Provider and Clinic Terms of Service
Last updated: September 1, 2026
These Provider & Clinic Terms of Service (“Terms”) are entered into between 12677776 Canada Ltd., operating as EMERGE Healthcare Co. (“EMERGE”, “we”, “us”) and the healthcare practice, healthcare professional, organization or other entity that subscribes to the EMERGE platform (“Customer”).
These Terms govern the Customer’s use of the EMERGE clinical platform and related services. Patient use of the EMERGE patient application and portal is governed separately by the EMERGE Patient Terms of Use.
1. EMERGE Services
EMERGE provides cloud-based software for healthcare organizations and professionals. Depending on the Customer’s subscription and configuration, the Services may include scheduling, patient intake, clinical documentation, virtual care, patient communication, referral management, electronic faxing, billing, prescriptions, forms, analytics, artificial-intelligence-assisted functionality and other clinical and administrative workflows.
Features may change over time as the Platform evolves.
EMERGE does not practise medicine and does not direct or control the professional judgment of healthcare providers.
2. Customer Accounts
The Customer will designate one or more authorized administrators responsible for managing the Customer’s account.
The Customer is responsible for:
- ensuring that only authorized individuals have access;
- assigning appropriate roles and permissions;
- promptly removing access when it is no longer required;
- protecting authentication credentials;
- complying with applicable professional, privacy and healthcare requirements; and
- notifying EMERGE promptly of suspected unauthorized account access.
Each user must use their own account. Credentials may not be shared.
EMERGE may require multifactor authentication or other security controls for certain users, features or circumstances.
3. Subscription, Fees and Payment
Fees, included features and applicable usage limits are determined by the Customer’s selected subscription plan, order form or written agreement with EMERGE.
Unless otherwise agreed:
- subscriptions are billed monthly in advance;
- applicable taxes are additional;
- fees already paid are non-refundable except where these Terms expressly provide otherwise; and
- the Customer may cancel its subscription in accordance with the cancellation process communicated by EMERGE.
EMERGE will provide reasonable notice of material pricing changes applicable to an existing subscription.
4. Customer Data and Personal Health Information
As between EMERGE and the Customer, the Customer retains custody and/or control, as applicable under law, of clinical records and personal health information placed into the Platform on the Customer’s behalf (“Customer Data”).
Where the Customer is a health information custodian under Ontario’s Personal Health Information Protection Act, 2004 (“PHIPA”), EMERGE acts as a service provider and, where applicable, an agent in relation to personal health information processed on the Customer’s behalf.
EMERGE will process Customer Data only:
- to provide, maintain, secure and support the Services;
- in accordance with the Customer’s documented instructions;
- as otherwise authorized by the agreement between the Customer and EMERGE; or
- where required by applicable law.
Additional terms concerning the processing of personal information are set out in the EMERGE PHIPA Service Provider & Data Processing Addendum, which forms part of these Terms.
EMERGE does not acquire ownership of patient records through the Customer’s use of the Platform.
5. Artificial Intelligence Features
Certain EMERGE functionality may use artificial intelligence, machine learning, speech recognition or automated processing.
AI functionality is designed to assist healthcare professionals and administrative users. It does not replace professional judgment.
The Customer and its healthcare professionals are responsible for reviewing AI-generated content before relying on it, including clinical notes, summaries, suggested classifications, extracted information or other generated outputs.
AI outputs may be incomplete or inaccurate.
Where an AI feature processes patient audio, clinical information or other personal health information, the Customer is responsible for ensuring that its use of that feature is lawful and for obtaining any patient notice or consent required by law or professional obligations.
EMERGE does not use Customer personal health information to train general-purpose artificial intelligence models or models made available for the benefit of unrelated customers unless expressly authorized by the Customer and permitted by applicable law.
6. Clinical Responsibility
Healthcare providers using EMERGE remain solely responsible for clinical care and professional decisions.
EMERGE does not:
- diagnose patients;
- prescribe medications;
- determine whether treatment is appropriate;
- guarantee the accuracy of third-party clinical information;
- replace professional review of prescriptions, referrals, laboratory information or clinical documentation; or
- guarantee that AI-generated material is clinically correct.
Healthcare professionals must independently review information before incorporating it into a clinical record or acting upon it.
7. Third-Party Services and Integrations
The Platform may interoperate with external services such as laboratories, payment processors, provincial systems, electronic fax providers, communication platforms, billing systems or other healthcare services.
Some third-party services are subprocessors used by EMERGE to provide the Platform. Those providers are subject to contractual privacy and security obligations.
Other integrations may be activated or selected directly by the Customer and may be governed by separate terms between the Customer and the applicable provider.
EMERGE is not responsible for outages or acts of independent third-party services outside EMERGE’s reasonable control.
