Terms of Service — Sarkis AI Inc.
Effective Date: [9th June, 2026] Website: sarkisaitech.com
1. Acceptance of Terms
By accessing or using the website located at sarkisaitech.com (the "Site") or engaging the services of Sarkis AI Inc. ("Company," "we," "us," or "our"), you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a corporation, partnership, medical practice, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" or "Client" refers to that entity.
If you do not agree to these Terms in their entirety, you must not access the Site or use our services.
These Terms constitute a legally binding agreement between you and Sarkis AI Inc., a corporation incorporated under the laws of Ontario, Canada. Your continued use of the Site or services following any update to these Terms constitutes acceptance of the revised Terms.
2. Description of Services
Sarkis AI Inc. is an artificial intelligence agency that designs, builds, and deploys AI-powered automation systems, AI agents, and AI-integrated workflows for healthcare clinics, medical spas, and related health and wellness businesses (collectively, "Services").
Services may include, but are not limited to:
Custom AI automation workflows for client intake, scheduling, and communications
AI-powered chatbots and virtual agents deployed on client platforms
AI-integrated customer relationship management (CRM) systems
Automated marketing and patient engagement systems
AI systems for operational efficiency within healthcare and wellness settings
Consulting, strategy, and advisory services related to AI implementation
Ongoing maintenance, monitoring, and optimization of deployed AI systems
All Services are provided on a project, retainer, or subscription basis as specified in a separate Statement of Work, Service Agreement, or Order Form entered into between the parties ("Service Agreement"). In the event of a conflict between these Terms and a Service Agreement, the Service Agreement shall govern with respect to the specific subject matter addressed therein.
IMPORTANT — NOT A MEDICAL DEVICE. The Company does not provide medical advice, diagnosis, treatment, or clinical decision support. No AI system, agent, or automation delivered by the Company constitutes a regulated medical device under the Food and Drugs Act (Canada) or the Federal Food, Drug, and Cosmetic Act (United States) unless expressly stated in writing. The Services are not intended to diagnose, treat, cure, prevent, or monitor any medical condition. Clients must not use these Services to make or support autonomous clinical decisions affecting patient care.
3. Eligibility and Account Registration
3.1 Eligibility. The Services are intended exclusively for businesses and professionals operating in the healthcare, medical spa, and health and wellness industries. By engaging our Services, you represent that you are at least 18 years of age; a legally registered business, licensed healthcare professional, or authorized representative of a healthcare organization; have the legal authority to enter into binding contracts; and are not located in a jurisdiction where use of these Services would be prohibited.
3.2 Account Information. If you create an account or provide information through the Site, you agree to provide accurate, current, and complete information. You must notify us immediately at [email protected] if you suspect unauthorized use of your account.
3.3 Business Clients Only. The Site and Services are directed solely at B2B clients. We do not contract directly with individual patients or consumers. Nothing in these Terms creates any rights in favour of your patients, customers, or end users.
4. Use of Services
4.1 Permitted Uses. You may use the Services solely for lawful business purposes in connection with operating your healthcare clinic, medical spa, or health and wellness business, including integrating AI systems, using AI automation tools for patient communication and scheduling, and sharing deliverables with authorized employees on a need-to-know basis.
4.2 Prohibited Uses. You agree not to: use the Services for any unlawful purpose; use AI systems to make autonomous clinical decisions displacing licensed practitioners; process PHI through Company systems without a BAA (HIPAA) or PHIPA Agent Agreement (PHIPA) in place; reverse engineer, resell, or redistribute the Services; generate false or misleading healthcare advertising; circumvent security features; upload malicious code; or contact individuals in violation of CASL.
4.3 Compliance Responsibility. You are solely responsible for ensuring that your use of the Services complies with all applicable laws, including healthcare regulations, professional licensing requirements, and privacy laws.
4.4 Professional Standards. The Company's services do not affect Client's obligations under applicable professional regulatory requirements. Client remains solely responsible for ensuring that AI-assisted communications and workflows comply with the standards of Client's applicable regulatory college or professional body.
5. Intellectual Property
5.1 Company IP. The Site and all Company intellectual property is protected by applicable law. No rights are granted except as expressly stated.
