Terms and Conditions

Last Updated: April 12, 2026

Please read these Terms and Conditions carefully before selecting the “I Agree” button, downloading, or using the Service.

1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Quip Medical Inc. ("Quip," "we," "us," or "our") governing your access to and use of Quip's billing optimization software, including our desktop application, web services, and related services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

If you are using the Service on behalf of a medical practice, clinic, or other organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" or "your" shall refer to both you individually and that organization.

2. DESCRIPTION OF SERVICE

Quip provides AI-powered billing optimization software that analyzes clinical documentation and extracts optimal billing codes for submission to the Ontario Health Insurance Plan (OHIP) and other applicable payers. The Service integrates with Electronic Medical Record (EMR) systems to automate billing code population while maintaining physician control over final billing submissions.

Key Features Include:

  • Automated billing code extraction from clinical notes

  • Premium billing code identification and optimization

  • Roster reconciliation comparing physician EMR data with Ministry of Health records

  • Integration with PS Suite, Accuro, OSCAR Pro, and other supported EMR platforms

  • Real-time billing optimization suggestions

The Service is a Tool, Not a Substitute for Professional Judgment: Quip provides suggestions and recommendations to assist with billing optimization. All billing codes and submissions remain subject to your review, approval, and ultimate responsibility. You retain complete control over what is billed and when.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Eligibility

You must be:

  • A licensed physician, nurse practitioner, or other regulated healthcare professional authorized to bill OHIP or other applicable payers

  • At least 18 years of age

  • Legally capable of entering into binding contracts

  • Practicing in a jurisdiction where Quip is authorized to operate

3.2 Account Registration

To use the Service, you must create an account by providing accurate, complete, and current information including:

  • Full name and professional designation

  • Valid email address

  • Billing number and professional registration information

  • EMR system information

  • Payment information

You agree to:

  • Maintain the accuracy of your account information

  • Keep your login credentials confidential and secure

  • Notify Quip immediately of any unauthorized access to your account

  • Accept responsibility for all activities that occur under your account

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials. Quip will not be liable for any loss or damage arising from your failure to protect your account information.

4. Use of Service

4.1 License Grant

Subject to your compliance with these Terms, Quip grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your professional billing optimization purposes.

4.2 Restrictions

You agree NOT to:

  • Use the Service for any unlawful purpose or in violation of these Terms

  • Access or attempt to access any part of the Service through automated means (bots, scrapers, etc.) except as authorized

  • Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Service

  • Remove, alter, or obscure any proprietary notices on the Service

  • Use the Service to submit fraudulent, inaccurate, or misleading billing claims

  • Interfere with or disrupt the integrity or performance of the Service

  • Attempt to gain unauthorized access to any systems, data, or networks connected to the Service

  • Sell, resell, rent, lease, or sublicense access to the Service without Quip's prior written consent

  • Use the Service to create a competing product or service

  • Share your account credentials with others or allow multiple users to access the Service through a single account (unless explicitly authorized under your subscription plan)

5. BILLING AND PAYMENT

5.1 Subscription Plans

Quip offers subscription-based access to the Service. Pricing, payment terms, and subscription details are provided during the registration process and may be updated from time to time with advance notice.

5.2 Payment Terms

  • Subscription fees are billed monthly or annually in advance unless otherwise specified

  • You authorize Quip to charge your designated payment method for all applicable fees

  • All fees are in Canadian Dollars (CAD) unless otherwise specified

  • Fees are non-refundable except as expressly provided in these Terms

5.3 Late Payment

If payment is not received when due, Quip may:

  • Suspend or terminate your access to the Service

  • Charge late fees of 1.5% per month (or the maximum permitted by law, whichever is lower) on overdue amounts

  • Engage collection agencies or pursue legal action to recover amounts owed

5.4 Price Changes

Quip reserves the right to modify subscription pricing with at least 30 days' advance notice. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing.

5.5 Taxes

All fees are exclusive of applicable taxes (GST/HST, PST, etc.). You are responsible for all taxes associated with your use of the Service.

6. INTELLECTUAL PROPERTY

6.1 Quip's Intellectual Property

The Service, including all software, algorithms, designs, text, graphics, logos, and other content, is owned by Quip or its licensors and is protected by Canadian and international copyright, trademark, patent, and other intellectual property laws.

Quip retains all right, title, and interest in and to the Service and all related intellectual property. No rights are granted to you other than the limited license expressly set forth in Section 4.1.

6.2 Your Data

You retain all ownership rights to your clinical data, patient information, and billing records ("Your Data"). By using the Service, you grant Quip a limited, non-exclusive license to access, process, and analyze Your Data solely for the purposes of:

  • Providing the Service to you

  • Improving the Service and developing new features

  • Generating aggregated, anonymized analytics and insights

Quip will not sell Your Data to third parties or use Your Data for purposes unrelated to providing and improving the Service without your explicit consent.

