PLEASE READ CAREFULLY. By accessing or using the Wavo Health web application (https://wavo.health), Chrome browser extension, iOS or Android mobile applications, application programming interfaces, documentation, or any associated services (collectively, the “Platform”), you (the “Subscriber,” “you,” or “your”) agree to be bound by these Terms and Conditions (the “Terms” or “Agreement”), our [Privacy Policy], and any Business Associate Agreement (“BAA”) entered into with you. If you do not accept every provision of these Terms, you must not access or use the Platform. These Terms form a legally binding contract between you and Wavo AI Technologies Inc., a corporation incorporated under the Canada Business Corporations Act (CBCA) and doing business as Wavo Health (“Wavo AI Technologies Inc.,” “we,” “us,” or “our”). “Wavo Health” is a trade name used by Wavo AI Technologies Inc. to refer to the Platform and related services.

The Platform is intended solely for use by licensed healthcare professionals and their authorized staff in the United States and Canada. By registering, you represent and warrant that you hold all licenses, permits, certifications, and professional credentials required under applicable U.S. or Canadian law to deliver health services in the jurisdictions in which you practice, and that such credentials are current and in good standing.

You must be at least 19 years of age (or the age of majority in your jurisdiction, if higher) to create an account or use the Platform.

You agree to provide and maintain accurate, current, and complete information during registration and throughout your use of the Platform. You are solely responsible for safeguarding your login credentials and for all activities under your account, whether authorized or not. You must notify Wavo AI Technologies Inc. immediately at [email protected] of any unauthorized use, security breach, or suspected compromise of your account.

Wavo AI Technologies Inc. reserves the right to suspend or terminate your account if we suspect fraudulent, unauthorized, or illegal activity, or if you fail to comply with these Terms. You are responsible for ensuring that your Authorized Users (defined as your employees or contractors who access the Platform on your behalf) comply with these Terms.

For purposes of these Terms:

The Wavo Health Platform, operated by Wavo AI Technologies Inc., provides artificial intelligence-powered tools that transcribe interactions between healthcare providers and patients, generate structured clinical notes (e.g., SOAP notes), and support custom note structures via Custom Templates to streamline documentation. The Platform is designed to assist, not replace, professional judgment.

The Platform is not a medical device, diagnostic tool, or clinical decision support system. You are solely responsible for verifying the accuracy, completeness, and clinical appropriateness of all Platform Outputs before use in patient care or otherwise. Wavo AI Technologies Inc. does not guarantee the accuracy, reliability, or suitability of any Output.

The Platform includes the Wavo AI Clinical Assistant, a chatbot feature providing up-to-date clinical information and referenced sources from third-party providers to assist clinicians with clinical questions. The Wavo AI Clinical Assistant is for informational purposes only and is not intended to diagnose, treat, cure, or prevent any disease or health condition. You are solely responsible for any medical conclusions or treatment decisions based on information provided by the Wavo AI Clinical Assistant. Wavo AI Technologies Inc. disclaims all liability for any harm or damage arising from your use of this feature or reliance on third-party content, including any inaccuracies or errors in such content.

The Platform operates in a cloud-hosted environment in Canada and the United States, designed to comply with HIPAA (U.S.) and PIPEDA (Canada). Data is encrypted in transit and at rest using industry-standard protocols (e.g., AES-256). Wavo AI Technologies Inc. may update or modify infrastructure as needed to maintain compliance or enhance performance.

Subject to your compliance with these Terms and timely payment of all applicable fees, Wavo AI Technologies Inc. grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to authorize your Authorized Users to access and use the Platform (including the web application, Chrome browser extension, and iOS/Android mobile applications) solely for your internal clinical or administrative purposes in connection with your healthcare practice in the United States or Canada.

