Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") form a binding legal agreement between you and NoteSeek Inc. ("NoteSeek," "we," "us," or "our"), a corporation incorporated under the laws of [Province/Canada — confirm], with registered office at [insert address].

The Terms govern your access to and use of the noteseek.ca website, the NoteSeek platform, any related mobile applications, and all features and services we offer (together, the "Platform").

By using the Platform, you agree to these Terms.

If you do not agree, do not use the Platform. If you are using the Platform on behalf of an organization (for example, a clinic or employer), you confirm that you have authority to bind that organization and "you" refers to both you individually and that organization.

2. Who Can Use the Platform

2.1 Geographic eligibility

The Platform is designed for individuals physically located in Ontario, Canada at the time of requesting a note. Notes are issued by clinicians licensed in Ontario and are intended for use in Ontario. We do not guarantee that the Platform is appropriate or available outside Ontario.

2.2 Age

You must be at least 16 years of age to submit a note request for yourself. For individuals under 16, a parent or legal guardian must submit the request on the minor's behalf unless the minor is capable of providing consent to the collection of their personal health information under PHIPA.

2.3 Account eligibility for Providers and institutions

Healthcare providers who register on the Platform ("Providers") must be, and remain throughout their use of the Platform, licensed and in good standing with their Ontario regulatory college (CPSO for physicians, CNO for nurses and nurse practitioners, CCO for chiropractors, or other applicable college). Clinics, hospitals, employers, and other institutional users must be duly organized and authorized to register.

3. Nature of the Service

NoteSeek is not a medical consultation service

NoteSeek is an administrative documentation platform. We facilitate the issuance of administrative medical notes (such as sick notes, work notes, school notes, and return-to-work notes) by licensed Ontario clinicians. The Platform does not provide medical advice, diagnosis, treatment, prescriptions (other than limited administrative documentation), or emergency care. NoteSeek itself does not practice medicine and does not employ clinicians as its agents for the purpose of practicing medicine.

3.1 What the Platform does

Provides a structured digital intake where you describe your request

Uses automated triage to route eligible requests to a licensed clinician

Allows a clinician to review, approve, decline, or escalate your request

Generates a signed, tamper-resistant PDF note with a QR verification code when approved

Delivers the note to you electronically once issued

3.2 What the Platform does not do

Provide emergency services. If you are experiencing a medical emergency, call 911 or go to the nearest emergency department

Provide mental-health crisis support. If you are in crisis, contact 988 (Suicide Crisis Helpline) or your local emergency services

Diagnose conditions or prescribe treatment

Replace your family physician or ongoing clinical care

Guarantee issuance of a note — clinicians may decline requests in their sole professional judgment

3.3 Clinician independence

Clinicians on the Platform exercise independent professional judgment. NoteSeek does not direct or control clinical decisions. A clinician may decline to issue a note for any reason permitted by their scope of practice and professional obligations. NoteSeek is not responsible for a clinician's exercise of professional judgment.

4. Accounts and Registration

4.1 Information you provide

You agree to provide accurate, current, and complete information during any registration or intake process, and to keep it updated. You must not impersonate any other person, misrepresent your affiliation, or submit a note request on behalf of someone else without their knowledge and consent (except where a parent or guardian is acting for a minor).

4.2 Identity verification

We use SMS-based identity verification and may apply other anti-fraud measures, including device fingerprinting, anomaly detection, and rate limits. You authorize us to carry out these checks and you agree not to circumvent them.

4.3 Account security

If you have a Provider or institutional account, you are responsible for maintaining the confidentiality of your credentials, for all activity under your account, and for enabling multi-factor authentication where offered. Notify us immediately if you suspect unauthorized access.

5. Note Requests, Approval, and Declines

5.1 Submission

When you submit a request, you certify that the information you provide is truthful, complete, and not misleading. Submitting false information to obtain a medical note is fraud and may be reported to relevant authorities and employers or institutions affected by the fraudulent note.

5.2 Review

After submission, your request is reviewed by a licensed Ontario clinician. Turnaround times are estimates, not guarantees. If your request falls outside the scope of the Platform or triggers clinical red-flag criteria, it will be declined or escalated.

