Terms of Use

What Astralcyte Notes does

Astralcyte Notes is a local documentation tool for clinicians. It can capture permitted audio, create transcripts, and generate editable clinical note drafts on your device.

Astralcyte Notes is not a medical device, emergency service, clinical decision support system, legal service, records custodian, or substitute for professional judgment.

You are responsible for reviewing, correcting, approving, and signing any transcript, draft, or note before relying on it or placing it in a clinical record. You remain solely responsible for your clinical decisions, documentation, recordkeeping, confidentiality obligations, and professional obligations.

Generated content may be incomplete, inaccurate, misleading, or unsuitable for a particular client or purpose. Do not treat generated content as a diagnosis, treatment recommendation, clinical finding, or final record without your own professional review.

Eligibility and permitted use

You may use Astralcyte Notes only if you can form a binding agreement and comply with these Terms and applicable law.

You may use the Service only for lawful documentation purposes. You must not use it to:

• record, collect, process, or disclose information without the permissions, consents, notices, or other legal authority required for your practice;
• use the Service in a way that violates privacy, health information, employment, consumer protection, copyright, or other applicable law;
• interfere with, disrupt, probe, or bypass the Service, its licensing controls, or security measures;
• reverse engineer, decompile, disassemble, modify, or create derivative works from the Service, except where applicable law prohibits us from restricting that activity;
• share, sell, sublicense, rent, lease, or transfer access to the Service except as these Terms permit;
• use the Service to develop, train, benchmark, or improve a competing product; or
• use the Service for illegal, harmful, deceptive, discriminatory, or abusive conduct.

Recording consent and client information

You are responsible for obtaining and documenting any consent, notice, authorization, or other legal basis required before recording a client, receiving telehealth audio, or processing personal or health information through Astralcyte Notes.

The Service may display recording consent prompts or related settings. Those prompts are workflow tools only. They do not determine whether recording is lawful, establish that consent was valid, or replace your professional and legal obligations.

You are responsible for determining:

• whether recording is permitted in the relevant jurisdiction;
• whether and how you must obtain consent;
• what information you must provide to clients;
• how long records must be retained; and
• when records must be disclosed, corrected, preserved, or destroyed.

We may provide guidelines on our website relevant to your jurisdiction, but they do not replace your professional and legal obligations.

Local data, backups, and access

Astralcyte Notes is designed to store its working vault and clinical content locally on your device. You control access to your device, vault passphrase, recovery key, operating system account, backups, exported files, and any content you copy from the application.

You are responsible for keeping your device, passphrase, recovery key, backups, and exports secure.

If you lose your vault passphrase and recovery key, we will be unable to recover access to your local data. Astralcyte cannot restore deleted, lost, corrupted, or inaccessible local records.

You are responsible for maintaining appropriate backups and for testing your ability to restore them. Exported files, copied notes, screenshots, operating system backups, cloud-sync folders, and third-party storage services may have different privacy and security properties than the encrypted Astralcyte Notes vault.

Our Privacy Policy explains how we handle website, purchase, support, licensing, and other service information.

Licence

Subject to these Terms and payment of applicable fees, Astralcyte grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use Astralcyte Notes during your valid licence or subscription term.

The licence is for the number of devices purchased through your subscription or perpetual licence. You must not activate or use more devices than your purchased entitlement permits.

Your subscription licence remains active while your subscription is paid and in good standing. A perpetual licence remains perpetually valid for the purchased device, subject to these Terms, but includes signed application updates only for the period stated at purchase.

We may provide updates, fixes, security changes, or new features. Some updates may be required to maintain compatibility, security, or continued access to paid features.

Plans, billing, renewal, and cancellation

Current prices and plan details are displayed at checkout.

At the time these Terms were published, Astralcyte Notes offers:

• a subscription priced at CAD $20 or USD $15 per device per month;
• annual billing priced at the equivalent of ten monthly payments per device; and
• a perpetual one device licence priced at CAD $350 or USD $250, including one year of signed application updates.

Prices, currencies, taxes, and plan availability may change for future purchases or future renewal periods. We will not change the price of an active prepaid billing period.

Subscriptions renew automatically at the end of each billing period unless you cancel before renewal through the customer billing portal or by contacting us at support@astralcyte.com. Cancellation takes effect at the end of the current paid period. You will retain access through that period unless your access is suspended or terminated under these Terms.

You authorize us and our payment processor, Stripe, to charge the selected payment method for recurring subscription fees, applicable taxes, and other amounts you authorize.

You are responsible for applicable sales, use, VAT, GST/HST, or similar taxes, except taxes based on Astralcyte's net income. Checkout may calculate and collect taxes where required or where available, but you remain responsible for taxes not collected at checkout.

Refunds

We offer a 14 day refund period for a first time subscription purchase, unless applicable law requires a longer period. To request a refund, contact support@astralcyte.com with the email address used at checkout and your order reference. Renewal charges, additional device purchases, taxes, and purchases made after a prior refund are not refundable except where required by law. A refund, chargeback, or payment reversal may end or suspend the related licence or subscription.

Because a perpetual licence can continue to work offline after activation, we do not offer voluntary refunds for an activated perpetual licence. You may request a refund for a perpetual licence within 14 days only before first activation. Activation makes the licence non-refundable except where required by law. In extenuating circumstances, contact support@astralcyte.com to explain your situation.

Nothing in this section limits any non-waivable consumer rights that apply to you.

Payment failures, chargebacks, and access

If a payment fails, we may retry the payment, notify you, limit paid features, or cancel the subscription after a reasonable grace period.

