These are the terms on which a clinic subscribes to Arcona. They are written to be read by the person who will actually sign them, without a lawyer present. Where a clause matters more than the others, it is marked.
Two things worth reading before anything else.
Section 4 says the clinician remains responsible for every clinical decision, and that Arcona proposes values rather than deciding them. Section 8 says health information is governed by a separate Information Management Agreement, which takes precedence over these terms wherever the two touch.
1.1 These Terms of Service form an agreement between Arcona Inc., a corporation incorporated in Alberta (“Arcona”, “we”, “us”), and the clinic that subscribes to the Service (“you”, “the Clinic”).
1.2 They apply from the date you first accept them, or first use the Service, whichever is earlier.
1.3 Your order form or subscription confirmation records your tier, your price and your billing period, and forms part of this agreement. Where it conflicts with these terms, the order form governs.
1.4 These terms are between businesses. They are not a consumer agreement, and no patient is a party to them. Patients have no access to Arcona.
Service — the Arcona software, hosted by us and reached through a browser, together with the support and updates described in section 13.
Clinic Data — everything you put into the Service or that the Service generates for you: patient identifiers, results, reference ranges, generated reports, your users, and your audit log.
Health Information — as defined in the Health Information Act (Alberta), or the equivalent statute in your province.
IMA — the Information Management Agreement between us, under which we act as your information manager.
Active Patient — defined in section 10.2, because it is the unit we bill on and it belongs in the contract rather than only on the pricing page.
Owner — the role in the Service that holds billing, user management, the audit log and support-access authority. Usually the clinic’s physician owner.
3.1 Arcona assembles a patient’s laboratory, screening, immunisation and body composition results into a longitudinal health report that you review, approve and give to the patient.
3.2 You upload laboratory reports you have already received. Arcona reads values from them using rule-based parsers, presents every value beside the source document for a person to confirm, stores what that person confirms, and renders the report.
3.3 Arcona is not an electronic medical record and does not replace one. It is not connected to any laboratory, any EMR or any provincial system. Your EMR remains your record of care and the authoritative source of patient identity.
3.4 Arcona is not represented as, and is not intended to be used as, a diagnostic device. It performs no diagnosis, no triage and no risk scoring, and it produces no clinical conclusion of its own.
4.1 Every clinical decision remains yours. Arcona proposes; a person at your clinic decides. This is how the product is built, not a disclaimer bolted on afterwards.
4.2 No value extracted from a document is written to a patient record until one of your users confirms it on the review screen, with the source document beside it. That control is the point of the review step, and it only works if your users use it rather than clicking through. You are responsible for confirming that what was read matches the source.
4.3 Follow-up dates and rationales are suggestions. They are never committed automatically, they are always subject to the reviewing clinician’s decision, and a clinician may edit any interval.
4.4 Reference ranges are yours. We ship a default set with sources recorded where a citable source exists, but you set, review and sign off the values your reports are produced against. We do not practise medicine and we do not warrant that any shipped default is clinically correct for your patients.
4.5 You are responsible for reviewing a generated report before you give it to a patient, and for the clinical content of what you hand over.
4.6 You remain responsible for your own professional and regulatory obligations, including those of your college. Nothing in the Service discharges them.
5.1 Every user is a named individual. We do not provide shared or generic accounts, and you must not create or share one.
5.2 Your Owner invites and revokes users, and assigns each a role. You are responsible for who has an account and for removing people who leave.
5.3 Sign-in is by email address with multi-factor authentication, or by your Google Workspace. Where you register a domain, accounts outside it are refused.
5.4 You are responsible for what your users do with their accounts. Tell us promptly if you believe an account has been compromised.
6.1 Ensure you have the authority, under the Health Information Act or its equivalent, to place health information in the Service and to appoint us as your information manager.
6.2 Complete and, where your province requires it, submit any privacy impact assessment before you begin using the Service with real patient information. In Alberta this must be submitted to the Information and Privacy Commissioner before implementation. We supply the vendor-side material for it; the assessment itself is yours.
6.3 Upload only documents relating to patients in your own care.
6.4 Keep the contact details in your clinic profile current, including the person we notify in an incident. A notification we cannot deliver protects nobody.
7.1 Do not attempt to access another clinic’s data, probe the isolation between clinics, or circumvent any access control. Report anything you find rather than exploring it — we will thank you.
