Terms & Conditions

Last Updated: June 15, 2026

These Terms & Conditions (the “Terms”) govern access to and use of the emily clinic management platform, related software, websites, patient portal, mobile functionality, support services, integrations, hardware, payment-related services, and related resources made available by JACC Software Inc., operating as emily or emilyEMR (“emily,” “we,” “us,” or “our”).

By signing an Order Form, subscribing to, accessing, or using the Services, the applicable clinic, healthcare practice, practitioner, organization, or other subscribing entity (“Customer,” “Subscriber,” “you,” or “your”) agrees to these Terms.

If an individual accepts these Terms on behalf of an organization, that individual represents and warrants that they have the authority to bind that organization to these Terms.

Notice to Patients

These Terms apply to Customers and users of the Services. They do not govern the relationship between a patient and their healthcare provider.

Patients seeking information about their medical records, personal information, appointments, treatment, billing, or clinic policies should contact their healthcare provider or clinic directly.

Definitions

“Account Owner” means the individual designated by Customer as having primary administrative authority over the Customer account.

“Customer Data” means all data, records, files, content, patient information, health information, images, forms, messages, appointment information, clinical information, billing information, payment information, and other information entered into, uploaded to, generated through, or otherwise made available through the Services by or on behalf of Customer or its users.

“Documentation” means any user guides, training materials, support resources, technical materials, help-centre articles, or other documentation made available by emily regarding the Services.

“Order Form” means a written quotation, proposal, order form, subscription agreement, invoice, statement of work, merchant agreement, pricing schedule, or other agreement accepted by Customer that identifies applicable Services, fees, subscription term, hardware, implementation work, or other commercial terms.

“Services” means the emilyEMR platform and all related software, websites, modules, patient portal features, communications features, analytics, payment integrations, support services, hardware, and other services made available by emily.

“Subscription Fees” means recurring fees payable for access to the Services, including platform fees, user fees, module fees, add-on fees, location fees, support fees, and other recurring charges identified in an Order Form or invoice.

“Term” means the initial subscription term and any renewal term.

Order of Precedence

If there is a conflict between these Terms and an applicable Order Form or other written agreement signed by both parties, the signed Order Form or agreement will control only with respect to the conflicting subject matter.

Any Business Associate Agreement, Data Processing Addendum, or other privacy or data-processing agreement entered into between emily and Customer will control to the extent it conflicts with these Terms regarding the processing of personal information, personal health information, protected health information, or other regulated data.

Access to the Services

Subject to Customer’s compliance with these Terms and payment of all applicable fees, emily grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services for Customer’s internal business operations.

Customer may permit its authorized practitioners, employees, contractors, and staff to use the Services solely on Customer’s behalf. Customer is responsible for all use of the Services through its account, including use by its authorized users.

The Services are licensed, not sold. All rights not expressly granted in these Terms are reserved by emily and its licensors.

Subscription Term and Automatic Renewal

Unless otherwise stated in an applicable Order Form or written agreement signed by emily, each subscription is purchased for an initial term of one year beginning on the subscription start date.

At the end of the initial term, the subscription will automatically renew for successive one-year renewal terms unless Customer provides written notice of non-renewal at least thirty days before the end of the then-current Term.

A notice of non-renewal must be sent by the Account Owner to support@emilyemr.ai, or another email address designated by emily in writing. A cancellation request submitted by a person other than the Account Owner may not be accepted.

Customer remains responsible for all fees payable during the applicable Term, including any renewal term.

emily may revise Subscription Fees for a renewal term by providing Customer at least thirty days’ written notice before the renewal date. Continued use of the Services after the renewal date constitutes acceptance of the revised fees.

Fees, Billing, and Taxes

Customer will pay all fees specified in the applicable Order Form, invoice, pricing schedule, merchant agreement, or other written agreement. Unless otherwise stated in writing, all fees are quoted and payable in Canadian dollars.

Subscription Fees are due in advance and are non-refundable except where expressly stated in these Terms or required by applicable law.

Customer authorizes emily and its payment providers to charge the payment method on file for all applicable fees, taxes, charges, late fees, and other amounts owing under these Terms.