You shall not (and shall not permit any third party, including Authorized Users, to): (a) Reverse-engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Platform; (b) Copy, modify, adapt, or create derivative works of the Platform or any part thereof; (c) Rent, lease, sell, sublicense, timeshare, or otherwise make the Platform available to third parties, except to patients in the ordinary course of care as permitted by these Terms; (d) Scrape, harvest, or extract data from the Platform except through documented features or APIs; (e) Use the Platform to develop, train, or improve any competing product or service; (f) Introduce viruses, malware, spyware, Trojan Horses, or other harmful code to the Platform; (g) Circumvent or disable any security or technological features of the Platform; (h) Use the Platform in any manner that violates applicable U.S. or Canadian laws, regulations, professional codes of conduct, or third-party rights, including uploading or processing Part 2 Data; (i) Use automated means (e.g., spiders, robots, crawlers) to download or scrape data, except for Internet search engines or non-commercial public archives complying with our robots.txt file; (j) Create multiple accounts to obtain additional free trials or avoid fees; or (k) Use the Platform for any purpose not expressly permitted by these Terms.

Any use of the Platform beyond the scope of the license granted in Section 3.1 is strictly prohibited and may result in immediate termination of your access and legal action by Wavo AI Technologies Inc.

Wavo AI Technologies Inc. may offer a time- or usage-limited free trial at its sole discretion, limited to evaluating the Platform for potential subscription purchase. Trials are provided “as-is” without any warranties, express or implied, and may be modified, suspended, or terminated at any time without notice or liability. During the trial, you may not use the Platform for competitive analysis, commercial, professional, or for-profit purposes.

Continued access to the Platform after any trial period requires a paid subscription (e.g., “Wavo Health Pro”) purchased through our web application. In-app purchases via mobile apps are not supported. Subscription details, including features and limitations, are provided at the time of purchase.

Subscriptions renew automatically at the end of each billing cycle unless cancelled through your account settings at least 24 hours before renewal. Fees are billed in advance and are non-refundable, except as required by applicable U.S. or Canadian law. No prorated refunds will be provided for partial billing periods. You may cancel by visiting your account billing page or emailing [email protected].

Wavo AI Technologies Inc. may modify subscription fees at any time with at least 30 days’ prior notice via email or the Platform. Continued use of the Platform after the effective date of a price change constitutes your acceptance of the new fees.

All fees are exclusive of applicable U.S. federal, state, or local taxes, or Canadian federal, provincial, or local taxes, levies, or duties, which are your sole responsibility unless otherwise stated.

You must notify Wavo AI Technologies Inc. of any billing disputes within 30 days of the charge. Failure to pay undisputed fees may result in suspension or termination of your access without further notice. Payments are processed through a third-party payment processor, and you agree to provide current, complete, and accurate payment information, updating it promptly as needed (e.g., changes in billing address, credit card number, or expiration date).

You retain all ownership rights in Customer Data, including Custom Templates and Output. You grant Wavo AI Technologies Inc. a non-exclusive, worldwide, fully paid-up, royalty-free license, with the right to sublicense, to host, store, process, transmit, and display Customer Data: (i) during the term of this Agreement to provide, maintain, and improve the Platform; (ii) for internal business purposes, including analyzing and enhancing the Platform’s functionality; and (iii) to train AI models to improve accuracy, efficiency, and quality (e.g., speaker diarization, note structuring), provided such use for AI training is on an anonymized or de-identified basis unless you opt-in via Platform settings to allow use of Custom Templates or specific Output for training.

With your opt-in consent via Platform settings, Wavo AI Technologies Inc. may process Voice Data to create speaker profiles for diarization and identification, enabling the Platform to attribute speakers (patient and provider) in Patient Recordings. You represent and warrant that you have obtained all necessary consents from patients and Authorized Users for processing Voice Data, in compliance with applicable U.S. and Canadian laws, including HIPAA and PIPEDA.