7.2 Do not resell, sublicense or provide the Service to a third party, or use it to provide a service to clinics that are not yours.
7.3 Do not use the Service to develop a competing product, or scrape it in bulk.
7.4 Do not upload malicious files, or anything you do not have the right to place in the Service.
8.1 Health information is governed by the Information Management Agreement, not by these terms. Where the two touch, the IMA prevails.
8.2 The IMA is a separate document, signed alongside these terms, under which we act as your information manager. It covers confidentiality, safeguards, audit logging, our access to your data, retention, destruction, access and correction requests, and what we owe you if something goes wrong. It is available before you sign anything, along with a privacy package written for whoever reviews it on your behalf.
8.3 We use health information only to deliver the Service to you. We do not sell it, do not disclose it to anyone except the subprocessors named in the privacy package, and do not use it to train, fine-tune or evaluate any machine learning or artificial intelligence model. Nothing you put into Arcona is sent to any generative AI service.
8.4 We have no standing access to your clinical data. Where we need to see a document to diagnose a fault, your Owner grants us time-limited access from inside your own clinic, and every action we take under that grant appears in your audit log.
8.5 We host your data in Canadian regions and commit to sixty days’ notice before changing that. We do not claim Canadian hosting is legally required for a private clinic, because it is not. It is a commitment we make and write into the IMA.
9.1 Clinic Data is yours. We claim no ownership of it. You grant us only the licence needed to host, process and display it in order to provide the Service.
9.2 You can export your audit log yourself at any time. On written request from an Owner we will produce everything we hold for one patient or for your whole clinic, in a documented machine-readable format, within five business days — free for the first request in any twelve-month period, and free on termination.
9.3 We collect operational metadata across all clinics about which biomarkers clinics add, defer or alias, to decide what to add to the default set. It contains no patient identifier, no result value, no collection date and no health information. The privacy package states exactly what it contains.
10.1 Fees are per clinic, in Canadian dollars, charged monthly or annually as recorded on your order form. Tiers are set by the number of Active Patients: to 200, to 500, to 1,000, and by quote beyond that or for multiple sites.
10.2 An Active Patient is a patient with at least one laboratory result dated within the trailing eighteen months. It is computed from the data actually in your account, recalculated monthly, and not declared by you. Patients whose results all fall outside that window stop counting without you doing anything.
10.3 If your count crosses a tier boundary, we tell you before your invoice changes, never after, and you may reduce usage or change plan before the change takes effect.
10.4 Where you subscribed at an introductory rate, that rate and any grandfathering agreed with you are recorded on your order form at signup and we will honour what it says.
10.5 Prices exclude sales tax, which is calculated from your province and added to your invoice.
10.6 We may change list prices on sixty days’ notice, effective at your next renewal. A price change never applies part-way through a term you have already paid for. If you do not accept it you may terminate at the end of that term without penalty.
11.1 Payment is by card through our payment processor, in advance of each billing period.
11.2 If payment fails we will tell you and give you at least fourteen days to fix it before restricting anything.
11.3 If it remains unpaid after that, we may suspend the generation of new reports.
11.4 We will never, for non-payment, block you from reading your existing reports, from reaching your data, or from exporting it. Holding a custodian’s records against an invoice would be wrong, and it would be a regulatory problem for you that we had caused.
12.1 A monthly subscription continues until you cancel, and cancelling takes effect at the end of the period you have paid for. An annual subscription renews for a further year unless either of us gives notice at least thirty days before the renewal date.
12.2 You may terminate at any time, for any reason, on written notice.
12.3 We may terminate on sixty days’ written notice, or immediately if you materially breach these terms and do not fix it within thirty days of being told. Sixty days is deliberately long: you need time to arrange somewhere else for your records to live.
12.4 On termination we export everything we hold for you, deliver it, and then destroy your health information on the schedule set out in the IMA — including from backups as those backups expire — and confirm the destruction to you in writing. We do this whether or not you ask.
12.5 Fees paid for a period already begun are not refunded, except where we terminate under 12.3 without cause, in which case we refund the unused portion.
13.1 We aim to keep the Service available at all times and we monitor it independently of the environment it runs in. We do not currently offer a contractual uptime guarantee, and we would rather say so than publish one we have not measured.