8. Acceptable Use
Users must not:
- access information they are not authorized to access;
- share accounts or authentication credentials;
- attempt to bypass access controls;
- interfere with or disrupt the Platform;
- introduce malicious software;
- test Platform vulnerabilities without written authorization;
- scrape or systematically extract Platform content;
- impersonate another person;
- use the Services unlawfully; or
- use the Platform in a way that materially compromises its security or availability.
EMERGE may suspend access where reasonably necessary to protect patients, Customers, the Platform or other users.
9. Security
EMERGE maintains administrative, technical and organizational safeguards appropriate to the sensitivity of the information processed through the Platform.
Additional information is available in the EMERGE Security White Paper.
The Customer remains responsible for security within its own environment, including endpoints, user access, local networks, email accounts and workforce practices.
10. Security Incidents
EMERGE will notify an affected Customer without unreasonable delay after confirming a security incident involving Customer Data that requires notification under the Customer agreement or applicable law.
EMERGE will provide reasonably available information concerning the nature of the incident, information involved, mitigation measures and corrective actions and will reasonably cooperate with the Customer in fulfilling applicable regulatory obligations.
11. Availability and Support
Availability commitments for the Platform are governed by the EMERGE Service Level Agreement.
EMERGE may perform scheduled and emergency maintenance where reasonably required to maintain the security, reliability or performance of the Services.
12. Data Export, Termination and Retention
The Customer may request or perform export of Customer Data using available Platform functionality or EMERGE-supported export services.
Upon termination, EMERGE will provide a reasonable period and process for the Customer to retrieve Customer Data, subject to applicable fees for extraordinary migration services where agreed in advance.
Following the applicable retrieval period, Customer Data will be returned, deleted, de-identified or otherwise handled in accordance with the Customer agreement, EMERGE’s retention schedule, the PHIPA Service Provider & Data Processing Addendum and applicable law.
EMERGE will not retain identifiable Customer Data indefinitely solely for the possibility that a terminated account might later be reactivated.
13. De-identified and Aggregated Information
Where permitted under the Customer agreement and applicable law, EMERGE may create and use information that has been de-identified or aggregated so that it cannot reasonably identify a patient or Customer user for purposes such as service reliability, security, usage analytics and product improvement.
EMERGE will not attempt to re-identify such information except where required to verify that de-identification safeguards are effective or where otherwise permitted by law.
14. Intellectual Property
EMERGE and its licensors retain all rights in the Platform, software, technology, documentation and other intellectual property associated with the Services.
The Customer retains all rights in Customer Data.
Feedback voluntarily provided to EMERGE may be used to improve the Services without compensation, provided that EMERGE does not publicly identify the Customer without permission.
15. Confidentiality
Each party will protect the other party’s confidential information using reasonable safeguards and use such information only for purposes connected with the Services.
Personal information and personal health information will be handled in accordance with the privacy and data-processing provisions applicable to the Services.
16. Suspension and Termination
EMERGE may suspend access where reasonably necessary because of:
- a material security risk;
- unlawful activity;
- material breach of these Terms;
- non-payment after reasonable notice; or
- circumstances where continued access could reasonably result in harm.
Where circumstances permit, EMERGE will provide notice and a reasonable opportunity to cure the issue.
Either party may exercise termination rights provided in an applicable order form or written agreement.
17. Disclaimer
Except for express commitments made in these Terms, an applicable order form or the Service Level Agreement, the Services are provided on an “as available” basis to the extent permitted by law.
EMERGE does not warrant that the Services will be entirely error-free or uninterrupted.
Nothing in these Terms limits obligations that cannot lawfully be excluded.
18. Limitation of Liability
Except for liabilities that cannot legally be limited, each party’s aggregate liability arising from the Services will not exceed the fees paid or payable by the Customer to EMERGE during the twelve months preceding the event giving rise to the claim.
Neither party will be liable for indirect, incidental, special or consequential damages, including lost profits, except to the extent such exclusions are prohibited by law.
The parties may agree to different liability limits in an enterprise order form or other written agreement.
19. Changes to These Terms
EMERGE may update these Terms to reflect changes to the Services, law or business practices.
Material changes affecting existing Customers will be communicated in advance where reasonably practicable.
20. Governing Law
These Terms are governed by the laws of Ontario and the federal laws of Canada applicable in Ontario.
The parties will first attempt in good faith to resolve disputes through discussion between authorized representatives.
Any additional dispute-resolution mechanism agreed with an enterprise Customer may be specified in the applicable order form.
21. Contact
12677776 Canada Ltd.
operating as EMERGE Healthcare Co.
150 King Street West, Suite 343
Toronto, Ontario M5H 1J9
Canada
+1 800 674 8090