You may create and modify Custom Templates to tailor the structure and style of Output. With your opt-in consent via Platform settings, Wavo AI Technologies Inc. may use Custom Templates and associated Output to train AI models to improve the Platform’s functionality, linked to your account ID. You retain ownership of Custom Templates, but grant Wavo AI Technologies Inc. a non-exclusive, worldwide, royalty-free license to use them as described in Section 5.1.

Where Customer Data includes protected health information (“PHI”) under HIPAA, personal information under PIPEDA, or other applicable U.S. or Canadian health privacy laws, Wavo AI Technologies Inc. will process such data in accordance with: (i) the BAA (if applicable), (ii) Canadian federal and provincial privacy laws (including PIPEDA), (iii) U.S. federal and state privacy laws (including HIPAA), and (iv) our Privacy Policy. You represent and warrant that you have all necessary consents, authorizations, and legal rights to submit Customer Data to the Platform, including patient consents for recording sessions, processing PHI, and Voice Data, and that you will maintain records of such consents as required by law.

You are solely responsible for ensuring that your use of the Platform complies with all applicable U.S. and Canadian laws, including but not limited to HIPAA, PIPEDA, 42 CFR Part 2, and other federal, state, or provincial health privacy regulations. You further represent and warrant that you and your Authorized Users will not process Part 2 Data through the Platform. Wavo AI Technologies Inc. implements safeguards designed to support compliance with HIPAA and PIPEDA but does not guarantee that the Platform will meet all regulatory requirements for your specific use case, whether in the United States, Canada, or elsewhere. You assume all risks related to the Platform’s compliance with such laws and must independently verify its suitability for your needs. Wavo AI Technologies Inc. disclaims any liability arising from your or your Authorized Users’ use of the Platform to process Part 2 Data or failure to comply with applicable laws.

Wavo AI Technologies Inc. may engage third-party sub-processors to provide certain aspects of the Platform’s functionality (e.g., data hosting, processing, or analytics). All sub-processors are required to comply with applicable U.S. and Canadian privacy laws, including HIPAA and PIPEDA, and maintain safeguards consistent with those of Wavo AI Technologies Inc. Wavo AI Technologies Inc. is not liable for any acts or omissions of sub-processors, provided they are engaged in accordance with applicable laws and the BAA (if applicable). A list of sub-processors is available upon request at [email protected].

Wavo AI Technologies Inc. may create De-Identified Data from Customer Data and use or disclose such De-Identified Data to third parties at its discretion, as it does not constitute PHI or personal information. Wavo AI Technologies Inc. may also use Customer Data and Usage Data in an anonymized, aggregated form (Aggregate Data) to operate, maintain, manage, and improve the Platform and related services. Aggregate Data does not identify you or any individual, and you agree that Wavo AI Technologies Inc. may collect, use, publish, sell, or otherwise exploit such Aggregate Data.

Upon written request and provided your account is in good standing, Wavo AI Technologies Inc. will, to the extent required by law or the BAA: (i) provide an export of Customer Data in a standard, machine-readable format; or (ii) delete Customer Data, except for backups retained for up to 30 days or as required by U.S. or Canadian law. Wavo AI Technologies Inc. is not obligated to provide data exports if your account is suspended or terminated due to non-payment or breach of these Terms.

You may configure Platform settings to: (i) delete Patient Recordings immediately after processing; or (ii) retain Patient Recordings and other Customer Data for either 30 days from submission or for the term of this Agreement. After the selected retention period, Wavo AI Technologies Inc. will delete Customer Data, except for backups retained for up to 7 additional days, which will be deleted per our data retention policies. You are solely responsible for selecting and managing these retention settings.

Wavo AI Technologies Inc. implements and maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, alteration, disclosure, or destruction, in accordance with industry standards and applicable U.S. and Canadian laws. You acknowledge that no security measures are infallible, and you are responsible for implementing your own safeguards to protect sensitive data.

Wavo AI Technologies Inc. may monitor usage of the Platform to ensure compliance with these Terms, improve functionality, or comply with legal obligations. Such monitoring will be conducted in accordance with applicable U.S. and Canadian privacy laws and the BAA (if applicable).