13.2 Support is by email during business hours, from us. We do not use an outsourced support desk, and nobody outside Arcona Inc. sees your data.
13.3 We apply updates and security patches without needing anything from you. Where an update materially changes how health information is handled, we tell you in advance and reissue the privacy package.
13.4 We may change or remove features. We will not materially reduce the Service during a term you have paid for without telling you first and offering you the choice to terminate and take a refund of the unused portion.
14.1 We own the Service, its software, its report templates and its default reference and rules content. Your subscription is a licence to use it, not a transfer.
14.2 You own your Clinic Data, your own reference range values, your display labels and your branding.
14.3 A generated report is yours to use however your practice requires, including giving it to your patient and putting it in your EMR.
14.4 If you send us feedback we may use it to improve the Service, without obligation to you and without any claim over your data.
15.1 Each of us will keep the other’s confidential information confidential, use it only for this agreement, and protect it at least as carefully as our own.
15.2 This does not cover information that is public, was already known, is independently developed, or must be disclosed by law — and where the law compels disclosure, we will tell you first if we are permitted to.
15.3 Health information is not merely confidential information under this section. It is governed by the IMA, which is stricter.
16.1 We warrant that we will provide the Service with reasonable skill and care, in accordance with the IMA and applicable law.
16.2 We do not warrant that extraction from every laboratory document will be complete or correct. Laboratory formats vary and change without notice. This is precisely why no value reaches a patient record without a person confirming it, and why we surface lines the parser could not resolve rather than dropping them silently.
16.3 We do not warrant that the Service will be uninterrupted or error-free.
16.4 Except as stated in these terms and in the IMA, and to the extent the law allows, we give no other warranties, express or implied.
17.1 Neither of us is liable to the other for indirect or consequential loss, or for lost profits or lost business opportunity.
17.2 Our total liability for all claims in any twelve-month period is limited to the greater of the fees you paid us in the twelve months before the claim arose, and CA$10,000.
17.3 Section 17.2 does not apply to a claim arising from our breach of the IMA, our confidentiality obligations, or our obligations in respect of health information. For those claims our liability is limited instead to the limits of our cyber liability insurance then in force, which we will evidence to you on request. Capping a privacy failure at a small clinic’s subscription fees would make the cap the most important thing in this agreement, and it should not be.
17.4 Nothing here limits liability for fraud, gross negligence, wilful misconduct, or anything that cannot be limited by law.
17.5 Nothing here limits your obligation to pay fees properly due.
18.1 You will indemnify us against claims arising from your use of the Service in breach of these terms, from clinical decisions taken by your clinicians, or from your putting information into the Service without authority to do so.
18.2 We will indemnify you against claims that the Service infringes a third party’s intellectual property rights.
19.1 We maintain cyber liability insurance and will provide evidence of the policy and its limits on request, before you sign as well as during the term.
20.1 We may update these terms. For any material change we will give you at least thirty days’ notice by email to your Owner and post the new version here with its version number and effective date.
20.2 If you do not accept a material change you may terminate before it takes effect and receive a refund of the unused portion of your term.
20.3 We keep prior versions and will provide any of them on request, so you can see what you agreed to and when.
21.1 Governing law. These terms are governed by the laws of Alberta and the laws of Canada that apply there. The courts of Alberta have exclusive jurisdiction.
21.2 Notices. To us, at the address in section 22. To you, by email to your Owner and to any notice address on your order form.
21.3 Assignment. Neither of us may assign this agreement without the other’s consent, except that either may assign it as part of a sale of substantially all of its business, on written notice. If we do, your data and the IMA go with it on the same terms.
21.4 Entire agreement. These terms, your order form and the IMA are the whole agreement between us on this subject.
21.5 Severability. If any part is unenforceable, the rest continues.
21.6 No waiver. Not enforcing something once does not waive it.
21.7 Independent contractors. Neither of us is the other’s agent, partner or employee.
21.8 Force majeure. Neither of us is liable for a failure caused by something genuinely outside our control. This does not excuse our obligations under the IMA to notify you of an incident or to return your data.
21.9 Survival. Sections 8, 9, 14, 15, 16, 17, 18 and 21 survive termination.
Arcona Inc.
Calgary, Alberta, Canada
hello@arcona.ca
For anything about health information, privacy or an incident, write to privacy@arcona.ca and we will respond within one business day.