Customer is responsible for all applicable sales, use, goods and services, harmonized sales, value-added, withholding, and other taxes, levies, duties, or governmental charges, excluding taxes based solely on emily’s net income.

Customer must pay all amounts due without setoff, deduction, withholding, counterclaim, or reduction, except where required by applicable law.

If Customer disputes an invoice, Customer must notify emily in writing within ten days of the invoice date and provide reasonable detail regarding the disputed amount. Customer must pay all undisputed amounts when due.

Overdue Amounts and Suspension

If any amount remains unpaid for more than seven days after its due date, emily may issue a written notice of delinquency.

If any amount remains unpaid for more than thirty days after its due date, emily may, without limiting any other rights or remedies:

• suspend Customer’s access to all or part of the Services;
• disable selected features, integrations, payment functionality, or user access;
• require payment in advance for future Services;
• charge interest on overdue amounts at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower; and
• recover reasonable collection costs, including legal fees, court costs, collection agency fees, and disbursements.

Suspension does not relieve Customer of its obligation to pay fees during the Term, including fees that continue to accrue during a suspension.

Early Termination by Customer

Customer may elect not to renew its subscription in accordance with the Subscription Term and Automatic Renewal section. A notice of non-renewal does not permit Customer to terminate the Services before the end of the current Term.

Customer may not terminate the Services for convenience before the end of the then-current Term unless Customer:

• provides at least thirty days’ written notice to emily; and
• pays the Early Termination Charge described below.

The “Early Termination Charge” is equal to fifty percent of the recurring Subscription Fees that would otherwise become payable from the effective date of termination through the end of the then-current Term.

For clarity, recurring Subscription Fees include platform subscription fees, licensed-user fees, module fees, location fees, add-on fees, support fees, and other recurring fees identified in an applicable Order Form or invoice. Recurring Subscription Fees do not include taxes, payment-processing transaction fees, usage-based fees, reimbursable expenses, hardware fees, or third-party fees unless expressly stated otherwise in an applicable Order Form.

The Early Termination Charge applies whether termination occurs during the initial subscription term or any renewal term.

Customer acknowledges that emily incurs substantial upfront and ongoing costs in connection with onboarding, implementation planning, configuration, training, support allocation, account management, product development, and reserved service capacity. The parties agree that actual damages resulting from early termination would be difficult to determine and that the Early Termination Charge is a reasonable pre-estimate of emily’s anticipated losses and is not a penalty.

Upon early termination, all unpaid fees accrued before termination, the Early Termination Charge, outstanding implementation fees, hardware fees, usage-based fees, payment fees, reimbursable expenses, taxes, and other amounts owing become immediately due and payable.

Termination for Cause

Customer may terminate these Terms for cause only if emily materially breaches these Terms and fails to cure that breach within thirty days after receiving written notice describing the breach in reasonable detail.

No Early Termination Charge applies to a valid termination for cause by Customer.

emily may suspend or terminate Customer’s access to the Services immediately, with or without prior notice where reasonably necessary, if Customer or any user:

• fails to pay amounts owing;
• materially breaches these Terms;
• violates applicable law;
• violates the Acceptable Use provisions;
• compromises or threatens the security, integrity, or availability of the Services;
• engages in fraudulent, abusive, harassing, unlawful, or harmful conduct;
• infringes the intellectual-property rights or privacy rights of emily or a third party; or
• uses the Services in a manner that could create legal, regulatory, reputational, or operational risk for emily.

If emily suspends or terminates the Services due to Customer’s breach, Customer remains responsible for all fees accrued before termination and, where applicable, the Early Termination Charge.

Changes to the Services

emily may improve, modify, replace, discontinue, or update features, interfaces, modules, third-party integrations, and functionality from time to time.

emily will use commercially reasonable efforts to avoid materially reducing the core functionality of the Services during a paid Term. Customer acknowledges that the Services may change due to product improvements, security requirements, technical requirements, legal or regulatory changes, third-party changes, or changes to subscription plans.

Additional features, custom development, integrations, implementation work, data migration, configuration requests, custom reports, or professional services may be subject to additional fees and a separate written agreement.

