Terms of Service

Waiting Room (the “Service”) is a logistics and scheduling-status platform operated by A77 Inc. (“we”, “us”, or “A77”). The Service sends SMS appointment status updates, calculates traffic-aware leave-by alerts, and provides a dashboard for clinic staff to manage day-of timing.

We collect the minimum personal information required to deliver the Service: patient first name, primary contact phone number (encrypted), appointment time, and (optionally) time-bounded patient location during travel only. We operate as a PHIPA Agent under contract with each clinic.

You expressly acknowledge that the Service:

• is not a healthcare service or medical device;
• is not a substitute for the clinic's clinical care or direct patient communication;
• is not an emergency communication channel — patients with a medical emergency must call 911 (or local emergency services) and the clinic directly;
• is not an electronic health record, practice management system, billing system, or scheduling system of record;
• is not a clinical decision-support tool, diagnostic instrument, or source of medical advice.

Entering Protected Health Information, medical content, or any clinical data into the Service is a material breach of these Terms. You bear sole legal responsibility and liability for any such content you (or any of your users) enter.

The Service depends on third-party infrastructure outside our control, including SMS carriers, GPS satellite signals, mobile networks, traffic data providers, and the patient's own device. As a result:

• SMS delivery is not guaranteed — carriers may delay, fail, mark as spam, block, or rate-limit any individual message.
• Travel-time and leave-by calculations are estimates based on third-party traffic data; actual conditions may differ.
• Geofence auto-arrival depends on the patient's device GPS and may produce false negatives or false positives.
• Service availability is best-effort — outages and force-majeure events can interrupt the Service.

You agree to maintain your existing patient-communication processes (front-desk phone, in-person check-in, etc.) at all times so that any Service interruption does not affect patient care.

You, the clinic, agree to:

• Obtain valid CASL-compliant patient consent for SMS through your intake form (we provide the consent rider language)
• Not enter medical information into the Service — the fields are not designed for it and doing so violates these Terms
• Not use the Service to communicate any time-sensitive medical instruction or emergency information
• Maintain redundant communication channels with patients
• Restrict access to clinic personnel who require it; archive staff users who leave
• Use the Service in good faith and in compliance with all applicable laws (PHIPA, PIPEDA, CASL, AODA, and equivalent laws elsewhere)
• Cooperate with our compliance posture as a PHIPA Agent — including breach notification, audit, and termination obligations

Except as expressly set out in our published Information Practices, the Service is provided “as is” and “as available” without warranty or condition of any kind, whether express, implied, statutory, or otherwise.

To the maximum extent permitted by applicable law, we disclaim all implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, timeliness, and quiet enjoyment. We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components, that defects will be corrected, or that any SMS message will be delivered.

We make no warranty that the Service is suitable for, will be relied upon by, or will be effective in communicating any medical, clinical, or emergency information.

To the maximum extent permitted by applicable law, in no event shall A77 be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages.

This includes (without limitation) any loss of profits, revenue, business opportunity, goodwill, anticipated savings, data, or business interruption, and any damages arising from missed appointments, undelivered SMS, inaccurate travel estimates, geofence failures, or any third-party service outage. We shall not be liable for any medical harm, adverse clinical outcome, or personal injury arising from or claimed to arise from use of, or failure of, the Service.

Liability cap: Our total cumulative liability arising out of or related to these Terms shall not exceed the lesser of (a) the total fees you actually paid to us in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one Canadian dollar (CAD $1.00) if no fees have been paid, including during any free trial or Charter Partner period.

Sole and exclusive remedy: Your sole and exclusive remedies for any breach by A77 or any failure of the Service are (a) a service credit equal to the pro-rated portion of any fees paid for the affected period, and/or (b) termination. You expressly waive any right to monetary damages beyond the cap above and any right to specific performance or injunctive relief except where mandated by applicable law.

No personal liability: No shareholder, director, officer, employee, agent, contractor, or affiliate of A77 Inc. shall have any personal liability of any kind under or in connection with these Terms or the Service. Any judgment, settlement, or claim shall be enforceable solely against A77 Inc. as a corporate entity, subject to the limitations above.

Statutory carve-outs: The exclusions, limitations, and remedy restrictions above do not apply only to the extent applicable Canadian law expressly prohibits their exclusion (fraud, gross negligence, willful misconduct, personal injury or death caused by gross negligence where law mandates, and statutory regulator penalties). Ordinary negligence by A77 is fully subject to the limitations above.

Insurance not a waiver: The existence or proceeds of any insurance A77 carries shall not enlarge or waive any limitation in this section.

You shall indemnify, defend, and hold A77 and its affiliates, officers, directors, employees, agents, suppliers, and licensors harmless from any third-party claim, regulatory action, fine, or settlement arising from:

• Your failure to obtain or document valid patient consent;
• Your entry of Protected Health Information or other prohibited content into the Service;
• Any reliance on the Service for medical, clinical, or emergency communication;
• Your clinical care, scheduling, billing, or other professional services, including any claim of medical malpractice;
• Your breach of these Terms or applicable law;
• Any third-party claim brought against A77 by a patient, family member, or regulator where the underlying facts arise from your relationship with that person or from your clinical practice.

The Charter Partner Program provides 30 days of free use of the Service, direct founder support, and a locked-in 50% lifetime discount on conversion to a paid subscription. The discount applies as long as your subscription remains active without lapse exceeding thirty (30) days. Charter Partners are governed by the signed Charter Partner Agreement, which controls in case of conflict with these Terms.

Either party may terminate the relationship at any time during a trial with notice. On termination, you may, by written request within thirty (30) days, export your data; we delete your data within thirty (30) days thereafter, subject to legal retention requirements.

Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond reasonable control, including third-party service outages, internet or telecommunications failure, denial-of-service attacks, ransomware, government action, pandemic, or other force-majeure events.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario.

Mandatory binding arbitration. Any dispute, claim, or controversy arising out of or related to these Terms, the Service, or the relationship between the parties shall be finally and exclusively resolved by binding arbitration seated in Toronto, Ontario, conducted in English by a single arbitrator under the ADR Institute of Canada Arbitration Rules. The arbitration shall be confidential. Each party waives the right to commence a court action other than to enforce an arbitration award or to seek interim injunctive relief in aid of arbitration. Before commencing arbitration, the parties shall negotiate in good faith for at least thirty (30) days.

Class action waiver. Any dispute shall be resolved on an individual basis only. Each party expressly waives the right to participate in a class action, collective action, representative action, or private attorney general action against the other, and waives the right to act as a class representative or class member in any proceeding.

Jury trial waiver. To the maximum extent permitted by applicable law, each party irrevocably waives any right to trial by jury.

Time bar. Any claim arising under these Terms must be commenced within one (1) year of the date the claimant knew or should have known of the circumstances giving rise to it, or it is permanently barred.

We may update these Terms from time to time. Material changes will be communicated to the email address on your account at least thirty (30) days before taking effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

Questions about these Terms: support@a77inc.com. A77 Inc., 49 Thorncliffe Park Drive, Suite 2004, Toronto, Ontario, Canada.