5.2 Deliverables. Ownership is governed by the applicable Service Agreement. Without an express assignment, the Company retains all IP and grants Client a limited, non-exclusive, non-transferable licence for internal business use.
5.3 AI-Generated Content. AI Outputs may not be eligible for copyright protection. Client is solely responsible for reviewing, validating, and ensuring AI Outputs do not infringe third-party rights.
5.4 Client Data. Client retains all rights to Client Data. Client grants Company a limited licence to process Client Data solely to perform the Services.
5.5 Feedback. Client grants Company a perpetual, royalty-free licence to use anonymized, de-identified feedback solely to improve Company products and services. This does not extend to feedback containing PHI, personal health information, or confidential business information.
6. Confidentiality and Data Handling
6.1 Confidential Information. Each party holds the other's Confidential Information in strict confidence and uses it solely to perform obligations under these Terms. Neither party discloses CI to any third party without prior written consent.
6.2 PIPEDA. The Company collects, uses, and discloses personal information in accordance with PIPEDA and our Privacy Policy at sarkisaitech.com/privacy-policy. The Company has designated a Privacy Officer reachable at [email protected].
6.3 PHIPA — Agent Agreement Required. Where the Company acts as an agent to a health information custodian under PHIPA, the parties must execute a written PHIPA Agent Agreement before any access to personal health information. No personal health information shall be transmitted to, processed by, or stored with the Company absent a fully executed PHIPA Agent Agreement. In the absence of a PHIPA Agent Agreement, Client must not provide the Company with any personal health information. Once a PHIPA Agent Agreement is in place, the Company will: comply with PHIPA and IPC orders; use/disclose PHI only as permitted by PHIPA or custodian instruction; implement appropriate safeguards; and notify the custodian within 72 hours of any PHI breach. The health information custodian (Client) is responsible for determining whether notification to the Information and Privacy Commissioner of Ontario (IPC) and affected individuals is required under PHIPA.
6.4 HIPAA — BAA Required. Where the Company provides Services to a HIPAA Covered Entity or Business Associate involving access to Protected Health Information (PHI), the parties must execute a Business Associate Agreement (BAA) before any PHI access. No PHI shall be transmitted to, processed by, or stored with the Company absent a fully executed BAA. In the absence of a BAA, Client must not provide the Company with any PHI.
6.5 Sub-Processors. The Company may engage third-party sub-processors to assist in delivering the Services. Where sub-processors process personal information or PHI, the Company ensures they are bound by obligations at least as protective as these Terms. For HIPAA-covered Services, sub-processors will execute BAAs with the Company. The Company will maintain a list of material sub-processors available to Clients upon written request, with advance notice of material changes.
6.6 Minimum Necessary. Where PHI or personal health information is involved, both parties access, use, and disclose only the minimum amount required to accomplish the intended purpose.
6.7 Data Security. The Company implements commercially reasonable administrative, technical, and physical safeguards to protect Client Data. No absolute security can be guaranteed.
6.8 Data Residency. The Company primarily processes Client Data using Canadian infrastructure. Where third-party platforms process data in other jurisdictions, the Company maintains appropriate contractual protections. Clients requiring Canadian-only data residency for PHI should contact [email protected].
6.9 Data Retention and Deletion. The Company retains Client Data only as long as necessary to perform the Services or as required by law. Upon termination, the Company will return or securely destroy Client Data consistent with applicable legal requirements.
7. Healthcare Data — Special Provisions
7.1 Nature of Healthcare AI Systems. AI systems and automation tools delivered by the Company are operational and administrative tools. They are not clinical decision support tools and are not intended to substitute for the professional judgment of a licensed healthcare provider.
7.2 Client PHI Compliance Responsibility. Client is responsible for: (a) determining whether any AI system will involve contact with PHI; (b) notifying the Company in advance; (c) ensuring a PHIPA Agent Agreement or BAA is in place before deployment; and (d) obtaining all necessary patient consents required by applicable law.