5.3 Approval and issuance

If approved, you will receive a signed digital note in PDF form. The note is valid for the period stated on it. Notes include a unique QR verification code that allows employers, schools, or other verifiers to confirm authenticity through the Platform without accessing your personal health information.

5.4 Declines

Requests may be declined for reasons including (without limitation):

Symptoms or scenarios that fall outside the Platform's administrative scope

Red-flag indicators that warrant in-person medical evaluation

Duplicate, excessive, or suspicious requests

Requests for notes that would be inconsistent with professional standards

Clinician's independent professional judgment

If your request is declined, you will not be charged. A decline is not a clinical diagnosis and does not constitute medical advice.

5.5 Edits and corrections

Requests to correct or edit an issued note (for example, a date correction) must be submitted within 48 hours of issuance and may be subject to an edit fee. Clinicians will not alter a note in a manner that would be inconsistent with professional standards.

5.6 No guarantee of acceptance by third parties

NoteSeek cannot guarantee that any employer, school, insurer, or other third party will accept a note issued through the Platform. Acceptance is at the discretion of the receiving party.

6. Fees, Billing, and Refunds

6.1 Current pricing

Prices are published on noteseek.ca and are in Canadian dollars. Applicable taxes are added where required.

Note Type

Price (CAD)

Scope

School / Student Note

$30

Class absence, missed test, undergraduate exam deferral

Sick / Work Note

$40

Workplace absence, return-to-work clearance

Provider-direct note

Varies by practitioner

Issued by your own practitioner via QR flow

Prices may change. We will publish updated prices on the Platform. Pricing shown at the time of submission applies to that request.

6.2 Payment-on-approval model

Payment details are captured at intake. You authorize us and our payment processor to charge your payment method only if your request is approved and the note is issued. If your request is declined, you will not be charged.

6.3 Taxes

You are responsible for any applicable taxes. Where required by law, taxes will be added and shown at checkout.

6.4 Refunds

Because payment is taken only after a note is issued, refunds are limited and are offered in NoteSeek's reasonable discretion. Refunds may be considered in cases such as (a) a technical error that caused duplicate billing, (b) a note that was not delivered due to a confirmed Platform failure, or (c) where required by law. Dissatisfaction with a clinical decision (including a decline) is not a basis for a refund, and note edits that are not a NoteSeek error are not refundable.

6.5 Chargebacks

Initiating a chargeback without first contacting us in good faith may result in account suspension and referral to collections. We reserve the right to dispute chargebacks we believe to be unjustified.

7. Acceptable Use

You agree not to use the Platform in any way that:

Violates any applicable law or regulation

Involves submitting false, misleading, fraudulent, or exaggerated information

Seeks a note to facilitate employment fraud, academic fraud, insurance fraud, or any other deception

Attempts to obtain controlled substances, narcotics, or restricted prescriptions

Harasses, abuses, threatens, or defames a clinician, staff member, or other user

Circumvents or attempts to circumvent identity verification, rate limits, or security controls

Introduces malware, conducts unauthorized scans, or probes the Platform for vulnerabilities without our written permission

Scrapes, reverse-engineers, or copies material parts of the Platform

Resells, sublicenses, or redistributes the service or any issued note

Alters, forges, or tampers with an issued note or its QR verification

Uses the Platform in a manner that overloads, disrupts, or damages our infrastructure

7.1 Consequences

Breach of this Section 7 may result in immediate suspension or termination of your access, invalidation of issued notes, reversal of charges, referral to employers or institutions that relied on a fraudulent note, and, where appropriate, referral to law enforcement or regulatory authorities.

8. Terms for Verifiers

If you are an employer, school, or other verifier using the QR verification feature, these additional terms apply:

You may use the verification feature only to confirm authenticity of a note presented to you

You must not attempt to correlate verification queries with individuals beyond the note at hand

You must not disclose, publish, or aggregate verification results to any third party

You acknowledge that verification confirms authenticity and validity window only — no personal health information is disclosed through the verification interface

9. Additional Terms for Providers and Clinics

If you register as a Provider or on behalf of a clinic or hospital, the following apply in addition to the rest of these Terms. A separate Provider Services Agreement may govern your relationship with NoteSeek and, where it conflicts with these Terms, the Provider Services Agreement prevails.

