These Terms of Service (“Terms”) govern access to and use of the GladstoneMD platform, application, and related services (the “Service”) provided by GladstoneMD Ltd. (“GladstoneMD”). These Terms are a binding agreement between GladstoneMD and the person or organization using the Service (“Customer”).
By creating an account, clicking “Accept,” signing an order form that references these Terms, or otherwise using the Service, the Customer agrees to these Terms. If Customer does not agree, Customer must not use the Service.
If you use the Service on behalf of a clinic, hospital, professional corporation, or other organization, you represent that you have authority to bind that organization. In that case, “Customer” means the organization and its permitted users (“Authorized Users”), and Customer is responsible for Authorized Users’ compliance with these Terms.
Use of the Service is also subject to the Privacy Policy, incorporated by reference.
1. About the Services
a. The Service is designed to support clinical documentation and broader healthcare practice workflows. Features may include drafting and structuring notes, summarizing encounters, generating or assisting with requisitions/referrals and other administrative documents, and suggesting follow-up communications and tasks. The Service may evolve over time and features may be added, changed, or removed.
b. The Service is intended for use by regulated healthcare professionals and personnel acting under a clinician’s direction. It is not intended for patient self-use or direct-to consumer use.
c. Customer is responsible for ensuring that all Authorized Users (including Customer, if Customer is an individual) are properly licensed or supervised, trained, and permitted to use the Service under applicable laws, professional rules, and workplace or organizational policies.
d. The Service is not an electronic medical record (EMR) and is not intended to be the system of record for any patient chart. Customer remains responsible for maintaining official patient records in Customer’s designated systems and for meeting applicable documentation, retention, and legal/professional obligations.
2. Clinical Responsibility and Safety
a. The Service does not provide medical advice, does not diagnose, and does not replace professional judgment. All clinical decisions, patient care, and final documentation remain the responsibility of Customer and Authorized Users.
b. Content generated by the Service is provided as drafts only (“Outputs”). Outputs may be incomplete, inaccurate, or inappropriate for a given clinical context. Customer and Authorized Users must review, verify, and approve all Outputs before any clinical use, reliance, or entry into a medical record.
c. The Service is not designed for emergency use, triage, or time critical decision making. The Service must not be relied upon in urgent or emergent clinical situations.
d. Use by medical students, residents, or other trainees is permitted only with the prior approval and ongoing supervision of a licensed clinician, and only where permitted by applicable laws, training program requirements, and the internal policies of the clinic, workplace, or organization. The supervising clinician remains responsible for patient care and for reviewing and approving all documentation and outputs before clinical use or entry into the medical record. Trainee use is at the risk of the customer and the trainee.
3. Changes to the Service
a. The Service will evolve over time. GladstoneMD may update, improve, or otherwise change the Service (including features, integrations, functionality, specifications, and availability) and may suspend or discontinue all or part of the Service from time to time. GladstoneMD does not guarantee that any particular feature, integration, or version of the Service will remain available.
b. The Service may rely on third-party providers and infrastructure (such as hosting, transcription, analytics, communications, and AI components). As a result, the Service may experience interruptions, delays, or performance issues caused by events or outages outside GladstoneMD’s reasonable control. GladstoneMD will use commercially reasonable efforts to maintain the Service and restore availability following any such disruption.
4. Accounts and Security
a. Customer must provide accurate account information and keep it current. If Customer is an organization, Customer is responsible for administering the account, including adding, managing, and removing Authorized Users, and promptly disabling access for anyone who no longer needs or is permitted to use the Service.
b. Each Authorized User must use their own login credentials. Shared accounts and shared credentials are not permitted, unless GladstoneMD approves an alternative arrangement in writing.
c. Customer is responsible for maintaining the confidentiality of login credentials and for activity that occurs under Customer’s account. Customer must ensure Authorized Users follow these Terms and any applicable clinic, workplace, or organizational policies when using the Service.
d. Customer must notify GladstoneMD without undue delay if Customer becomes aware of suspected unauthorized access, credential compromise, or other suspicious activity related to the Service or Customer’s account, and must reasonably cooperate with GladstoneMD’s efforts to investigate and mitigate the issue.
e. GladstoneMD maintains administrative, technical, and physical safeguards designed to protect Customer Content, including personal health information, against unauthorized access, use, disclosure, loss, or theft. Such safeguards are appropriate to the sensitivity of the information and the nature of the Service and include, as applicable:
(i) encryption of personal health information in transit using industry-standard protocols; (ii) encryption or equivalent protection of personal health information at rest; (iii) role-based access controls and authentication mechanisms designed to limit access to authorized personnel;
(iv) audit logging or activity monitoring designed to detect unauthorized access or misuse;
(v) policies and procedures governing access to Customer Content by GladstoneMD personnel, including confidentiality obligations; and
(vi) processes for security incident detection, response, and mitigation.
f. GladstoneMD reviews and updates its safeguards from time to time to address evolving security risks and industry practices. While no system can eliminate all risk, GladstoneMD implements safeguards consistent with applicable privacy laws and the sensitivity of personal health information processed through the Service.
5. Acceptable Use
The Service must not be used to:
(i) attempt unauthorized access to any systems or data
(ii) interfere with the Service, including by introducing malware, overloading, scraping, or automated extraction outside normal use
(iii) reverse engineer, decompile, or disassemble the Service or any portion of it, except to the extent such restriction is prohibited by applicable law
(iv) extract, derive, or attempt to extract underlying models, weights, prompts, or system logic from the Service, including through automated querying, adversarial inputs, or similar techniques
(v) use the Service or Outputs to develop, train, validate, or improve any competing product or service, including any machine learning or AI model
(vi) conduct or publish benchmarking or competitive analysis of the Service without GladstoneMD’s prior written consent.
6. Billing
a. The Service may be offered on a subscription basis priced per user and billed monthly or annually, as described at sign up, within the Service, or in an Order Form. Fees are payable in advance unless stated otherwise in writing. Amounts are in Canadian dollars unless stated otherwise.
b. Customer authorizes GladstoneMD and its payment processors to charge the payment method on file for recurring fees and applicable taxes. Customer is responsible for maintaining current billing information.
c. Subscriptions renew automatically at the end of each billing period unless cancelled prior to renewal. Cancellation takes effect at the end of the then current paid billing period unless an Order Form states otherwise.
d. Except as required by law or expressly stated in writing, fees are non refundable and prorated refunds are not provided for unused portions of a billing period.
e. GladstoneMD may suspend or limit access for overdue amounts or failed payments until payment is received.
f. Pricing may be changed with reasonable notice. Updated pricing applies at the next renewal or purchase.
7. Data
a. Information submitted to, transmitted to, stored in, or processed through the Service by or on behalf of Customer, including personal information and personal health information, is “Customer Content.”
b. To the extent Customer Content includes personal health information, Customer retains control over such Customer Content, and GladstoneMD processes it solely on behalf of and under the direction of the Customer, only as necessary to provide, support, maintain, and secure the Service and to comply with applicable law.
c. To the extent applicable privacy or health information legislation distinguishes between custodians, controllers, or similar primary decision-makers and their agents, processors, affiliates, or service providers, GladstoneMD acts in the latter capacity (as applicable) and does not determine the purposes for which personal health information is processed. GladstoneMD determines the technical means of processing only to the extent necessary to deliver and support the Service in accordance with the Customer’s instructions and applicable law.
d. Customer represents and warrants that it has all rights, authority, and permissions necessary to provide Customer Content to the Service and to authorize GladstoneMD’s processing of Customer Content as described in these Terms. Customer is responsible for determining whether patient notice or consent is required, and for obtaining and documenting any required notice or consent. Customer is also responsible for ensuring that use of the Service complies with applicable privacy laws, professional obligations, and workplace policies.
e. Customer must not submit Customer Content that Customer is not permitted to disclose to GladstoneMD for the purposes of providing the Service. Customer must not submit malicious code or content that materially interferes with the Service.
f. GladstoneMD may access Customer Content only where reasonably necessary to provide support requested by Customer, maintain security, prevent fraud or misuse, investigate incidents, and enforce these Terms, subject to confidentiality and access controls.
g. GladstoneMD may use third-party service providers to host, process, or otherwise support the Service. GladstoneMD will require such service providers to protect Customer Content under appropriate confidentiality and security obligations.
h. Customer authorizes GladstoneMD to create and use de-identified and/or aggregated information derived from Customer Content to operate, maintain, secure, evaluate, and improve the Service, including quality improvement and safety testing. GladstoneMD will not use de-identified or aggregated information derived from personal health information or other patient data to train or fine-tune any machine learning or AI models. GladstoneMD may use non-clinical service data, including product usage telemetry,
performance metrics, and support feedback, that does not include patient data to develop, train, and improve Service features and user experience. De-identification reduces identifiability but does not eliminate the risk of re-identification. GladstoneMD does not sell Customer Content or attempt to re-identify it. De-identification will be performed in compliance with industry standards.
i. Except as otherwise expressly agreed in an Order Form or data processing addendum, Customer Content that constitutes personal health information is stored in Canada. Customer acknowledges and agrees that, in order to provide, operate, secure, and support the Service, GladstoneMD and its authorized service providers may access, process, or otherwise handle personal health information from locations outside Canada, including for purposes such as system operation, technical support, monitoring, and AI-enabled processing. Where personal health information is accessed or processed outside Canada, GladstoneMD will implement administrative, technical, and contractual safeguards designed to provide a level of protection appropriate to the sensitivity of the information and consistent with applicable privacy laws, including restrictions on use, confidentiality obligations, and access controls. Customer acknowledges that personal health information accessed or processed outside Canada may be subject to the laws of the jurisdiction in which it is accessed or processed, including laws permitting access by courts, law enforcement, or other authorities. Customer remains responsible for assessing whether additional notices or consents are required for Customer’s use of the Service and for providing any such notices or obtaining any such consents. GladstoneMD processes personal health information solely as an agent of the Customer and only for the purposes of providing and supporting the Service, in accordance with Customer’s instructions and applicable law.
j. If Customer and GladstoneMD enter into a data processing addendum, it will govern to the extent it conflicts with this Section 7.
8. Data Retention
a. GladstoneMD retains Customer Content only for as long as needed to provide the Service. We may retain limited Customer Content longer where necessary to secure the Service, prevent fraud or misuse, comply with law, or resolve/enforce agreements.
b. Customer is responsible for exporting and storing final documentation in Customer’s systems of record.
c. Following termination, GladstoneMD will provide a thirty (30) day export period. Export may be limited or delayed where required to address security, prevent fraud or misuse, comply with law, or respond to a legal request.
d. After the export period, GladstoneMD may delete or de-identify Customer Content from active systems. Residual copies may remain in backups for a limited period consistent with standard backup rotation.
9. Intellectual Property
a. GladstoneMD and its licensors own the Service and all related intellectual property, including software, models, algorithms, designs, and documentation. No rights are granted except as expressly stated in these Terms.
b. During an active subscription term, and subject to compliance with these Terms and payment of applicable fees, Customer is granted a limited, non exclusive, non transferable, revocable license to access and use the Service for Customer’s internal professional or organizational purposes.
c. Customer retains ownership of Customer Content. Customer grants GladstoneMD a limited license to host, process, transmit, display, and otherwise use Customer Content only as necessary to provide, support, maintain, and secure the Service, to improve the Service as permitted by these Terms, and to comply with applicable law.
d. Each party will protect the other party’s non-public information using reasonable care and will use it only to perform under these Terms. Customer Content is confidential. This does not apply to information that becomes public without fault, was independently developed, or was lawfully received from another source. A party may disclose confidential information if required by law or legal process, and where permitted will give reasonable notice.
e. Feedback or suggestions may be used by GladstoneMD without restriction or compensation.
10. Termination
a. Customer may stop using the Service at any time and may cancel subscriptions as described in Section 5.
b. GladstoneMD may suspend or terminate access to the Service, in whole or in part, immediately and with or without notice, where GladstoneMD determines that such action is reasonably necessary to protect the Service, Customer Content, the security of GladstoneMD systems, other customers, or third parties, including where:
(i) use poses a security risk
(ii) these Terms are violated
(iii) use is unlawful or could expose GladstoneMD to liability
(iv) fees are overdue.
Where practicable, GladstoneMD will provide notice and an opportunity to cure, but no notice or cure period is required where immediate action is necessary.
c. Upon termination, Customer’s right to access and use the Service ends, except as expressly permitted during any export period. Accrued payment obligations survive termination.
11. Security Incidents and Breach Notification
a. If GladstoneMD becomes aware of any unauthorized access to, use of, disclosure of, or loss of Customer Content in GladstoneMD’s custody or control that constitutes or is reasonably suspected to constitute a breach of security safeguards under applicable privacy laws (“Security Incident”), GladstoneMD will notify Customer at the first reasonable opportunity after becoming aware of the Security Incident.
Such notice will include, to the extent reasonably available at the time: (i) a description of the nature of the incident;
(ii) the types of information involved;
(iii) the date or estimated date of the incident;
(iv) steps taken or proposed to contain, investigate, and remediate the incident; and (v) contact information for further inquiries.
b. GladstoneMD will take reasonable steps to contain, investigate, and mitigate the effects of the Security Incident and will cooperate with Customer in connection with Customer’s legal obligations, including providing information reasonably required for Customer to assess reporting or notification obligations to individuals, regulators, or other third parties.
c. Customer remains responsible for determining whether notification to individuals, regulators, or professional bodies is required and for making any such notifications, unless applicable law expressly requires GladstoneMD to notify directly.
12. Liability
a. The Service is provided on an as is and as available basis. To the maximum extent permitted by law, all warranties and conditions are disclaimed, including merchantability, fitness for a particular purpose, accuracy, and non infringement.
b. Outputs may contain errors, omissions, or inaccuracies. Responsibility for verifying Outputs and for all clinical and documentation use remains with Customer.
c. To the maximum extent permitted by law, GladstoneMD is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenues, goodwill, or data, arising out of or relating to the Service or these Terms
d. To the maximum extent permitted by law, GladstoneMD’s total aggregate liability arising out of or relating to the Service or these Terms will not exceed the fees paid by Customer for the Service in the twelve months immediately preceding the event giving rise to the claim. If no fees have been paid, total aggregate liability will not exceed CAD $100. Nothing in these Terms excludes liability that cannot be excluded under applicable law.
e. Customer will indemnify, defend, and hold harmless GladstoneMD and its directors, officers, employees, and agents from and against third party claims, damages, liabilities, losses, and expenses arising out of or relating to use of the Service by Customer or Authorized Users, Customer Content, breach of these Terms, or failure to obtain required consents or comply with applicable laws and professional obligations.
f. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. Any dispute arising out of or relating to these Terms or the Service will be brought in the courts located in Ontario, and the parties submit to the exclusive jurisdiction of those
courts. GladstoneMD may seek injunctive or equitable relief in any jurisdiction to protect confidential information or intellectual property.
13. General Terms
a. GladstoneMD may update these Terms from time to time. If we make material changes, we will provide notice. The updated Terms will apply on the effective date stated. By continuing to use the Service after the effective date, Customer agrees to the updated Terms.
b. If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.
c. Failure to enforce any provision is not a waiver.
d. These Terms, together with any Order Form and incorporated policies, constitute the entire agreement regarding the Service and supersede prior agreements on that subject.
e. Assignment by Customer is prohibited without GladstoneMD’s prior written consent. GladstoneMD may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.
f. Neither party is liable for delay or failure to perform, other than payment obligations, due to events beyond reasonable control.
g. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary relationship, or employment relationship.