Hardware and Technical Requirements

Customer is responsible for obtaining and maintaining all equipment, internet access, browsers, devices, operating systems, networks, and other technology required to access and use the Services, except hardware expressly sold or supplied by emily under an Order Form.

emily may publish or update minimum technical requirements from time to time. Customer is responsible for ensuring that its equipment and environment meet those requirements.

Certain mobile features, device types, browsers, screen sizes, operating systems, networks, and third-party hardware may have limited functionality. emily does not guarantee that every feature will operate identically across all devices or environments.

Hardware sold or supplied by emily may be subject to separate hardware specifications, support terms, warranties, return policies, shipping terms, or manufacturer terms.

emilyPay and Payment Services

emilyPay and related payment-processing functionality may be offered through third-party financial institutions, processors, acquirers, banks, payment networks, terminal providers, or other service providers.

Customer’s use of payment-processing services is subject to applicable merchant agreements, terminal agreements, rules, underwriting requirements, pricing, reserve requirements, payment-network rules, and other terms imposed by relevant third parties.

Customer is responsible for providing accurate information required for payment processing, maintaining compliance with applicable payment-card and financial-services requirements, promptly reporting suspected terminal, payment, settlement, or processing issues, and complying with all requirements communicated by emily or the applicable payment provider.

emilyPay pricing, transaction fees, chargeback fees, terminal fees, monthly fees, and other payment-related charges may be set out in an applicable Order Form, pricing schedule, merchant agreement, or other written agreement.

If emily provides written notice of a material increase to emilyPay pricing, Customer may elect to discontinue emilyPay at the end of the applicable billing cycle without an Early Termination Charge applying solely to emilyPay fees. Discontinuing emilyPay does not terminate Customer’s emilyEMR subscription or reduce Customer’s obligations under the applicable emilyEMR Term.

emily is not responsible for payment delays, rejected transactions, chargebacks, reserves, funding holds, underwriting decisions, terminal shipment issues, network outages, payment-provider outages, or other actions or decisions of third-party payment providers.

Customer Accounts and Security

Each Customer must designate one Account Owner. The Account Owner is authorized to manage Customer’s account, designate users, approve access, manage billing information, request exports, submit cancellation notices, and communicate administrative instructions to emily.

Customer is responsible for ensuring that all account information remains accurate, current, and complete.

Customer and its users must:

• maintain strong, unique passwords;
• keep account credentials confidential;
• restrict account access to authorized users;
• promptly deactivate access for former employees, contractors, or staff;
• promptly notify emily of any suspected unauthorized access, security incident, or misuse of the Services; and
• ensure that all users comply with these Terms.

Customer is responsible for all actions taken through its accounts, except to the extent caused by emily’s breach of these Terms.

Customer Data

Customer retains all right, title, and interest in and to Customer Data.

Customer is solely responsible for:

• determining what Customer Data is collected, entered, or stored through the Services;
• obtaining all required patient, staff, and third-party consents, authorizations, and permissions;
• ensuring that its collection, use, disclosure, retention, and deletion of Customer Data comply with applicable law;
• determining which users may access Customer Data;
• maintaining its own legal, regulatory, clinical, and record-retention obligations; and
• ensuring that Customer Data is accurate, complete, lawful, and appropriate for use in the Services.

Customer represents and warrants that it has all rights, permissions, consents, and legal authority necessary to provide Customer Data to emily and to instruct emily to process Customer Data in accordance with these Terms.

emily may access and process Customer Data only as necessary to provide, support, secure, improve, and maintain the Services; comply with Customer’s documented instructions; prevent or address technical or security issues; enforce these Terms; or comply with applicable law.

Clinical Use and Professional Responsibility

The Services are administrative, documentation, communication, scheduling, analytics, and information-management tools. They are not intended to replace the independent professional judgment of healthcare providers.

Customer and its users are solely responsible for clinical decisions, diagnoses, treatment plans, prescribing, patient communications, chart content, regulatory compliance, record-retention decisions, billing decisions, coding decisions, and ensuring the accuracy and completeness of all information entered into or generated through the Services.

emily does not provide medical, clinical, legal, regulatory, privacy, billing, coding, tax, or compliance advice.

Privacy, Health Information, and Data Processing

Depending on applicable law, Customer may be a health information custodian, covered entity, controller, practice, healthcare provider, or other party with primary responsibility for patient information.

