Terms that is not resolved under subsection (a) will be finally resolved by arbitration administered by the ADR Institute of Canada (ADRIC) (or its applicable provincial affiliate) under the ADRIC Arbitration Rules, using a single independent arbitrator with relevant software industry expertise. The seat of arbitration is the Province or Territory where your Clinic operates. Hearings may be held by videoconference or at a location in that Province or Territory agreed by the parties or, failing agreement, set by the arbitrator. The decision will be final and binding. There is no appeal from the award on any question of law, fact or mixed fact and law. Arbitration costs will be shared equally unless the arbitrator decides otherwise.

(c) When courts apply. Despite subsection (b), either party may go directly to the courts identified in Section 13.17 to: (i) seek urgent interim or injunctive relief; (ii) bring a claim involving intellectual property, Confidential Information or unpaid Fees; (iii) enforce an arbitration award; or (iv) resolve any matter that by law cannot be arbitrated or for which applicable law makes this Section 13.18 inoperative. For a claim under item (iv), either party may instead proceed before any other court or tribunal that has jurisdiction under that law. A claim under item (ii) may instead proceed directly to arbitration.

(d) Provincial Addenda. Where the provincial Addendum for your Clinic sets out different governing law, forum or dispute resolution terms, those terms apply to your Clinic in place of Sections 13.17 and 13.18, to the extent they differ.

14. Contact Us

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

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