7.3 AI Output Warning. AI-generated outputs may contain errors, omissions, or content that is contextually inappropriate for a healthcare setting. Client is solely responsible for reviewing, validating, and approving all AI-generated content before it is communicated to patients or used in any clinical or patient-facing context. AI outputs must not be used as a substitute for professional clinical judgment.
7.4 Breach Notification. The Company will notify Client within 72 hours of becoming aware of a breach involving PHI or personal health information. For HIPAA-covered breaches, the Company will notify the Covered Entity no later than 60 calendar days after discovery, as required by 45 CFR § 164.410. Notification to regulators or affected individuals remains Client's responsibility as custodian or covered entity, unless otherwise agreed in writing.
7.5 No Clinical Liability. The Company expressly disclaims all liability for clinical outcomes, medical decisions, treatment choices, or patient harm arising from AI Outputs or AI-powered systems. All clinical decisions must remain under the supervision and professional judgment of a qualified, licensed healthcare provider.
8. Payment Terms and Refund Policy
8.1 Fees. Fees are set out in the applicable Service Agreement. All fees are quoted in CAD unless otherwise specified. For clients outside Canada, fees may be quoted in the currency specified in the applicable Service Agreement. If no currency is specified, fees default to CAD; exchange rate risk is borne by Client. The Company may modify fees with reasonable advance notice.
8.2 Payment. Invoices are due within 14 days of invoice date. Projects may require a 50% deposit before commencement.
8.3 Late Payment. Overdue amounts accrue interest at 1.5% per month (18% per annum), or the maximum rate permitted by law.
8.4 Taxes. All fees exclude applicable taxes including HST and GST, which are Client's responsibility.
8.5 Refunds. Custom project deposits are non-refundable once work commences. Completed phase fees are non-refundable. Pre-commencement cancellations may receive a partial refund less costs incurred. Subscription fees are non-refundable for the current billing period. Submit refund requests in writing to [email protected] within 30 days; the Company will respond within 10 business days.
9. Limitation of Liability
9.1 Cap. To the maximum extent permitted by applicable law, the Company's total aggregate liability shall not exceed the total fees paid in the 12 months immediately preceding the event giving rise to the claim.
9.2 Exclusion of Consequential Damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages including lost profits, lost revenue, lost data, loss of goodwill, or business interruption.
9.3 AI Output Limitation. The Company is not liable for losses arising from reliance on AI Outputs including AI-generated clinical content, automated patient communications, scheduling errors, or AI-based decisions. Client assumes full responsibility for reviewing and validating all AI Outputs before acting on them.
9.4 Healthcare Decisions. The Company disclaims all liability for clinical outcomes, patient harm, regulatory penalties, or professional discipline arising from healthcare AI system use.
9.5 Exceptions. The limitations above do not apply to: (a) fraud or wilful misconduct; (b) the Company's wilful or fraudulent disclosure of Confidential Information (negligent confidentiality breaches remain subject to the 9.1 cap, with a sub-cap of two times fees paid in the preceding 12 months); (c) indemnification obligations under Section 11; or (d) liability that cannot be excluded by applicable law, including statutory obligations under PIPEDA, PHIPA, or HIPAA.
10. Disclaimer of Warranties
10.1 Services, Site, and deliverables are provided on an "as is" and "as available" basis. The Company disclaims all implied warranties including merchantability, fitness for a particular purpose, title, and non-infringement.
10.2 AI Accuracy. AI Outputs are probabilistic in nature; may contain errors, omissions, biases, or inaccuracies; do not constitute professional advice of any kind; may be incomplete, outdated, or contextually inappropriate; and no AI system is certified by Health Canada, the FDA, or any regulatory authority as a medical device or clinical tool.
10.3 No Guarantee of Results. The Company does not warrant that Services will meet specific business objectives or achieve projected efficiency or revenue outcomes.
10.4 Third-Party Platforms. The Company makes no representations regarding the reliability or availability of third-party platforms including cloud providers, CRM systems, or AI model providers.
11. Indemnification
11.1 Client. Client defends, indemnifies, and holds harmless the Company from all claims, damages, costs, and legal fees arising from: violation of these Terms or applicable law; use/deployment of AI Outputs without professional oversight or in an unauthorized manner; breach of PHIPA, HIPAA, PIPEDA, CASL, or other applicable law; claims by patients, employees, or regulators from Client's business operations; misrepresentation; or intellectual property infringement.