Wavo AI Technologies Inc. and its licensors retain all right, title, and interest in and to the Platform, including all software, algorithms, AI models, user interfaces, documentation, De-Identified Data, Aggregate Data, Usage Data, and related intellectual property rights. No rights are granted except as expressly set forth in these Terms.

“Wavo Health,” the Wavo Health logo, and other marks are trademarks or service marks of Wavo AI Technologies Inc. You may not use our trademarks, logos, or branding without prior written consent from Wavo AI Technologies Inc.

Any feedback, comments, or suggestions you provide regarding the Platform (“Feedback”) may be used by Wavo AI Technologies Inc. without restriction, compensation, or attribution. You grant Wavo AI Technologies Inc. a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, and incorporate Feedback into the Platform or other products. You agree not to include confidential information in Feedback.

The Platform may integrate with or rely on third-party services (e.g., identity providers, mobile app stores, or data sources for the Wavo AI Clinical Assistant) or incorporate open-source software. Your use of third-party services is governed by their respective terms, and Wavo AI Technologies Inc. is not responsible for the performance, availability, accuracy, or content of third-party services or software. Open-source components are provided under their respective licenses, available upon request.

THE PLATFORM, OUTPUT, WAVO AI CLINICAL ASSISTANT, CHROME BROWSER EXTENSION, AND MOBILE APPS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR COMPLIANCE WITH HIPAA, PIPEDA, 42 CFR PART 2, OR OTHER U.S. OR CANADIAN REGULATORY REQUIREMENTS. WAVO AI TECHNOLOGIES INC. DOES NOT WARRANT THAT THE PLATFORM, WAVO AI CLINICAL ASSISTANT, CHROME BROWSER EXTENSION, OR MOBILE APPS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT THE PLATFORM AND WAVO AI CLINICAL ASSISTANT ARE NOT SUBSTITUTES FOR PROFESSIONAL JUDGMENT AND ASSUME ALL RISKS ASSOCIATED WITH THEIR USE, INCLUDING ANY RISKS RELATED TO REGULATORY COMPLIANCE IN THE UNITED STATES OR CANADA OR RELIANCE ON THIRD-PARTY CONTENT. ANY DECISIONS OR ACTIONS BASED ON OUTPUT OR WAVO AI CLINICAL ASSISTANT INFORMATION ARE AT YOUR SOLE DISCRETION AND RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WAVO AI TECHNOLOGIES INC., ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THE PLATFORM, OUTPUT, WAVO AI CLINICAL ASSISTANT, CHROME BROWSER EXTENSION, MOBILE APPS, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WAVO AI TECHNOLOGIES INC.’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF CAD $100 OR THE FEES PAID BY YOU TO WAVO AI TECHNOLOGIES INC. IN THE SIX (6) MONTHS PRECEDING THE CLAIM. SOME U.S. STATES AND CANADIAN PROVINCES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

You agree to defend, indemnify, and hold harmless Wavo AI Technologies Inc., its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your or your Authorized Users’ breach of these Terms; (b) your or your Authorized Users’ use or misuse of the Platform, Output, Wavo AI Clinical Assistant, Chrome browser extension, or Mobile Apps; (c) Customer Data, including any claim that it infringes or violates third-party rights; (d) your or your Authorized Users’ violation of any applicable U.S. or Canadian law, regulation, or professional obligation, including but not limited to HIPAA, PIPEDA, 42 CFR Part 2, or other federal, state, or provincial health privacy laws; or (e) your or your Authorized Users’ negligence, willful misconduct, or fraud. Wavo AI Technologies Inc. reserves the right, at your expense, to assume control of the defense and settlement of any claim subject to indemnification, provided you cooperate fully at your expense.

You may terminate your subscription at any time via your account settings or by emailing [email protected]. Termination is effective at the end of the current billing period, and no refunds will be provided for any unused portion of the subscription term.

