PLATEFORME WELLVERVE INC. | TERMS OF USE
Canada & United States - Effective Date: April 23, 2026 | Version 6.0 | legal@wellverve.com
PART 1 — PLATFORM, USERS, CLINICAL FRAMEWORK & DATA GOVERNANCE
1. Agreement to Terms
These Terms of Use ("Terms") constitute a legally binding agreement between you and Plateforme WellVerve Inc. ("WellVerve," "we," "us," or "our"), a corporation incorporated under the laws of Canada.
By accessing or using WellVerve’s platform, software, APIs, datasets, analytics systems, or related services (collectively, the "Services"), you agree to be bound by these Terms and our Privacy Policy.
If you do not agree, you must not use the Services.
2. Description of Services
WellVerve provides a clinical decision support and real-world evidence (RWE) generation platform intended exclusively for use by licensed healthcare professionals and authorized institutional users.
The Services include:
Clinical data processing and structuring
AI-assisted clinical decision support outputs ("CI Engine")
Practitioner-supervised workflows
Aggregated analytics and population health insights
Generation of de-identified and/or anonymized real-world evidence datasets
The Services do NOT:
Provide medical advice directly to patients
Replace licensed clinical judgment
Perform autonomous diagnosis, triage, or treatment decisions
Manufacture, distribute, or fulfill physical products
3. Clinical Decision Support & Regulatory Positioning
The Services are intended to function as Clinical Decision Support tools under clinician supervision.
Users acknowledge that:
Outputs are assistive and non-binding
Clinical responsibility remains with licensed professionals
Outputs are not intended to function as a standalone medical device or Software as a Medical Device (SaMD) under applicable regulations, including those of the U.S. Food and Drug Administration (FDA), unless explicitly stated otherwise in writing
4. Eligibility & Account Responsibility
You represent and warrant that:
You are at least 18 years old
You have legal capacity to enter binding agreements
Your use complies with applicable laws
Healthcare providers further represent that:
They hold valid, active licensure
They act within their professional scope
You are responsible for:
Account security
All activity under your account
Notifying WellVerve of unauthorized access
5. Modification of Terms
We may modify these Terms.
For material changes:
Reasonable prior notice will be provided
Continued use constitutes acceptance
6. AI SYSTEM LIMITATIONS & DISCLAIMERS
6.1 No Medical Advice
WellVerve does not provide medical advice, diagnosis, or treatment.
6.2 AI-Assisted Outputs
The CI Engine generates probabilistic outputs for informational support only.
Users acknowledge:
Outputs may be inaccurate or incomplete
Outputs require independent clinical validation
Outputs are not deterministic or authoritative
6.3 No Warranties
Services are provided "AS IS" and "AS AVAILABLE."
We disclaim all warranties including accuracy, fitness for purpose, and availability.
6.4 No Outcome Guarantees
No guarantees are made regarding clinical outcomes, safety, or efficacy.
7. DATA GOVERNANCE & RWE FRAMEWORK
7.1 Data Roles
Depending on context and jurisdiction:
Healthcare providers act as Data Controllers or Covered Entities
WellVerve acts as Data Processor and/or Business Associate (where applicable under HIPAA)
Where Protected Health Information (PHI) is processed, a Business Associate Agreement (BAA) is required prior to processing.
7.2 Data Processing Rights
You grant WellVerve a limited license to process data for:
Service delivery
Clinical workflow support
System improvement
Creation of de-identified datasets and aggregated analytics
7.3 Data Structure Hierarchy
Data is structured as:
Input Data (owned by provider/patient/controller)
Processed Data (licensed to WellVerve)
Derived Data / RWE (owned by WellVerve, subject to applicable law)
7.4 Real-World Evidence (RWE) Dataset
WellVerve may generate proprietary RWE datasets through structured transformation including:
Normalization and harmonization
Clinical coding using standardized ontologies
Statistical aggregation
De-identification or anonymization using recognized industry standards
including:
HIPAA Safe Harbor or Expert Determination (U.S.)
