Terms of Service & Software License Agreement

1. Acceptance & Scope of Agreement

This Terms of Service and End-User License Agreement (“Agreement”) constitutes a legally binding contract between you—whether individually as a licensed medical practitioner or on behalf of an incorporated medical practice, clinic, hospital, dental office, or healthcare institution (“Customer”, “Licensee”, or “You”)—and OmniMed Health Technologies Inc. (“OmniMed”, “We”, “Us”, or “Vendor”).

By registering an account on our website, downloading the OmniMed Desktop Workstation or OmniMed Clinic Server, activating a license key, or operating the software, you acknowledge that you have read, understood, and unconditionally agree to be bound by every term, warranty disclaimer, and limitation of liability contained in this Agreement. If you do not agree to these terms, do not install or use the software.

health_and_safety2. Critical Medical & Clinical Disclaimer

2.1 Not a Medical Device: OmniMed software (including Workstation, Server, and Mobile Companion applications) is designed solely as an administrative workflow platform for patient appointment scheduling, clinical charting record-keeping, office waiting queue management, inventory tracking, and billing organization. OmniMed has not been cleared, approved, or evaluated by the United States Food and Drug Administration (FDA), European Medicines Agency (EMA), or any other medical regulatory authority as an active diagnostic medical device or automated clinical decision support system.

2.2 No Clinical or Medical Advice: OmniMed does not practice medicine, diagnose medical conditions, recommend courses of therapy, predict clinical outcomes, or evaluate drug-to-drug interactions. Any templates, dosage fields, or diagnostic labels entered into or displayed by the software are for informational record-keeping only.

2.3 Sole Professional Responsibility: The licensed healthcare practitioner attending the patient retains 100% exclusive clinical, legal, and regulatory responsibility for the accuracy of all clinical evaluations, patient histories, treatment choices, drug prescriptions, surgical interventions, and emergency decisions. You agree that OmniMed shall have zero legal responsibility or liability for any clinical error, misdiagnosis, prescription mistake, adverse drug reaction, delay in medical care, patient injury, or patient death occurring in your practice.

2.4 No Emergency or Life Support Use: OmniMed is NOT fault-tolerant and is not designed, manufactured, or intended for use in high-risk, real-time life-support environments, emergency 911/112 dispatching, intensive care units, or surgical operating theatre telemetry where software failure could lead directly to death, personal injury, or catastrophic physical damage.

3. Local-First Architecture & Data Custody

3.1 Sovereign On-Premise Storage: Unlike conventional multi-tenant cloud SaaS systems, OmniMed operates on a local-first architecture. All patient health records, personal identifiable information (PII), clinical notes, prescriptions, laboratory reports, and scheduling data are stored exclusively on your clinic's physical workstations and local clinic server hub.

3.2 Zero Vendor Access to Patient Records: OmniMed does not possess, transmit, host, back up, or maintain custody of your clinical database. Our servers and licensing systems have zero technical capability or legal authority to access, read, or inspect your patients' medical records.

3.3 Mandatory Customer Backup Duty: Because OmniMed maintains no cloud repository of your records, Customer is solely responsible for establishing, verifying, and maintaining continuous encrypted backups of the local database (including daily offsite or air-gapped physical storage). OmniMed shall bear zero liability for any loss, corruption, deletion, or unrecoverability of clinical records resulting from hardware failure, operating system crash, power outage, fire, flood, theft, malware, ransomware, or administrative user error.

3.4 Clinic Network Security: Customer is exclusively responsible for securing the physical premises, local Wi-Fi router (WPA2/WPA3 enterprise), local firewall, workstation user accounts, operating system security patches, and internal clinic staff credentials.

4. Software License Grant & Editions

Subject to your compliance with this Agreement and payment of the applicable license fee, OmniMed grants you a non-exclusive, non-transferable, revocable license to install and run the executable binary object code version of OmniMed:

• Solo Practice License: Authorizes installation and execution on one (1) dedicated primary computer workstation with an integrated local database for a single practitioner or front-desk reception terminal.
• Clinic Network License: Authorizes installation of the OmniMed Clinic Server on one (1) central clinic host machine, and multiple OmniMed Desktop Workstation instances across consultation rooms and reception desks communicating over a single local area network (LAN) within the same physical clinic facility.
• Lifetime License Scope: A lifetime license purchase entitles Customer to perpetual use of the major version series purchased (e.g., v2.x) on compatible operating systems. It includes minor maintenance, bug fixes, and security patches within that major version series. Major architectural version upgrades (e.g., v3.x) may require an upgrade fee.