You represent that you hold a valid licence to practice in Ontario and are in good standing with your regulatory college

You will exercise independent professional judgment and comply with your college's standards, including CPSO policies for physicians

You will act as a Health Information Custodian under PHIPA with respect to notes you issue, and you appoint NoteSeek as your agent and electronic service provider within the scope of the Platform's services

You will maintain appropriate professional liability coverage (for example, CMPA for physicians) and cyber liability coverage as reasonably required

You will comply with NoteSeek's operational policies, including quality standards, response time expectations, and clinical eligibility rules

Fees, take-rate, and payout terms are set out in the Provider Services Agreement

You may not use the Platform to issue notes outside your scope of practice

10. Intellectual Property

10.1 Our rights

NoteSeek, the noteseek.ca domain, the NoteSeek name and logo, the Platform's look and feel, software, workflows, documentation, and related materials are owned by NoteSeek or our licensors and are protected by Canadian and international intellectual property laws. Nothing in these Terms transfers any ownership to you.

10.2 Limited licence to you

Subject to your compliance with these Terms, we grant you a personal, non-exclusive, non-transferable, revocable licence to access and use the Platform for its intended purpose.

10.3 Your notes

Notes issued to you remain your personal documents for your own administrative use. The clinician who signs the note retains copyright in the clinical content, and NoteSeek retains rights in the template, formatting, QR code, and verification technology. You may share your note with employers, schools, or other verifiers for its intended administrative purpose. You may not alter, forge, or commercialize notes.

10.4 Feedback

If you provide suggestions or feedback, you grant NoteSeek a perpetual, royalty-free right to use them without obligation to you.

11. Privacy

Your privacy is governed by the NoteSeek Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy explains what personal information and personal health information we collect, how we use and disclose it, how we protect it, and your rights under PHIPA, PIPEDA, and other applicable laws. By using the Platform, you acknowledge the Privacy Policy.

12. Electronic Communications and CASL

By using the Platform, you consent to receive communications from us electronically, including:

Transactional messages about your request, payment, and note delivery (not considered marketing)

Administrative notices such as updates to these Terms or the Privacy Policy

Service-related operational notices

We will only send you marketing communications (such as newsletters, new-feature announcements, or promotional offers) with your express opt-in consent, consistent with Canada's Anti-Spam Legislation. You can withdraw marketing consent at any time using the unsubscribe link or by contacting us.

13. Third-Party Services and Links

The Platform may integrate with or link to third-party services (for example, our payment processor and SMS provider). We are not responsible for the content, practices, or policies of third parties, and your use of their services is governed by their own terms and privacy policies.

14. Disclaimers

Read this section carefully — it limits our liability

Nothing in this section limits liability that cannot be limited under Canadian consumer protection law, including your statutory rights and any non-excludable warranties.

Except as expressly stated in these Terms and except for warranties that cannot be excluded under applicable law:

The Platform is provided "as is" and "as available" without warranties of any kind, whether express or implied

We do not warrant that the Platform will be uninterrupted, error-free, secure against all threats, or that defects will be corrected immediately

We do not warrant that any note issued will be accepted by any particular employer, school, insurer, or third party

The Platform is not a substitute for medical consultation, diagnosis, or treatment, and we make no warranty about clinical outcomes

AI-assisted drafting and triage may produce errors. Final clinical decisions are made by licensed clinicians, and we do not warrant the accuracy of AI outputs independent of clinician review

15. Limitation of Liability

To the maximum extent permitted by applicable law:

NoteSeek, its officers, directors, employees, and contractors will not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of income, loss of reputation, loss of data, or loss of business opportunity

Our total aggregate liability to you for all claims arising out of or relating to the Platform will not exceed the greater of (a) the amounts you paid to NoteSeek in the 12 months preceding the event giving rise to the claim, or (b) CAD $100

These limitations apply regardless of the theory of liability and even if we have been advised of the possibility of such damages

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages. If these laws apply to you, some or all of the above exclusions and limitations may not apply, and you may have additional rights.