Depending on applicable law, emily may act as a service provider, agent, business associate, processor, or other service provider to Customer.

Where required and requested by Customer, emily will enter into its then-current Business Associate Agreement with a Customer subject to HIPAA.

Where applicable, emily’s Data Processing Addendum is incorporated into these Terms.

Customer remains responsible for its professional, regulatory, privacy, medical-record, and healthcare-law obligations.

Security

emily will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction.

Customer acknowledges that no system, service, network, or transmission method can be guaranteed to be completely secure or uninterrupted.

If emily determines that there has been a security incident involving Customer Data that requires notice under applicable law or emily’s contractual obligations, emily will notify the affected Customer without undue delay and will reasonably cooperate with Customer in investigating and mitigating the incident.

Customer is responsible for configuring user permissions appropriately, maintaining secure devices and networks, protecting login credentials, and responding to suspected unauthorized activity within its organization.

Data Export, Retention, and Deactivation

Customer may request an export of Customer Data during the Term by contacting emily through the Account Owner.

Unless otherwise stated in an applicable Order Form, emily may charge a data-export fee equal to one month of Customer’s then-current standard recurring Subscription Fee. Additional charges may apply for custom exports, complex migrations, expedited requests, third-party formats, data transformation, media exports, archive restoration, or other non-standard work.

Customer should request and complete any required data export before its account is deactivated or before the end of the applicable Term.

Following expiration or termination of a subscription, emily may deactivate Customer’s account and disable access to the Services. Customer Data will no longer be available through the active Services after deactivation.

Unless otherwise required by law, a Business Associate Agreement, a Data Processing Addendum, or a separate written agreement, emily may retain Customer Data for up to ninety days after deactivation to allow Customer to request reactivation or export. After that period, emily may delete Customer Data in accordance with its retention practices, unless continued retention is required by law or reasonably necessary for security, backup, dispute-resolution, audit, fraud prevention, or legal purposes.

Customer is solely responsible for retaining copies of Customer Data as required to meet its legal, clinical, regulatory, professional, and record-retention obligations.

Acceptable Use

Customer and its users must not, and must not permit any third party to:

• use the Services in violation of applicable law or regulation;
• upload, post, transmit, or otherwise make available unlawful, harmful, threatening, abusive, defamatory, discriminatory, harassing, obscene, or infringing material;
• interfere with, disrupt, damage, or compromise the security, integrity, or availability of the Services;
• probe, scan, test, or attempt to bypass the security or authentication measures of the Services;
• access or attempt to access accounts, data, systems, or information not authorized for Customer’s use;
• reverse engineer, decompile, disassemble, copy, modify, create derivative works from, or attempt to discover the source code of the Services, except where such restriction is prohibited by law;
• scrape, harvest, or collect information from the Services except as expressly permitted by emily;
• frame, mirror, reproduce, distribute, resell, rent, lease, sublicense, or commercially exploit the Services except as expressly permitted by these Terms;
• introduce malware, viruses, ransomware, spyware, malicious code, or harmful content;
• impersonate another person or entity, misrepresent affiliation, or submit false account information;
• use the Services to send unsolicited communications or in violation of applicable anti-spam laws; or
• communicate with emily personnel in an abusive, threatening, harassing, discriminatory, or otherwise inappropriate manner.

emily may investigate suspected violations and may suspend or terminate access to the Services where reasonably necessary to address a violation or protect the Services, Customer Data, users, or third parties.

Intellectual Property

emily and its licensors retain all right, title, and interest in and to the Services, Documentation, software, technology, templates, designs, content, branding, trademarks, interfaces, workflows, processes, and all related intellectual-property rights.

Customer may not remove, alter, or obscure any copyright, trademark, or proprietary-rights notices.

If Customer provides feedback, suggestions, ideas, feature requests, templates, workflows, comments, or other contributions relating to the Services (“Feedback”), Customer grants emily a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right to use, reproduce, modify, distribute, and incorporate that Feedback into the Services and emily’s business without compensation or obligation to Customer.

Customer will not include identifiable patient information, personal health information, confidential information, or other restricted information in Feedback unless specifically requested by emily through an approved secure process.

