Terms and Conditions

Last Updated: February 3, 2026

1. Introduction

Welcome to Wug Note ("we," "our," or "us"). These Terms and Conditions ("Terms") govern your access to and use of our AI-powered clinical documentation platform (the "Service").

By accessing or using the Service, or by clicking "I Agree," you ("User," "Clinician," "Healthcare Provider," or "Customer") agree to be bound by these Terms. If you are entering into these Terms on behalf of a clinic, hospital, or other legal entity, you represent that you have the authority to bind such entity to these Terms.

These Terms incorporate by reference our Privacy Policy and Data Processing Agreement (DPA). If you do not agree, you must not use the Service.

2. Definitions

• "User" / "Customer": The Speech-Language Pathologist, Healthcare Provider, or Clinic accessing the Service. For the purposes of applicable privacy legislation, you act as the Data Controller or Health Information Custodian.
• "Client": The patient, student, or individual receiving therapy from the User, whose data is processed by the Service.
• "Client Data" / "PHI": Personal Health Information related to Clients, including audio recordings, transcripts, summaries, and client identifiers.
• "Service Provider": Wug Note. For the purposes of applicable privacy legislation, we act as the Electronic Service Provider or Data Processor.

3. Services & Scope

We provide a platform that assists Clinicians in documenting therapy sessions. Wug Note acknowledges that, where applicable, it has independent statutory obligations as an Electronic Service Provider under provincial health privacy legislation and agrees to comply with those obligations in addition to the contractual obligations set out in the DPA.

The Service allows Users to:

1. Upload or record audio of therapy sessions;
2. Automatically transcribe audio using AI technology;
3. Generate clinical summaries (e.g., SOAP notes) and extract quantitative data using AI.

3.1 Temporary Processing Tool

Important Note: The Service is a temporary processing and documentation support tool and is not a permanent Electronic Medical Record (EMR) system. You are solely responsible for exporting any required records into your permanent clinical record systems (e.g., Jane App, OWL) within the retention periods set out in Section 8.

3.2 Geographic Scope & Quebec Exclusion

The Service is not intended for use in relation to personal information of residents of Quebec. By using the Service, you represent and warrant that you will not upload, process, or store the personal information of Quebec residents. If you choose to do so contrary to this warranty, you acknowledge that you are solely responsible for ensuring compliance with Quebec Law 25 and any obligations or regulatory consequences that may arise. Nothing in these Terms limits or waives any obligations imposed by applicable law.

4. Privacy and Data Processing

Our data practices are designed to comply with applicable Canadian privacy legislation outside of Quebec, including PHIPA (Ontario), HIA (Alberta), PIPA (British Columbia), HIPA (Saskatchewan), PHIA (Manitoba, Nova Scotia, Newfoundland & Labrador), PHIPAA (New Brunswick), and PIPEDA (Federal).

4.1 Information We Collect from Users

To provide the Service, we collect Account Information (name, email, practice region, billing details) and Security Data (IP addresses, login activity, audit logs).

4.2 Information We Process Regarding Clients (PHI)

We process PHI strictly on your documented instructions. Based on our Data Minimization policy, we process:

• Identity Information: First name, last name, birthday, previous clinical notes, and EMR Client ID (for record matching). We do not request or knowingly collect Client addresses, phone numbers, or email addresses.
• Therapy Data: Audio recordings, transcripts, and AI-generated clinical notes.

4.3 Third-Party AI Processors & Data Residency

All persistent Client Data is stored securely at rest in Canada. To deliver state-of-the-art clinical intelligence, we utilize a secure, transient processing pipeline involving third-party AI providers located in the United States. This includes AssemblyAI (a HIPAA-compliant processor with whom we maintain a Business Associate Agreement) and Google Vertex AI (utilized via secure, enterprise configurations). You acknowledge that this temporary, purpose-limited processing is necessary for the Service and is governed by the strict security controls and retention limits outlined in our Data Processing Agreement (DPA).

4.4 Security Incidents

In the event of a confirmed security incident affecting Client Data, Wug Note will notify the Customer without unreasonable delay and in any event no later than 48 hours after confirmation, as further described in the DPA.