16. Indemnification

You agree to defend, indemnify, and hold harmless NoteSeek and its officers, directors, employees, contractors, and clinicians from and against any claim, demand, loss, liability, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:

Your breach of these Terms

Your submission of false, misleading, or fraudulent information

Your violation of any law or the rights of a third party

Your alteration, forgery, or misuse of an issued note

17. Suspension and Termination

17.1 By you

You may stop using the Platform at any time. If you have an account, you may close it by contacting us. Closing an account does not delete notes that we are required to retain as medical records.

17.2 By us

We may suspend or terminate your access immediately, without liability, if we reasonably believe that you have violated these Terms, engaged in fraud, put others at risk, or for operational or legal reasons. We will give notice where reasonable and lawful.

17.3 Effect of termination

Sections that by their nature should survive termination will survive, including Sections on Intellectual Property, Privacy, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution.

18. Governing Law and Jurisdiction

These Terms and any dispute arising out of or relating to them or the Platform are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws principles.

The parties submit to the exclusive jurisdiction of the courts of Ontario for any dispute that is not subject to mandatory arbitration or small-claims rules, subject to your non-waivable statutory rights as a consumer.

19. Dispute Resolution

19.1 Informal resolution first

Before starting any formal proceeding, you agree to first contact our Privacy Officer or support team in writing and give us 30 days to resolve the issue in good faith.

19.2 Consumer rights preserved

Nothing in these Terms limits your rights under Ontario's Consumer Protection Act or other non-waivable consumer protection laws. If any arbitration or class-action waiver is unenforceable as to you, a court of competent jurisdiction will adjudicate your claim.

19.3 Regulatory complaints

Complaints about clinical conduct may be directed to the clinician's regulatory college (for example, CPSO for physicians). Complaints about privacy practices may be directed to the Information and Privacy Commissioner of Ontario. These routes are in addition to, and not limited by, these Terms.

20. General Provisions

20.1 Changes

We may update these Terms from time to time. We will post the updated version and update the "Last Updated" date. For material changes, we will provide reasonable advance notice through the Platform or by email. Your continued use of the Platform after the effective date of an update means you accept the updated Terms.

20.2 Entire agreement

These Terms, together with the Privacy Policy and any Provider Services Agreement or institutional agreement, form the entire agreement between you and NoteSeek regarding the Platform and supersede all prior agreements on the same subject matter.

20.3 Severability

If any provision is held unenforceable, the remainder will remain in effect and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

20.4 No waiver

Our failure to enforce a provision is not a waiver of our right to enforce it later.

20.5 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

20.6 Force majeure

We are not liable for delay or failure caused by events beyond our reasonable control, including natural disasters, acts of government, labour disputes, internet failures, and pandemics.

20.7 Language

These Terms are drafted in English. Where a translation is provided for convenience, the English version governs in case of any conflict, to the extent permitted by applicable law.

20.8 Notices

Notices to us should be sent to [legal@noteseek.ca — to be activated] and to our mailing address in Section 21. Notices to you may be sent through the Platform or to the email or phone number associated with your request or account.

21. Contact Information

Legal inquiries: [legal@noteseek.ca — to be activated]

General support: [support@noteseek.ca — to be activated]

Privacy inquiries: [privacy@noteseek.ca — to be activated]

Mailing address: NoteSeek Inc., [insert corporate address]

Appendix A: Open Items for Founder and Legal Review

Items marked in [brackets] throughout this document require confirmation before publication. A consolidated list:

Effective date and version number at launch

Province of incorporation and registered office address

Final pricing and any pricing exceptions

Decision on whether Quebec residents will be served at launch

Confirmation of email addresses (legal@, support@, privacy@) before activation

Decision on whether to include a binding arbitration clause (weigh against Ontario consumer protection rules)

Alignment of liability caps with insurance policy limits

Separate Provider Services Agreement executed before onboarding clinicians

Separate institutional agreement for clinics, hospitals, and enterprise verifiers

Review of refund policy against Ontario Consumer Protection Act

Review of indemnity and limitation-of-liability clauses for enforceability as to consumers

Review of CASL consent language tied to the waitlist form currently live on noteseek.ca