Terms Of Use

Last Updated: April 21, 2026

This Terms of Service (this “Agreement“) is entered into between 12258606 CANADA INC., dba MedReddie (“Provider“, “Us”) and the entity accessing the Services (“Customer“, “You”). By clicking “Accept,” creating an account, or purchasing credits, you agree to be bound by these terms.

1. The Service & AI Co-Pilot Role

• Purpose: MedReddie is an AI Agent designed to orchestrate and accelerate healthcare procurement. Unlike traditional software that requires constant manual input, MedReddie acts as a digital member of the sourcing team, proactively managing the complexity of the medical supply chain.
• Role: As a specialized AI Agent, the platform moves beyond simple data display to perform complex, multi-step tasks:
  • Market Intelligence: Identifies global market solutions and suppliers.
  • Due Diligence: Generates and refines potential RFP/RFI/RFQ/RFSQ requirements and potential evaluation criteria based on evolving clinical standards, in a fair and equitable manner.
  • Financial Modeling: Automatically populates Total Cost of Ownership (TCO) templates.
  • Strategic Alignment: Dynamically adjusts and refines evaluation criteria to match organizational goals.
• Customer Responsibility: While MedReddie operates with a high degree of autonomy to reduce administrative burden, the Customer remains the Final Authority and the Customer provides the professional judgment and final approval for all procurement actions.

• Authorized Users: Access is granted to an unlimited number of Customer’s validated employees and contractors.
• User Control: You retain sole control over and responsibility for all results obtained from the Services.
• Professional Judgment: All AI-generated outputs, including market solutions and RFx due diligence questions, are provided for support only.
• Final Decisions: Any conclusions, decisions, or procurement actions based on the use of the platform are your sole responsibility.
• Mandatory Criteria: These criteria are for informational and planning purposes only. It is the sole responsibility of the buying entity to edit, refine, add, delete, and/or finalize any applicable requirements to suit their specific clinical needs, infrastructure constraints, biomedical engineering requirements, and/or procurement policies. MedReddie does not recommend or endorse any specific “deal breaker” requirements; we are simply outlining potential topics and technical standards for discussion and consideration. The buying entity assumes full ownership of the final tender content.

2. Eligibility and Account Security

• Verification: You must be at least 18 years old and authorized by your organization to use these Services.
• Access Credentials: You are responsible for maintaining the confidentiality of your username, password, and any security tokens (“Access Credentials“).
• No Sharing: You may not share your Access Credentials with any other person, including coworkers.
• Notification: You must immediately notify your organization’s service manager and MedReddie if you suspect your account has been compromised.

3. Usage Credits & Allotment Models

• Credit System: Access to specific features is governed by usage credits (“Credits“).
• Credit Expiration: All Credits expire exactly one (1) year (365 days) from the date of purchase or issuance.
• FIFO Usage: The platform automatically consumes the oldest valid Credits first.
• Credit Allotment: Credits may be issued (a) monthly upon payment, (b) upfront in a single annual bucket, or (c) on-demand (Starter Plan).
• Consumption Liability & Advanced Credits: If Credits are issued upfront (“front-loaded”) but paid for on a monthly or periodic basis, such Credits are considered “Advanced Credits”. 
• Debt upon Termination. Upon termination of this Agreement for any reason, if the total value of Credits consumed exceeds the total Fees actually paid to the Provider as of the termination date, the difference shall be considered a debt immediately due and payable by the Customer to the Provider. This ensures the Provider is fully compensated for all Services utilized prior to termination.

4. Intellectual Property & Data

• Provider Ownership: Provider retains sole ownership of the Services, Provider Materials, and all IP Rights therein.
• Resultant Data: Provider owns all “Resultant Data,” which includes anonymized and aggregated data derived from usage of the Services used to improve its generalized AI systems and Services.
• Customer Data: Customer retains ownership of all information, content, and manual refinements provided to the Services by Customer or its Authorized Users (“Customer Data”).
• License to Provider: Customer grants Provider the right to process Customer Data solely to provide the Services, including maintaining company-specific preferences and refinements.
• Logo Usage: Customer grants Provider a non-exclusive, royalty-free license to use Customer’s name and logo on Provider’s website and marketing materials solely to identify Customer as a client of the Services.
• Data Deletion and Retention: Upon written request or termination of this Agreement, Provider shall permanently erase Customer Data from its active systems, subject to standard backup cycles. For clarity, Provider’s obligations under this Section does not
• apply to any Resultant Data.
• Data Backup Disclaimer: Although the Provider will maintain commercially reasonable efforts to create and store historical content, the Services do not replace the need for Customer to maintain independent, regular data backups. Notwithstanding any other provision in this Agreement, including data deletion obligations, Provider has no liability for any loss, damage, corruption or recovery of Customer Data. Customer acknowledges that the Provider’s failure to maintain or restore data does not constitute a breach of this Agreement.
• Platform Feedback: “Feedback” refers to suggestions or improvement requests regarding the platform’s general features. You grant MedReddie a worldwide, perpetual, and irrevocable license to use Feedback without compensation. 