Quebec Law 25 and applicable Canadian de-identification standards
The RWE Dataset:
Contains no direct identifiers
Is not reasonably capable of re-identification when properly used
Is separated from identifiable source records
7.5 Security Safeguards
WellVerve implements administrative, technical, and physical safeguards including:
Encryption in transit and at rest
Role-based access controls
Audit logging and monitoring
Least-privilege access controls
7.6 Data Retention
We may retain data for:
Legal compliance
Security and audit purposes
Creation of de-identified datasets
Identifiable data will be deleted or de-identified within commercially reasonable timelines, subject to legal obligations.
INSTITUTIONAL CLIENTS, VENDORS, LIABILITY, IP & ENFORCEMENT
8. INSTITUTIONAL CLIENTS & VENDORS
8.1 Contract Hierarchy
All commercial relationships are governed by executed agreements (MSA, DPA, BAA, SOW, or equivalent).
In the event of conflict, the following order of precedence applies:
Business Associate Agreement (BAA) (where applicable)
Data Processing Agreement (DPA)
Statement of Work (SOW)
Master Services Agreement (MSA)
These Terms of Use
8.2 Data Use Restrictions
Institutional clients and vendors may only use data for purposes explicitly authorized in executed agreements.
They shall not:
Attempt re-identification of any de-identified dataset
Use data to build competing models or products
Combine datasets in a manner that increases re-identification risk
8.3 Model & Algorithm Restrictions
Unless explicitly authorized in writing, clients and vendors shall not:
Use outputs to train machine learning or AI systems
Reverse engineer model behavior or logic
Extract or infer model parameters or weights
8.4 Audit Rights
WellVerve may audit compliance with contractual obligations upon reasonable notice.
Audits may include:
Access logs and usage records
Security control verification
Data handling compliance checks
Independent third-party certifications (e.g., SOC 2 Type II, ISO 27001) may be accepted in lieu of direct audit where applicable.
8.5 Security Obligations
Clients and vendors must maintain industry-standard safeguards including:
Encryption of data at rest and in transit
Role-based access controls
Monitoring and logging systems
Secure development and operational practices
8.6 Incident Notification
Clients and vendors must notify WellVerve without undue delay, and in any case within 72 hours, of any actual or suspected security incident involving WellVerve data.
8.7 Regulatory Cooperation
Clients and vendors agree to reasonably cooperate with regulatory inquiries, audits, or investigations related to Services or data usage.
8.8 Subcontractors
No subcontractor may access WellVerve data without prior written approval, and all subcontractors must be bound by equivalent obligations.
8.9 Data Return & Deletion
Upon termination:
All access to WellVerve data must cease
Data must be returned or securely deleted upon request
Legal retention obligations may apply
8.10 Confidentiality
All confidential information must be protected and used only for authorized purposes.
Confidentiality obligations survive termination.
9. INTELLECTUAL PROPERTY
All intellectual property rights in the Services, CI Engine, datasets, and derived outputs are owned exclusively by WellVerve.
No rights are granted except as expressly stated.
10. LIMITATION OF LIABILITY
To the maximum extent permitted by law:
WellVerve shall not be liable for indirect, incidental, consequential, or punitive damages
Aggregate liability is limited to the greater of:
USD $100, or
Fees paid in the 12 months preceding the claim
11. INDEMNIFICATION
Users agree to indemnify and hold harmless WellVerve from claims arising out of:
Misuse of Services
Breach of Terms or agreements
Violation of applicable law
Misuse of outputs or datasets
12. FORCE MAJEURE
We are not liable for delays or failures caused by events beyond reasonable control, including cyber incidents, regulatory actions, or infrastructure failures.
13. TERMINATION
WellVerve may suspend or terminate access for:
Security or regulatory risk
Breach of agreements
Operational necessity
Upon termination:
Access ceases immediately
Certain provisions survive, including IP, liability, and data obligations
14. ENFORCEMENT
WellVerve may seek injunctive relief and other equitable remedies for breaches involving:
Data misuse
Re-identification attempts
IP violations
Unauthorized model training
15. GOVERNING LAW
These Terms are governed by the laws of the Province of Quebec and applicable federal laws of Canada.
Disputes shall be resolved exclusively in the courts of Montreal, Quebec, unless otherwise required by law.
16. ENTIRE AGREEMENT
These Terms, Privacy Policy, and all executed agreements constitute the entire agreement between the parties.
17. CONTACT
PLATEFORME WELLVERVE INC. | TERMS OF USE
Canada & United States - Effective Date: April 23, 2026 | Version 6.0