5. License Restrictions & Anti-Piracy

Customer agrees that it shall not, directly or indirectly:

• Decompile, disassemble, reverse engineer, decrypt, modify, or attempt to derive source code from any OmniMed binary or package;
• Sublicense, rent, lease, resell, distribute, outsource, or white-label OmniMed to any third party;
• Bypass, alter, disable, or tamper with software licensing mechanisms, activation tokens, cryptographic certificate routines, or hardware fingerprint verification;
• Host the Desktop Workstation or Clinic Server in a public cloud multi-tenant environment to provide commercial bureau services without express written consent;
• Remove or obscure any proprietary copyright notices, trademarks, or confidentiality legends placed upon the software.

6. Activations & Offline Roaming Grace

6.1 Hardware Fingerprint Verification: To prevent software piracy and enforce license seat limits, OmniMed generates an irreversible, anonymized cryptographic hash of physical hardware components (such as CPU and motherboard identifiers) during initial activation. No personal or patient data is included in this hash.

6.2 35-Day Offline Roaming Grace Period: OmniMed is built for total offline continuity. After an initial activation, the software operates fully offline without an internet connection for up to thirty-five (35) consecutive days. To refresh the local cryptographic certificate, the host machine must periodically connect briefly to our licensing server before the 35-day window expires.

6.3 License Revocation: We reserve the right to immediately revoke, deactivate, or suspend any license key without refund if the license is associated with fraudulent chargebacks, payment disputes, piracy, unauthorized redistribution, or material breach of this Agreement.

7. Billing, Pricing & Merchant of Record

7.1 Merchant of Record (Freemius): All order transactions, credit card processing, payment gateways, tax calculation (including EU VAT, UK VAT, and US state sales tax), invoicing, and merchant compliance are processed exclusively through Freemius Inc., acting as our official Merchant of Record. By purchasing a license, you agree to Freemius's checkout terms and privacy terms.

7.2 Refund Policy: In accordance with Freemius's standard software refund guidelines, license refund requests may be evaluated within fourteen (14) days of the initial purchase date if the software fails to function on your supported hardware and our technical support team is unable to resolve the issue. Upon issuance of a refund, the associated license key and cryptographic activation will be immediately and permanently revoked.

8. Disclaimer of Warranties (“AS IS”)

OmniMed expressly disclaims all warranties, including but not limited to the implied warranties of merchantability, fitness for a particular clinical purpose, title, quiet enjoyment, and non-infringement. We do not warrant that the software will be uninterrupted, error-free, immune to cyberattacks or malware, completely bug-free, or compatible with any specific third-party clinical hardware (printers, biometric scanners, or diagnostic sensors).

9. Strict Limitation of Liability

9.1 Exclusion of Medical Malpractice: Under no circumstances shall OmniMed be held liable for any claim arising out of medical malpractice, clinical negligence, adverse drug interactions, treatment delay, misdiagnosis, or patient injury occurring in connection with Customer's use of OmniMed.

9.2 Maximum Financial Cap: In all circumstances, OmniMed's total aggregate cumulative liability arising out of or related to this Agreement or the use of the software, regardless of the cause of action (whether in contract, tort, negligence, strict liability, or otherwise), shall be strictly capped and limited to the total amount actually paid by Customer for the software license during the twelve (12) months immediately preceding the event giving rise to the claim, or $250.00 USD, whichever amount is lesser.

10. Customer Indemnification

Customer agrees to defend, indemnify, and hold harmless OmniMed, its officers, directors, employees, contractors, and affiliates from and against any and all claims, liabilities, lawsuits, judgments, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or resulting from:

• Any medical care, diagnosis, prescription, surgery, or clinical consultation administered by Customer to its patients;
• Customer's breach of any provision of this Agreement or violation of applicable medical confidentiality laws (including HIPAA, GDPR, or state medical privacy acts);
• Loss, disclosure, or corruption of local clinical records or patient health data from Customer's physical clinic computers;
• Customer's unauthorized modification, distribution, or misuse of the software.

11. Term, Termination & Survival

This Agreement is effective upon your first installation, download, or account creation, and continues until terminated. Your license rights automatically terminate without notice if you fail to comply with any provision of this Agreement, fail to remit payment, or initiate an unauthorized payment chargeback.

Upon termination, you must cease all use of the software and permanently delete all copies of the software binaries from your computers. Sections 2 (Medical Disclaimer), 3 (Data Sovereignty), 5 (Restrictions), 8 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), and 12 (Governing Law) shall survive any termination of this Agreement.

12. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation of OmniMed Health Technologies Inc., excluding its conflicts of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

If any provision of this Agreement is held to be invalid, unenforceable, or illegal by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall remain in full force and effect.

13. Legal Inquiries & Contact

For all legal notices, compliance verifications, or questions regarding this Agreement, please contact our legal counsel department: