Terms of Service

Effective Date: August 1, 2026

Version: 1.0

Introduction

Carrick provides healthcare technology solutions that enable healthcare organizations to communicate with patients, automate workflows, improve operational efficiency, and support the delivery of better care.

These Terms of Service (“Terms”) govern the access to and use of the Carrick platform, websites, applications, application programming interfaces (“APIs”), artificial intelligence (“AI”) features, communication services, and any related products or services (collectively, the “Service”) provided by Carrick Health Innovations Inc. (“Carrick”, “we”, “our”, or “us”).

The Service is designed to support healthcare organizations by providing secure communication, patient engagement, workflow automation, AI Features, and other healthcare technology solutions.

These Terms constitute a legally binding agreement between Carrick and the Organization accessing or using the Service. By accessing or using the Service, the Organization agrees to be bound by these Terms. Individuals accessing the Service on behalf of an Organization represent and warrant that they have the authority to bind the Organization to these Terms.

If the Organization does not agree to these Terms, the Service must not be accessed or used.

Definitions

For the purposes of these Terms, the following definitions apply:

“Account” means the credentials and associated profile used by an Authorized User to access the Service.

“Agreement” means these Terms of Service together with any applicable Order Form, Subscription Agreement, Statement of Work, or other written agreement between Carrick and the Organization.

“AI Features” means the AI-powered capabilities made available as part of the Service that assist Organizations with communications, workflow automation, patient engagement, and other functions configured by the Organization.

“Authorized User” means an individual authorized by an Organization to access and use the Service on its behalf.

“Connected System” means a third-party application, platform, service, or device that exchanges information with the Service under the direction of an Organization.

“Customer Data” means all information, including Personal Information, submitted to, transmitted through, stored within, or otherwise processed by the Service on behalf of an Organization.

“End User” means an individual who interacts with an Organization through the Service but does not necessarily have an Account. End Users may include patients, clients, customers, or other individuals served by an Organization.

“Personal Information” means information about an identifiable individual and includes “personal information,” “personal data,” and “protected health information”(PHI) as those or similar terms are defined under applicable privacy and data protection laws, including Canada’s Personal Information Protection and Electronic Documents Act, SC 2000, c5 (“PIPEDA”), applicable provincial health privacy legislation, and the United States Health Insurance Portability and Accountability Act, Pub L 104-191, 110 Stat 1936 (“HIPAA”). Personal Information may form part of Customer Data.

“Service” means the Carrick platform, websites, applications, APIs, AI Features, communication services, and related products or services provided by Carrick.

“Subscription” means the Organization’s agreement with Carrick for access to and use of the Service under an applicable plan or contract.

Eligibility and Accounts

The Service is intended for use by healthcare organizations and other organizations authorized to access the Service. Organizations are responsible for ensuring that only Authorized Users access the Service and that such users are authorized to act on the Organization’s behalf.

Each Authorized User is responsible for maintaining the confidentiality of their Account credentials and for all activities that occur under their Account. Organizations are responsible for promptly notifying Carrick of any unauthorized access to, or suspected compromise of, an Account.

Organizations are responsible for ensuring that information provided during registration and throughout the use of the Service remains accurate and up to date.

Carrick reserves the right to suspend or terminate Accounts that violate these Terms, compromise the security or integrity of the Service, or are otherwise used in a manner inconsistent with applicable law or Carrick’s Acceptable Use Policy.

Subscriptions

Access to the Service may require an active Subscription or other written agreement between Carrick and the Organization. Subscription plans, pricing, features, and service levels may vary depending on the agreement entered into by the Organization.

Organizations are responsible for maintaining a valid Subscription and for paying all applicable fees in accordance with their Subscription or other applicable agreement.

Unless otherwise specified in a written agreement, Subscription fees are non-refundable.

Unless otherwise stated, all fees are exclusive of applicable taxes, and the Organization is responsible for all sales, use, value-added, goods and services, harmonized sales, and similar taxes.

Carrick may modify Subscription plans, pricing, or available features from time to time. Material changes will not affect an Organization’s existing Subscription during its current billing term unless otherwise agreed by the parties or required by applicable law.

Failure to maintain an active Subscription or to satisfy applicable payment obligations may result in suspension or termination of access to the Service.

Use of the Service

Subject to these Terms and any applicable Subscription or other written agreement, Carrick grants the Organization a limited, non-exclusive, non-transferable, and revocable right to access and use the Service for the duration of its active Subscription or other applicable agreement for the Organization’s business and operational purposes.

The Service may be used to support healthcare communications, patient engagement, workflow automation, AI Features, system integrations, and other functions made available by Carrick as part of the Organization’s Subscription.

Organizations may designate Authorized Users to access and use the Service on the Organization’s behalf. Organizations remain responsible for the actions of their Authorized Users and for ensuring that the Service is used in accordance with these Terms.

Carrick may introduce new features, modify existing functionality, or discontinue features from time to time in order to improve the Service, maintain security, comply with legal and regulatory requirements, or support the ongoing development of the platform.

Acceptable Use Policy

Carrick is intended to support secure, lawful, and professional healthcare communications and operations. Organizations and their Authorized Users are expected to use the Service responsibly and in accordance with these Terms, applicable law, and the intended purpose of the Service.

Organizations and Authorized Users must use the Service in compliance with all applicable laws, regulations, carrier requirements, and industry standards governing electronic communications.

Organizations are responsible for ensuring that communications sent through the Service are lawful, appropriately authorized, and permitted by the intended recipients. Specifically, this includes that the Organization is solely responsible for obtaining and maintaining all consents required, including prior express consent where required, and otherwise ensuring compliance, under the U.S. Telephone Consumer Protection Act, 47 USC § 227 (“TCPA”) and Canada'sAnti-Spam Legislation, SC 2010, c 23 (“CASL”).

Organizations and Authorized Users must not:

Carrick may investigate suspected violations of this Acceptable Use Policy and may suspend, restrict, or terminate access to the Service where necessary to protect the security, integrity, availability, and lawful operation of the Service, or to comply with legal, regulatory, or carrier requirements.

Customer Responsibilities

Organizations are responsible for their use of the Service and for the actions of their Authorized Users.

Organizations are responsible for:

Organizations acknowledge that Carrick provides technology and related services but does not control the Organization’s underlying business, clinical, or operational decisions. The Organization remains responsible for its use of the Service and for determining whether the Service is appropriate for its purposes.

Customer Data

The Organization retains all rights to its Customer Data.

The Organization grants Carrick a limited, non-exclusive right to access, host, store, transmit, process, display, and otherwise use Customer Data solely as necessary to provide, maintain, secure, support, and improve the Service, fulfill the Organization’s instructions, comply with applicable law, and perform Carrick’s obligations under these Terms and any applicable agreement.

Carrick will process Customer Data in accordance with its Privacy Policy and applicable agreements with the Organization. Carrick will not access, use, or disclose Customer Data except as necessary to provide the Service, as instructed by the Organization, or as otherwise required by applicable law.

The Organization is responsible for the accuracy, quality, legality, and integrity of Customer Data submitted to the Service and for ensuring that it has all necessary rights, permissions, and legal authority to provide such Customer Data to Carrick.

Upon termination or expiration of the applicable Subscription or other agreement, Carrick will make Customer Data available for retrieval by the Organization for a reasonable period, after which Customer Data may be securely deleted or anonymized in accordance with Carrick’s applicable policies, contractual obligations, and applicable law.

AI Features

Carrick may make AI Features available as part of the Service. AI Features are intended to assist Organizations with communications, workflow automation, patient engagement, data analysis, and other functions supported by the Service.

Use of AI Features is optional and is controlled by the Organization. Organizations are responsible for determining whether AI Features are appropriate for their operations and for configuring AI prompts, workflows, scripts, automations, and other AI settings.

Organizations are responsible for ensuring that any Customer Data provided to AI Features is appropriate, lawful, and consistent with the Organization’s privacy obligations, contractual commitments, and applicable law.

AI-generated outputs are intended to assist Organizations and should be reviewed by the Organization where appropriate. Carrick does not guarantee the accuracy, completeness, or suitability of AI-generated content for any particular purpose. Organizations remain responsible for all decisions, communications, and actions taken based on AI-generated outputs. Organizations are also responsible for testing and validating AI configurations before using them in production environments, where appropriate.

Carrick may update, improve, replace, suspend, or discontinue AI Features from time to time in order to improve the Service, respond to technological advancements, maintain security, or comply with legal, regulatory, or provider requirements.

Privacy

Carrick is committed to protecting the privacy and security of Customer Data and Personal Information processed through the Service.

Carrick’s collection, use, disclosure, retention, and protection of information are governed by Carrick’s Privacy Policy, which forms part of the Organization’s use of the Service and is incorporated into these Terms by reference.

By using the Service, the Organization acknowledges that it has reviewed the Privacy Policy and understands how Carrick processes information in connection with the Service.

Nothing in these Terms limits the Organization’s responsibilities with respect to obtaining required consents, protecting Customer Data, or complying with applicable privacy, healthcare, or other legal obligations.

Intellectual Property

Carrick and its licensors retain all right, title, and interest in and to the Service, including all software, applications, APIs, documentation, trademarks, logos, designs, AI technologies, and other intellectual property comprising or relating to the Service.

Except as expressly provided in these Terms, no ownership rights or intellectual property rights are transferred to the Organization.

The Organization retains ownership of its Customer Data and any intellectual property owned by or licensed to the Organization that is submitted to or processed through the Service.

Subject to these Terms, the Organization owns and is responsible for the content of prompts, workflows, scripts, configurations, and other materials it creates or configures within the Service. Unless otherwise agreed in writing, Carrick does not claim ownership of Organization-specific content or AI-generated outputs created for the Organization through its use of the Service.

If the Organization or an Authorized User provides Carrick with suggestions, feedback, or recommendations regarding the Service, Carrick may use and incorporate that feedback into its products and services without restriction or obligation, provided that Carrick does not identify the Organization or disclose its Confidential Information.

Organizations must not copy, modify, distribute, reverse engineer, decompile, or otherwise attempt to derive the source code of the Service except to the extent expressly permitted by applicable law.

Confidentiality

Each party may receive or have access to confidential or proprietary information belonging to the other party in connection with the use of the Service (“Confidential Information”).

Confidential Information includes non-public business, technical, financial, operational, security, and commercial information disclosed by one party to the other, whether in written, electronic, oral, or other form. Customer Data is considered the Organization’s Confidential Information.

Each party agrees to protect the other party’s Confidential Information using appropriate administrative, technical, and physical safeguards and to use such information only as necessary to fulfill its obligations under these Terms or as otherwise authorized by the disclosing party.

These obligations in this section do not apply to information that:

A party may disclose Confidential Information where required by applicable law, regulation, court order, or other legal process, provided that the party gives prior notice to the other party where legally permitted to do so.

The obligations in this section survive the termination or expiration of these Terms.

Availability

Carrick will use commercially reasonable efforts to make the Service available and maintain its reliability, security, and performance.

From time to time, the Service may be unavailable due to scheduled maintenance, emergency maintenance, upgrades, security measures, third-party service interruptions, or circumstances beyond Carrick’s reasonable control.

When reasonably practicable, Carrick will provide advance notice of scheduled maintenance that is expected to materially affect the availability of the Service.

Carrick may temporarily suspend access to all or part of the Service where necessary to maintain the security, integrity, or stability of the Service, respond to security incidents, comply with applicable law, or protect the rights and interests of Carrick, its customers, or third parties.

While Carrick is committed to providing a reliable and secure Service, uninterrupted availability cannot be guaranteed.

Termination

Either party may terminate the applicable Subscription or other agreement in accordance with its terms.

Carrick may suspend or terminate access to the Service immediately where reasonably necessary to protect the security, integrity, or lawful operation of the Service, to comply with applicable law, or where the Organization materially breaches these Terms.

The Organization may discontinue its use of the Service at any time, subject to the terms of its applicable Subscription or other agreement.

Upon termination or expiration of the applicable Subscription or other agreement:

Disclaimers

Except as expressly provided in these Terms or required by applicable law, the Service is provided on an “as available” and “as is” basis.

While Carrick is committed to providing a reliable, secure, and high-quality Service, Carrick does not warrant that the Service will meet every Organization’s specific requirements or that the Service will always be uninterrupted, timely, secure, or free from defects.

Carrick is not responsible for the availability, performance, or actions of third-party services, telecommunications providers, internet service providers, or other systems that integrate with or support the Service.

