Provider Services Agreement

This Provider Services Agreement ("Agreement") is entered into between NoteSeek Inc. ("NoteSeek," "we," "us") and you, a licensed health professional registering as a Provider on the NoteSeek platform ("Platform"). By registering as a Provider and checking the Provider agreement box during onboarding, you agree to the terms of this Agreement.

This Agreement supplements and, where it conflicts with, prevails over the general Terms of Service for Provider-specific matters. It is read together with the Privacy Policy, the PHIPA Compliance Statement of Information Practices, and the Scope of Practice Confirmation you accept at registration. Together, these documents govern your use of the Platform as a Provider.

By registering as a Provider, you represent and warrant that:

• You hold a valid licence to practise in Ontario and are in good standing with your regulatory college (for example, the CPSO for physicians, CNO for nurse practitioners, or CCO for chiropractors).
• All registration information you provide — including licence number, college, specialty, and practice details — is accurate, current, and complete.
• You will promptly update your registration information if your licence status, scope of practice, or contact details change.
• You are not subject to any college order, undertaking, or condition that would prevent you from providing the services contemplated by this Agreement.
• You have the legal capacity and authority to enter into this Agreement.

With respect to personal health information in notes you issue through the Platform, you act as a Health Information Custodian under PHIPA. NoteSeek acts as your agent and electronic service provider, processing PHI only in accordance with your instructions, this Agreement, PHIPA, and our written information practices.

You agree to:

• Collect, use, and disclose PHI only for the purposes of reviewing note requests and issuing administrative medical notes through the Platform.
• Apply reasonable safeguards to protect PHI in your custody, including securing your account credentials and enabling multi-factor authentication where offered.
• Notify NoteSeek promptly if you suspect unauthorized access to PHI or a privacy breach involving the Platform.
• Cooperate with NoteSeek in responding to patient access requests, corrections, complaints, and regulatory inquiries relating to PHI you control.
• Not use PHI for marketing, research, or any purpose outside the scope of the Platform's services without separate lawful authority.

This Agreement constitutes the written agreement between you and NoteSeek addressing roles, responsibilities, permitted uses of PHI, security requirements, incident response, and audit rights, as required under PHIPA section 10(4) and IPC Ontario guidance for electronic service providers.

You exercise independent professional judgment at all times. NoteSeek does not direct, control, or override your clinical decisions. You may decline to issue a note for any reason permitted by your scope of practice and professional obligations, including insufficient information, suspected fraud, or cases outside your clinical competence.

NoteSeek is not responsible for your exercise of professional judgment. You remain solely accountable to your regulatory college and to patients for the notes you issue, sign, and deliver through the Platform.

You agree to use the Platform only as intended and in compliance with this Agreement, applicable law, and your college's standards of practice. Specifically, you agree to:

• Issue notes only within your licensed scope of practice and only for note types the Platform supports for your profession.
• Not use the Platform to issue notes outside your scope of practice, to diagnose conditions, to prescribe treatment, or to provide emergency or crisis care.
• Comply with NoteSeek's operational policies, including quality standards, response time expectations, clinical eligibility rules, and documentation requirements as communicated to you.
• Maintain the confidentiality of your account credentials and enable multi-factor authentication where offered.
• Not circumvent identity verification, anti-fraud measures, or Platform security controls.
• Not share your Provider account or delegate clinical review to another person without NoteSeek's prior written approval.

The Platform is not designed for medical emergencies or mental-health crises. If a note request indicates an emergency or crisis, you must decline the request and direct the patient to appropriate emergency services (for example, 911 or 988).

Fees for notes you issue, NoteSeek's take-rate, payout schedules, and payment methods are set out in the [To be confirmed] and [To be confirmed] provided to you at onboarding or as updated from time to time with reasonable notice.

You are responsible for all taxes, remittances, and regulatory filings arising from compensation you receive through the Platform. NoteSeek may withhold amounts where required by law.

You agree to maintain appropriate professional liability coverage for the services you provide through the Platform (for example, CMPA membership for physicians) and cyber liability coverage as reasonably required for your practice.

You will provide evidence of coverage upon request. Failure to maintain required coverage may result in suspension of your Provider account.

You will keep confidential all non-public information about the Platform, NoteSeek's systems, patients, and other Providers that you access in the course of using the Platform, except as required by law or with appropriate authorization.

You agree to:

• Follow NoteSeek's security policies and use only approved devices and networks where required.
• Report suspected security incidents, privacy breaches, or unauthorized access to NoteSeek within 24 hours of discovery.
• Cooperate with NoteSeek's incident response, including containment, investigation, and notification to affected individuals and regulators as required by PHIPA.
• Permit NoteSeek to audit your use of the Platform for compliance with this Agreement, subject to reasonable notice and confidentiality protections.

The Platform may use artificial intelligence to assist with triage, drafting, and routing of note requests. AI tools are supplementary to — not a substitute for — your independent clinical review. You agree that:

• AI does not independently approve, deny, or issue a medical note. Every note you issue must be reviewed and signed by you.
• You remain accountable for every clinical decision and every note you sign, regardless of any AI-generated draft or recommendation.
• You will apply deterministic safety filters and escalate high-acuity cases to human review before issuing a note.
• You will not rely on AI outputs without exercising your own professional judgment.

This Agreement begins when you complete Provider registration and continues until terminated by either party. NoteSeek may suspend or terminate your Provider access immediately if you breach this Agreement, provide false registration information, fall out of good standing with your college, fail to maintain required insurance, or engage in conduct that poses a risk to patients, NoteSeek, or the Platform.

Upon termination, your obligations regarding confidentiality, PHI handling, and professional accountability survive. NoteSeek may retain records as required by law and its retention policies.

12.1 Governing law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

12.2 Amendments

NoteSeek may update this Agreement with reasonable notice. Material changes will be communicated through the Platform or by email. Continued use of the Platform as a Provider after the effective date of an update constitutes acceptance of the revised Agreement.

12.3 Entire agreement

This Agreement, together with the Terms of Service, Privacy Policy, PHIPA Compliance Statement, and Scope of Practice Confirmation, forms the entire agreement between you and NoteSeek regarding your role as a Provider on the Platform.

12.4 Contact

Questions about this Agreement may be directed to NoteSeek at [To be confirmed] or through the contact information in the Privacy Policy.