5. Privacy and Confidentiality

• Confidentiality. Customer agrees to maintain strict confidentiality of all Confidential Information of Provider. “Confidential Information” means information in any form or

medium (whether oral, written, electronic, or other) that Provider considers confidential

or proprietary, including information consisting of, or relating to, the Provider’s

technology, trade secrets, know-how, business operations, plans, strategies,

customers, and pricing and information with respect to which the Provider has

contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing, all

Provider Materials are the Confidential Information of Provider and the financial terms

and existence of this Agreement are the Confidential Information of Provider. This

obligation survives the termination of this Agreement. 

• Protection of Confidential Information: As a condition to being provided with any disclosure of or access to Confidential Information, the Customer shall: not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Customer’s performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Customer’s obligations under this Section; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and ensure its Representatives’ compliance with, and be responsible and liable for, any of its Representatives’ non-compliance with, the terms of this Section.

• Data Protection: Provider’s collection, use, and disclosure of your personal information are governed by the MedReddie Privacy Policy, available at: https://medreddie.com/privacy-policy/. By using the Services, you consent to the practices described therein.

6. Fees & Payment

• Fees: Customer shall pay fees associated with their selected plan or credit purchase as described on: https://medreddie.com/pricing/ 
• Taxes: All fees are exclusive of HST and similar taxes.
• Late Payment: If payment is not received within ten (10) days of notice, Provider may suspend Services.

7. Use Restrictions

To ensure the security and integrity of the platform, Customer shall not—and shall not permit any other Person to—access or use the Services or Provider Materials except as expressly permitted by this Agreement. Specifically, Customer shall not:

• Unauthorized Replication: Copy, modify, or create derivative works or improvements of the Services or Provider Materials.
• Commercial Redistribution: Rent, lease, lend, sell, sublicense, assign, or otherwise make the Services available to any third party, including via the internet or any cloud-based service bureau.
• Technical Interference: Reverse engineer, disassemble, decompile, or otherwise

attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part.

• Security Breaches: Bypass or breach any security device or protection used by the Services or Provider Materials or access the platform or use the Services or Provider Materials through any means other than through the use an Authorized User’s own-then-valid credentials.
• Harmful Conduct: Input or transmit any unlawful or injurious materials, or any “Harmful Code” (e.g., viruses or malware) into the Provider Systems.
• System Integrity: Damage, disrupt, or otherwise impede the Provider’s ability to provide services to any third party.
• Notice Removal: Delete or obscure any trademarks, copyrights, patents, or other proprietary rights notices from the Services or Documentation.
• Legal Infringement: Use the Services in any manner that violates applicable Law or infringes upon the intellectual property or privacy rights of any third party.
• Competitive Use: Access or use the Services or Provider Materials for purposes of competitive analysis, or for the development, provision or use of a competing software product or service, or any other purpose that is to the Provider’s detriment or commercial disadvantage. 
• Non-Exclusivity: Both Parties acknowledge and agree that this Agreement is non-exclusive. Provider may provide similar services to third parties, and the Customer is free to obtain or utilize similar services from third-party providers.

8. Indemnification

• Customer Indemnity: You agree to defend, indemnify, and hold MedReddie harmless from any third-party claims, losses, or damages arising out of: (a) your Customer Data; (b) your use of the Services in violation of this Agreement; or (c) any negligent acts or omissions by you or your Authorized Users.
• Procedures & Conditions: Provider’s obligations under this Section 6 are strictly conditioned upon the Customer: (a) providing prompt written notice of the claim; (b) providing reasonable cooperation in the defense; and (c) granting Provider sole control over the defense, investigation, and settlement of the claim using counsel of Provider’s choice. The indemnified party may participate in the proceedings at its own expense

9. Term & Termination

• Termination for Convenience: Either Party may terminate this Agreement for any or no reason by providing at least thirty (30) days’ prior written notice to the other Party.
• Early Termination of Annual Commitment: If Customer is on a 12-month commitment and terminates before the term expires, all remaining unpaid fees for the balance of the term shall become immediately due and payable.
• Effect of Termination: Upon account deletion or termination, all unused Credits expire immediately without refund.
• Suspension: MedReddie may suspend or terminate your access immediately if we believe you have violated this Agreement or are involved in fraudulent or unlawful activities.
• Termination of Customer: Your right to use the platform automatically ends if your organization’s subscription expires or is terminated.

10. General Terms

• Governing Law: This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada.
• Dispute Resolution: The parties agree to attempt resolution through good faith negotiation, followed by mediation, and finally binding arbitration in Ontario.
• Export Control: Customer shall comply with all applicable export and import laws. Customer represents and warrants that it is not located in, and will not access the Services from, any jurisdiction subject to Canadian or international trade sanctions or embargoes.
• Force Majeure: Provider is not liable for failures or delays caused by acts beyond its reasonable control, including acts of God, pandemics, or national emergencies.
• Equitable Relief: Provider may seek an injunction or specific performance for breaches of Section 7 (Use Restrictions) or confidentiality obligations without the requirement to post a bond.
• Entire Agreement: This Agreement constitutes the entire agreement of the Parties and supersedes all prior understandings and agreements.