11.2 Company. The Company defends, indemnifies, and holds harmless Client from third-party claims alleging that the Services as delivered infringe Canadian IP rights, provided Client: (a) provides prompt written notice; (b) grants Company sole control of the defence; and (c) provides reasonable cooperation.
11.3 Process. The indemnifying party controls the defence. The indemnified party may not settle without the indemnifying party's prior written consent.
12. Termination
12.1 By Client. Client may terminate with 30 calendar days written notice to [email protected]. Termination does not relieve Client of payment obligations for completed work.
12.2 By Company. The Company may terminate with written notice if: Client materially breaches and fails to cure within 30 calendar days of notice; Client fails to pay within 15 calendar days of written notice (with a good faith first-time payment failure resolution process); Client becomes insolvent; or continued Services would expose the Company to legal or regulatory risk.
12.3 Immediate. The Company may terminate immediately without notice for illegal, fraudulent, or harmful use, or material breach of data protection, confidentiality, or healthcare compliance provisions.
12.4 Effect. Upon termination: all licences cease; parties return or destroy Confidential Information per Section 6.9; outstanding fees become due; and Sections 5, 6, 7.5, 9, 10, 11, 13, and 14 survive.
13. Governing Law
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of Ontario sitting in Toronto. For US-based clients where HIPAA obligations are operative, nothing in this section limits either party's obligations under applicable US federal health privacy law.
14. Dispute Resolution
14.1 Negotiation. Parties attempt good faith resolution for 30 days from written notice of a Dispute.
14.2 Mediation. If unresolved, parties submit to non-binding mediation in Toronto, Ontario, costs shared equally.
14.3 Litigation. If mediation fails within 30 days, either party may proceed in Ontario courts.
14.4 Injunctive Relief. Either party may seek immediate injunctive relief for threatened breach of confidentiality or IP obligations.
14.5 Class Action Waiver. To the extent permitted by Ontario law, Client waives any right to participate in a class action or representative proceeding against the Company.
15. Changes to Terms
The Company may modify these Terms with no less than 14 days advance written notice of material changes by email or through the Site. Continued use after the effective date constitutes acceptance. Changes required by law or regulation may take effect immediately.
16. General Provisions
16.1 Entire Agreement. These Terms, together with the applicable Service Agreement, Privacy Policy, and any executed PHIPA Agent Agreement or HIPAA BAA, constitute the entire agreement between the parties.
16.2 Severability. Invalid provisions are modified to the minimum extent necessary; remainder continues in full force.
16.3 Waiver. No failure to exercise a right constitutes a waiver. Single waiver is not continuing.
16.4 Assignment. Client cannot assign without Company written consent. Company may assign to affiliates or in M&A transactions upon notice to Client.
16.5 Force Majeure. Neither party is liable for delay or failure (not payment obligations) caused by circumstances beyond reasonable control, including third-party AI model platform outages or deprecations, cloud infrastructure failures, acts of God, pandemic, war, or government actions. The affected party must notify the other within 5 business days, use reasonable efforts to mitigate, and resume promptly. If force majeure persists beyond 30 days, either party may terminate the affected Services upon written notice.
16.6 Independent Contractors. No partnership, joint venture, agency, franchise, or employment relationship is created.
16.7 Notices. All legal notices are in writing and sent to [email protected]. Notices are effective upon confirmed receipt.
16.8 Language. English. Les parties ont convenu que ces modalités soient rédigées en langue anglaise.
16.9 CASL. All commercial electronic messages sent by the Company comply with CASL. Express or implied consent is obtained as required, and all such messages include a functional unsubscribe mechanism.
17. Contact Information
Sarkis AI Inc. | Toronto, Ontario, Canada | sarkisaitech.com
IMPORTANT NOTICE: These Terms do not constitute legal advice. You are strongly advised to have them reviewed by a qualified Ontario lawyer experienced in healthcare law, PIPEDA, PHIPA, and technology contracts before publishing or relying on them in any client relationship.
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