If you initiate a chargeback or payment dispute, we may suspend the associated licence while the dispute is investigated. A completed refund, chargeback, or payment reversal may revoke the related paid entitlement.

Even if paid features are unavailable, Astralcyte Notes is designed to preserve access to your existing local vault data for review, export, backup, and deletion, subject to the technical limits of your device and installed software.

Intellectual property

Astralcyte Notes, including its software, branding, documentation, website, designs, prompts, and content, is owned by Astralcyte Inc. and is protected by intellectual property law.

You retain ownership of the information and content you create, enter, or store in your local vault. You grant Astralcyte only the limited rights needed to provide the website, licensing, payment, support, and other services you request.

Feedback you provide may be used by Astralcyte without restriction or compensation, provided we do not intentionally publish your confidential information.

Third-party services and data boundaries

Our website, checkout, billing, email, and licensing services use third parties such as hosting providers, Stripe, and email providers. Their terms and privacy policies govern those services.

Astralcyte Notes handles sensitive information differently. In ordinary use, session audio, transcripts, notes, client records, prompts, and local vault data remain on your device and are not shared with third parties.

The application may connect for non-clinical functions such as licensing, signed updates, and local model downloads. Those requests are designed not to include clinical content or vault identifiers.

This changes only if you choose to export, copy, back up, screenshot, or otherwise share information outside the application.

We are not responsible for third-party services, including their availability, security, content, data practices, or changes to their terms.

Suspension and termination

We may suspend or terminate access to paid features if you materially breach these Terms, misuse the Service, fail to pay fees, create security risk, infringe another person's rights, or use the Service unlawfully.

You may stop using the Service at any time. Ending your use or cancelling a subscription does not automatically delete local data from your device. You are responsible for exporting or deleting local data as appropriate for your practice and legal obligations.

Sections that by their nature should survive termination will survive, including provisions on intellectual property, disclaimers, limitation of liability, indemnity, and dispute resolution.

Disclaimers

The Service is provided on an "as is" and "as available" basis.

Astralcyte Notes uses automated transcription and note generation models. Those models can make mistakes. They may omit, mishear, misattribute, mistranscribe, misstate, distort, or invent information. Generated transcripts and notes are drafts only, not clinical findings, diagnoses, treatment recommendations, or final records.

You are solely responsible for reviewing, correcting, approving, and using all transcripts, generated notes, and other output before relying on it or including it in a clinical record. Do not rely on the Service as a substitute for professional judgment.

To the fullest extent permitted by law, Astralcyte disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, availability, security, uninterrupted operation, and freedom from errors.

We do not warrant that the Service will meet your needs, produce accurate or complete transcripts or notes, prevent data loss, comply with the rules of every profession or jurisdiction, or remain available without interruption.

Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, these exclusions apply to the maximum extent permitted by law.

Limitation of liability

To the fullest extent permitted by law, Astralcyte and its directors, officers, employees, contractors, licensors, and suppliers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, data, records, business opportunity, professional reputation, or clinical, professional, legal, regulatory, or insurance consequences.

Astralcyte is not liable for any loss, harm, claim, decision, omission, treatment outcome, documentation error, recordkeeping issue, or professional consequence arising from:

• an inaccurate, incomplete, delayed, misattributed, distorted, or fabricated transcription, note, summary, or other generated output;
• your use of, reliance on, failure to review, or failure to correct that output;
• recording consent, privacy, confidentiality, retention, disclosure, or other obligations related to your practice; or
• your loss of access to local data, backups, exports, passphrases, recovery keys, or devices.

Astralcyte's total liability arising from or related to the Service or these Terms will not exceed the greater of:

• the fees you paid to Astralcyte for the Service in the 12 months before the event giving rise to the claim; or
• CAD $100.

Nothing in these Terms limits liability or consumer rights that cannot be limited or excluded under applicable law.

Indemnity

To the fullest extent permitted by law, you will indemnify and hold harmless Astralcyte and its directors, officers, employees, contractors, licensors, and suppliers from claims, losses, liabilities, damages, and expenses, including reasonable legal fees, arising from:

• your unlawful use of the Service;
• your recording, collection, processing, disclosure, retention, or deletion of information;
• your breach of these Terms; or
• your infringement of another person's rights.

Changes to the Service or Terms

We may change, suspend, or discontinue parts of the Service. Where a change materially reduces paid functionality during a prepaid subscription period, we will use reasonable efforts to provide notice and a reasonable remedy where required by law.

We may update these Terms from time to time. If a change is material, we will provide reasonable notice through the website, the Service, email, or another appropriate method. Updated Terms take effect on the date stated in the update. Your continued use after that date means you accept the updated Terms.

Governing law and disputes

These Terms are governed by the laws of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-law rules.

Any dispute arising from these Terms or the Service will be brought exclusively in the courts located in Toronto, Ontario, unless applicable law gives you the right to bring the dispute elsewhere.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief to protect its intellectual property rights, confidential information, or security.

General

These Terms and the Privacy Policy are the entire agreement between you and Astralcyte regarding the Service.

If any provision is unenforceable, the remaining provisions remain in effect.

You may not assign these Terms without our written consent. We may assign these Terms as part of a merger, acquisition, corporate reorganization, or sale of assets.

Our failure to enforce a provision is not a waiver of that provision.

Contact

Questions about these Terms can be sent to:

support@astralcyte.com

Data deletion requests can be sent to:

privacy@astralcyte.com