The Service is intended to support healthcare communications, workflow automation, and related operational activities. The Service, including any AI Features, is not intended to replace the professional, clinical, legal, or operational judgement of the Organization or its personnel.

To the maximum extent permitted by applicable law, Carrick disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Indemnification

The Organization will defend, indemnify, and hold harmless Carrick and its affiliates, and their respective directors, officers, employees, and agents, from and against any third-party claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data, including any claim that Customer Data infringes or violates the rights of a third party or applicable law; (b) the Organization’s or its Authorized Users’ use of the Service in breach of these Terms or applicable law; or (c) the Organization’s failure to obtain any consents or authorizations required in connection with the Service.

Carrick will promptly notify the Organization of any such claim, allow the Organization to control the defence and settlement (provided that any settlement imposing obligations on Carrick requires Carrick’s prior written consent, not to be unreasonably withheld), and provide reasonable cooperation at the Organization’s expense.

Limitation of Liability

To the maximum extent permitted by applicable law, Carrick will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of business operations, loss of goodwill, loss of data, or business interruption, arising out of or relating to the use of, or inability to use, the Service, even if Carrick has been advised of the possibility of such damages.

Carrick’s total aggregate liability arising out of or relating to these Terms or the Service will not exceed the total fees paid by the Organization to Carrick during the twelve (12) months immediately preceding the event giving rise to the claim.

For clarity, the total fees used to calculate this limit are those paid under the applicable Subscription, and this limitation does not apply to the Organization’s payment obligations or its indemnification obligations under these Terms.

The existence of multiple claims, causes of action, or incidents will not increase Carrick’s maximum aggregate liability under these Terms.

Carrick’s liability will be reduced to the extent that any loss or damage results from the Organization’s breach of these Terms, misuse of the Service, failure to follow Carrick’s documented instructions, or failure to comply with applicable law.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, gross negligence, or willful misconduct where such limitations are prohibited by law.

Changes to these Terms

Carrick may update these Terms from time to time to reflect changes to the Service, applicable law, regulatory requirements, security practices, or business operations.

Material changes that adversely affect an Organization’s rights or obligations will apply prospectively and, where required by applicable law or an applicable agreement, only upon renewal or other mutual agreement.

The date of the most recent revision will be identified at the beginning or end of these Terms.

Continued use of the Service after the effective date of the updated Terms constitutes acceptance of the revised Terms. If an Organization does not agree to the updated Terms, it must discontinue its use of the Service in accordance with these Terms and any applicable Subscription or other agreement.

Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms where such delay or failure results from events beyond its reasonable control, including natural disasters, acts of God, war, terrorism, civil unrest, government actions, labour disputes, pandemics, widespread internet or telecommunications failures, failures of third-party infrastructure providers, or other events of a similar nature.

The affected party will use commercially reasonable efforts to minimize the impact of the event and to resume performance of its obligations as soon as reasonably practicable.

Nothing in this section relieves either party of any payment obligations that became due before the Force Majeure event occurred.

General Provisions

These Terms, together with any applicable Subscription, Order Form, Privacy Policy, and any other written agreement between Carrick and the Organization, constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous understandings related to the Service.

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

The failure of either party to enforce any provision of these Terms will not constitute a waiver of that provision or of any other provision.

The Organization may not assign or transfer its rights or obligations under these Terms without Carrick’s prior written consent. Carrick may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business or assets.

Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between Carrick and the Organization.

Headings are provided for convenience only and do not affect the interpretation of these Terms.

Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service will be governed by and construed in accordance with the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein, without regard to its conflict of law principles.

The parties agree to submit to the exclusive jurisdiction of the courts of Newfoundland and Labrador and Canada in respect of any legal proceedings arising out of or relating to these Terms or the Service, unless otherwise required by applicable law.

Contact Information

If you have any questions about these Terms or the Service, or wish to provide legal notices or other communications relating to these Terms, please contact Carrick at:

Carrick Health Innovations Inc.

Email: privacy@carrick.io

Physical Address: 132 Bond Street, St. John's, NL A1C 1T9

Carrick may update its contact information from time to time by updating these Terms or publishing revised contact information through the Service or on its website.