Wavo AI Technologies Inc. may suspend or terminate your access to the Platform immediately, without prior notice or liability, for any reason, including but not limited to: (i) material breach of these Terms; (ii) non-payment of fees; (iii) suspected or actual violation of applicable U.S. or Canadian law or professional standards; (iv) to protect the security, integrity, or availability of the Platform; or (v) to comply with legal or regulatory requirements.

Upon termination or suspension, all license rights granted to you cease immediately, and you must cease all use of the Platform, Chrome browser extension, and Mobile Apps. Wavo AI Technologies Inc. may delete or restrict access to Customer Data, except as required by U.S. or Canadian law or the BAA. Within 30 days of termination, upon your written request, we will reasonably assist with exporting Customer Data in our possession in a mutually agreeable format, subject to your account being in good standing. Sections 5 (Data; Privacy; Security), 6 (Intellectual Property), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 12 (Governing Law), 13 (Dispute Resolution), and 14 (Miscellaneous) shall survive termination.

Wavo AI Technologies Inc. may modify the Platform or these Terms at any time. Material changes to the Terms will be communicated via email or the Platform at least 30 days before taking effect, unless immediate changes are required to comply with U.S. or Canadian law or protect the Platform. Your continued use of the Plat

You agree to first contact Wavo AI Technologies Inc. at [email protected] to attempt to resolve any dispute informally. Most issues can be resolved quickly through direct communication.

Any dispute not resolved informally within 30 days shall be resolved by confidential, binding arbitration under the ADR Institute of Canada’s Arbitration Rules. The arbitration shall be conducted in Toronto, Ontario, by a single arbitrator. The language of arbitration shall be English. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Each party shall bear its own costs for filing, administrative, and arbitrator fees, unless otherwise determined by the arbitrator.

You agree to resolve disputes solely on an individual basis. Class arbitrations, class actions, or representative actions are expressly prohibited, and you waive any right to participate in such proceedings.

You acknowledge that a breach or threatened breach of our intellectual property rights or confidential information may cause irreparable harm, entitling Wavo AI Technologies Inc. to seek injunctive relief from any court of competent jurisdiction without waiving other remedies. You irrevocably consent to the jurisdiction of Ontario courts for such actions.

You represent and warrant that your use of the Platform complies with all applicable U.S. and Canadian laws, regulations, and professional standards, including but not limited to HIPAA, PIPEDA, 42 CFR Part 2, other health privacy laws, export control, sanctions, and anti-corruption laws. You further represent that neither you nor your Customer Data are subject to any sanctions or export restrictions that would prohibit your use of the Platform. You are solely responsible for ensuring compliance with all applicable U.S. federal, state, and Canadian federal or provincial laws in your jurisdiction when using the Platform.

Neither party shall be liable for any delay or failure to perform obligations under these Terms due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, wars, terrorism, labor disputes, governmental actions, or internet or infrastructure failures.

These Terms, the Privacy Policy, the BAA (if applicable), and any order forms constitute the entire agreement between you and Wavo AI Technologies Inc. and supersede all prior or contemporaneous agreements, whether written or oral.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

You may not assign or transfer this Agreement or any rights hereunder without Wavo AI Technologies Inc.’s prior written consent. Wavo AI Technologies Inc. may assign this Agreement without restriction, including in connection with a merger, acquisition, or sale of assets.

Failure by Wavo AI Technologies Inc. to enforce any provision of these Terms shall not constitute a waiver of that provision or any other right.

Notices to Wavo AI Technologies Inc. must be sent in writing to [email protected]. Notices to you will be sent to the email address associated with your account. Notices are deemed received when delivered by (i) personal delivery, (ii) registered or certified mail, or (iii) email with confirmation of receipt.

Section headings are for convenience only and do not affect the interpretation of these Terms.

© 2025 Wavo AI Technologies Inc. All rights reserved.