5. User Responsibilities & Consent

5.1 Client Consent

You are solely responsible for obtaining all required consents from Clients (or their legal guardians) before recording any session or uploading any Client Data. You represent and warrant that:

1. Clients have been informed that their sessions may be recorded and processed using AI;
2. Cross-Border Consent: You have obtained explicit consent for their data to be processed securely in the United States for the purpose of transcription and summarization;
3. You maintain written records of such consents in accordance with your legal and professional obligations.

5.2 Account Security

You are responsible for safeguarding your login credentials and for all activities conducted under your account. You must promptly notify us of any unauthorized use or security incident.

6. Fees and Payment

• Subscriptions: Access to the Service is billed on a subscription basis ("Subscription"). You agree to pay the fees applicable to your Subscription plan.
• Taxes: Fees are exclusive of applicable taxes (e.g., GST/HST), which will be added to your bill.
• Refunds: Subscription fees are generally non-refundable. However, Wug Note may, in its sole discretion, provide refunds or service credits on a case-by-case basis. Nothing in this section limits any refund rights required by applicable law.
• Changes: We reserve the right to change our pricing upon 30 days' notice. Continued use of the Service after the price change constitutes your agreement to pay the new amount.

7. Acceptable Use

You agree not to use the Service to:

1. Upload Client Data without proper legal authority and consent;
2. Record individuals without their knowledge and consent;
3. Reverse engineer, decompile, or attempt to derive the source code of the Service;
4. Use the Service to build a competitive product or train third-party AI models;
5. Share your account credentials with multiple users (unless part of an authorized Enterprise multi-seat plan).

8. Data Retention and Deletion

We enforce strict data retention limits to minimize privacy risk, as described in our DPA:

• Audio Recordings: Automatically deleted 14 days after upload.
• Transcripts & Notes: Retained for 14 days to allow review and export. After 14 days, they are permanently deleted from our active storage.
• Backups: Encrypted backups may be retained for up to 30 days solely for disaster recovery purposes.
• Manual Deletion: You may manually delete records at any time prior to automatic deletion.

You are solely responsible for exporting any required records prior to deletion.

9. Intellectual Property

• Your Data: You retain all ownership rights in your Client Data. You grant Wug Note a limited, non-exclusive license to process such data solely to provide the Service.
• No Model Training: Wug Note does not use Client Data to train AI models for general-purpose or public use.
• Our Platform: Wug Note retains all rights, title, and interest in the Service, including software, interfaces, workflows, and related intellectual property.

10. Confidentiality

Each party agrees to protect the other party’s Confidential Information (including PHI, pricing, and technical data) with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

11. Warranties & Disclaimers

11.1 "As Is"

The Service is provided on an "as is" and "as available" basis. We do not guarantee uninterrupted or error-free operation.

11.2 No Medical Advice

The Service provides documentation assistance only. AI-generated content may contain errors and must be verified. You remain solely responsible for reviewing, editing, validating, and approving all clinical documentation before use in your official records. You acknowledge that Wug Note is not responsible for the accuracy of clinical diagnoses, billing codes, or reimbursement claims derived from AI-generated documentation.

12. Limitation of Liability

To the maximum extent permitted by law:

1. Indirect Damages: Wug Note shall not be liable for any indirect, incidental, special, or consequential damages, including loss of data, practice interruption, or documentation errors.
2. Liability Cap: Wug Note’s total aggregate liability arising out of or relating to these Terms shall not exceed the total fees paid by the Customer to Wug Note in the twenty-four (24) months preceding the event giving rise to the claim.
3. Indemnification: You agree to indemnify Wug Note against claims arising from your failure to obtain valid Client consent (including cross-border consent) or your violation of healthcare privacy laws.

13. Termination

We may suspend or terminate your access to the Service if you violate these Terms. Upon termination, Client Data will be deleted in accordance with our retention policy.

• Survival: Sections regarding Intellectual Property, Confidentiality, Liability, and Indemnification shall survive the termination of these Terms.

14. General

• Governing Law: These Terms shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein.
• Amendments: We may update these Terms from time to time. If we make material changes, we will notify you at least 30 days before the changes take effect. Your continued use of the Service constitutes acceptance of the updated Terms.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
• Entire Agreement: These Terms, along with the Privacy Policy and DPA, constitute the entire agreement between the parties.

Contact Us:
If you have questions about these Terms or require a copy of our DPA, please contact our Privacy Officer at: michael.simoes@wugnote.com