6.3 Feedback

If you provide Quip with feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant Quip a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to you.

7. PRIVACY AND DATA PROTECTION

Your privacy is important to us. Our collection, use, and protection of your personal information and patient data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

Key Privacy Commitments:

  • Compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA)

  • Compliance with the Personal Health Information Protection Act (PHIPA)

  • SOC2 certification and regular third-party security audits

  • Encryption of data in transit and at rest

  • Strict access controls and authentication requirements

  • No sale of your data to third parties

Please review our Privacy Policy carefully to understand how we handle your information.

8. LIMITATION OF LIABILITY

8.1 Liability Cap

To the maximum extent permitted by law, Quip’s total liability to you for any claims arising out of or related to these terms or the service shall not exceed the amount you paid to Quip in the 12 months preceding the event giving rise to liability.

8.2 Exclusion of damages

To the maximum extent permitted by law, Quip shall not be liable for:

  • Indirect, incidental, special, consequential, or punitive damages

  • Lost profits, lost revenue, or lost data

  • Business interruption or loss of business opportunity

  • Billing errors, rejected claims, or payment delays

  • Audit findings, penalties, or regulatory sanctions

  • Damages arising from unauthorized access to your account

  • Damages arising from your reliance on the service

This limitation applies regardless of the legal theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if Quip has been advised of the possibility of such damages.

8.3 Basis of the Bargain

You acknowledge that the limitations in this Section 10 are fundamental elements of the agreement between you and Quip, and that Quip would not provide the Service at the current pricing without these limitations.

8.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, Quip's liability shall be limited to the maximum extent permitted by applicable law.

9. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Quip, its affiliates, and their respective officers, directors, employees, agents, and advisors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Your use or misuse of the Service

  • Your violation of these Terms

  • Your violation of any applicable laws, regulations, or professional standards

  • Your billing submissions or billing practices

  • Any inaccurate, fraudulent, or misleading information you provide

  • Your violation of any third-party rights, including intellectual property rights or privacy rights

  • Any dispute between you and a patient, payer, or third party

Quip reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with Quip's defense of such claim.

10. TERM AND TERMINATION

10.1 Term

These Terms commence when you first access or use the Service and continue until terminated in accordance with this Section 12.

10.2 Termination by You

You may terminate your account and discontinue use of the Service at any time by:

  • Providing written notice to Quip at contact@quipmedical.org

  • Following the account cancellation process in your account settings

Termination does not entitle you to a refund of any prepaid fees.

10.3 Termination by Quip

Quip may suspend or terminate your access to the Service immediately, with or without notice, if:

  • You violate these Terms or any applicable laws or regulations

  • Your account is subject to fraudulent, suspicious, or unauthorized activity

  • You engage in conduct that Quip determines, in its sole discretion, is harmful to Quip, other users, or the Service

  • You fail to pay fees when due

  • Required by law or regulatory authority

  • Quip decides to discontinue the Service (with 30 days' advance notice where commercially reasonable)

10.4 Effect of Termination

Upon termination:

  • Your license to use the Service immediately terminates

  • You must cease all use of the Service

  • You remain responsible for all fees incurred prior to termination

  • You may request export of Your Data within 30 days of termination; after 30 days, Quip may delete Your Data from its systems

  • Sections 6 (Intellectual Property), 7 (Privacy), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 12.4 (Effect of Termination), and 14 (General Provisions) survive termination

11. GENERAL PROVISIONS

11.1 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any disputes arising out of or related to these Terms or the Service shall be subject to the exclusive jurisdiction of the courts located in Ottawa, Ontario, and you consent to the personal jurisdiction of such courts.

11.2 Dispute Resolution

Informal Resolution: Before initiating any formal legal proceedings, you agree to first attempt to resolve any dispute informally by contacting Quip at contact@quipmedical.org and providing a detailed description of the dispute and proposed resolution.

11.3 Class Action Waiver

To the maximum extent permitted by law, you and quip agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative action.

11.4 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements explicitly incorporated by reference, constitute the entire agreement between you and Quip regarding the Service and supersede all prior agreements, understandings, and communications, whether written or oral.

11.5 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

11.6 Waiver

Quip's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Quip.

11.7 Assignment

You may not assign or transfer these Terms or your rights and obligations hereunder without Quip's prior written consent. Quip may assign these Terms without restriction, including to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets.

11.8 Force Majeure

Quip shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

11.9 No Third-Party Beneficiaries

These Terms are for the benefit of you and Quip only and do not create any third-party beneficiary rights.

11.9 Notices

All notices to Quip must be sent to:

Quip Medical Inc.
280 Joseph St,
Kitchener-Waterloo, Ontario
Email: contact@quipmedical.org

Notices to you may be sent to the email address associated with your account and shall be deemed received when sent.

If you have questions about these Terms, please contact us at contact@quipmedical.org.