Third-Party Services and Integrations

The Services may integrate with or permit access to third-party products and services, including payment providers, communications providers, email services, insurance or billing services, patient assessment tools, accounting software, hardware providers, and other integrations.

Customer’s use of third-party services is subject to the applicable third party’s terms, policies, and fees.

emily does not control and is not responsible for third-party services, including their availability, performance, security, functionality, pricing, data handling, service changes, discontinuation, or acts and omissions.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMILY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, ACCURACY, AVAILABILITY, SECURITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

EMILY DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, PRODUCE ANY PARTICULAR BUSINESS RESULT, BE AVAILABLE AT ALL TIMES, BE ERROR-FREE, OR BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

CUSTOMER IS RESPONSIBLE FOR VERIFYING THE ACCURACY, COMPLETENESS, AND APPROPRIATENESS OF ALL INFORMATION, RECORDS, REPORTS, COMMUNICATIONS, ANALYTICS, CLINICAL DOCUMENTATION, AND OUTPUT GENERATED THROUGH THE SERVICES.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMILY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR CUSTOMER’S USE OF THE SERVICES WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER TO EMILY DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT WILL EMILY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS, GOODWILL, DATA, OPPORTUNITY, ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

Indemnity

Customer will indemnify, defend, and hold harmless emily, its affiliates, directors, officers, employees, contractors, licensors, and service providers from and against all claims, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, arising out of or relating to:

• Customer Data;
• Customer’s or its users’ use of the Services in violation of these Terms or applicable law;
• Customer’s breach of privacy, health-information, anti-spam, professional, regulatory, or other legal obligations;
• Customer’s relationship with its patients, practitioners, staff, contractors, or third parties; or
• allegations that Customer Data or Customer’s use of the Services infringes, misappropriates, or violates a third party’s rights.

Notices

Notices from emily to Customer may be delivered electronically to the email address associated with the Account Owner or through the Services.

Customer must keep Account Owner contact information current and accurate.

Notices from Customer to emily must be sent by email to support@emilyemr.ai, unless emily provides a different notice address in writing.

A notice is deemed received when sent by email, provided that the sender does not receive a delivery-failure notice.

Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to these Terms or the Services are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-law principles.

The parties will first attempt in good faith to resolve any dispute through informal discussion and negotiation.

If the dispute is not resolved within sixty days after written notice of the dispute, either party may refer the dispute to binding arbitration before a single arbitrator in Kelowna, British Columbia. The arbitration will be conducted in English in accordance with the Canadian Expedited Procedures of the ICDR Canada, unless the parties agree otherwise in writing.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction to protect confidential information, intellectual property, security, or data.

General Terms

These Terms, together with applicable Order Forms, the Privacy Policy, Data Processing Addendum, Business Associate Agreement, and any other written agreement signed by the parties, constitute the entire agreement between Customer and emily regarding the Services.

Customer may not assign or transfer these Terms without emily’s prior written consent. emily may assign these Terms in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, or transfer of the Services.

Neither party is liable for a delay or failure to perform its obligations under these Terms, other than payment obligations, to the extent caused by events beyond its reasonable control, including natural disasters, fire, flood, pandemic, war, terrorism, civil unrest, labour disputes, internet or telecommunications failures, utility failures, government action, or third-party service disruptions.

If any provision of these Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.

A failure by either party to enforce any provision of these Terms is not a waiver of that provision.

Customer may not rely on statements, promises, or representations not expressly contained in these Terms or an applicable written agreement signed by emily.

Sections relating to payment obligations, early termination, Customer Data, privacy, security, intellectual property, acceptable use, disclaimers, limitations of liability, indemnity, governing law, dispute resolution, and general terms will survive expiration or termination of these Terms.

Changes to These Terms

emily may update these Terms from time to time. If emily makes a material change, emily will provide notice through the Services, by email, or by another reasonable method.

Unless otherwise required by applicable law or a separate written agreement, updated Terms will apply at the start of Customer’s next renewal Term. Continued use of the Services after the effective date of the updated Terms constitutes acceptance of the updated Terms.

Contact Information

JACC Software Inc.
200-3477 Lakeshore Road
Kelowna, British Columbia
V1W 0A7
Canada

Email: support@emilyemr.ai