Clinicaly Terms of Service

Effective September 24, 2026

These Terms of Service are the agreement between Clinicaly and the clinic that signs up to use it. We have written them plainly. If something is unclear, email [email protected] and we will explain it.

1. Who we are and who these terms are for

1.1 Clinicaly. Clinicaly is operated by Matt Topic, a sole proprietor carrying on business as Sable House, in Ontario, Canada. In these terms, "Clinicaly", "we", "us" and "our" mean that business. Our GST/HST registration number is 78643 1841 RT0001.

1.2 You. "Clinic", "you" and "your" mean the aesthetic clinic, medical spa or other business that creates a Clinicaly account, together with its owners, employees and anyone else it allows to use its account. Clinicaly is a business service for clinics in Canada and the United States. It is not offered to consumers.

1.3 Patients. Your patients and members ("Patients") are your customers, not ours. When a Patient joins your membership, buys a gift card or pays at your front desk, the relationship, the sale and the payment are between the Patient and you.

1.4 The Service. "Service" means the Clinicaly software and websites, including clinicaly.app, app.clinicaly.app, and the clinic subdomains of clinicaly.app that host each clinic's join page, together with any related features, emails and support we provide.

2. Accepting these terms

2.1 You accept these terms by checking the box at signup. By doing so, the person creating the account confirms that they are at least the age of majority where they live and that they have authority to bind the Clinic to these terms.

2.2 Our Privacy Policy explains how we handle personal information, including the Patient information we process on your behalf. It forms part of this agreement.

3. What Clinicaly does

3.1 Clinicaly is membership software for aesthetic clinics. With it, you can:

• create membership tiers with monthly treatment credit, member pricing, included units or services, points and rewards;
• publish a join page, under your clinic's name and logo, where Patients choose a tier and enroll;
• give members a member portal where they can see their balances and manage their membership;
• check members in and run front-desk checkouts that draw down treatment credit and charge the remainder to a saved card;
• sell and redeem gift cards;
• offer Apple Wallet and Google Wallet membership cards;
• send SMS messages to your members;
• view dashboards and reports on members, payments and outstanding credit; and
• import members, services and history from spreadsheets or other systems.

3.2 We keep improving the Service. We may add, change or retire features over time. If we remove a feature that is central to how you run your membership program, we will tell you by email at least 30 days in advance, unless we have to act sooner for legal, security or third-party reasons.

3.3 Some features depend on third parties: wallet cards on Apple and Google, SMS on our messaging provider and mobile carriers, and payments on Stripe. Apple Wallet and Google Wallet do not behave identically, and a feature may be unavailable where a provider has not enabled it.

4. Your account

4.1 You must give us accurate information when you sign up and keep it up to date, including a working email address for notices.

4.2 You decide which of your staff get access and at what level. You are responsible for everything done under your account, for keeping staff logins private, for removing access promptly when someone leaves, and for telling us right away at [email protected] if you think an account has been compromised.

4.3 You may not share one login between several people, sell or transfer your account, or create accounts by automated means.

5. Fees

5.1 One plan, one price. The Service costs US$150 per month per Clinic. Every feature is included. There are no per-member fees and no tiers of the product, and self-serve onboarding is always free. If you have a separate written fee agreement with us, the fees in that agreement apply instead of this section's price.

5.2 Free until your program has traction. You pay nothing until your Clinic has 10 active paying members. An "active paying member" is a Patient with an active membership subscription billed through Clinicaly. Billing starts automatically on the day your 10th active paying member enrolls, or, if no payment card is on file that day, on the day you add one. It then recurs monthly, in advance, on that same day of the month. Once billing has started, it continues each month regardless of your member count afterward.

5.3 Payment method. We ask for a payment card when you sign up, and you can add it later at any time before your 10th active paying member. It is stored by Stripe on Clinicaly's Stripe account, not by us, and we charge it for your monthly fee. You authorize us to charge that card, or any replacement card you add, for fees and applicable taxes as they fall due. Please keep your card details current.

5.4 Taxes. Our fees do not include taxes. Where Canadian sales taxes apply, we charge GST/HST and, for Clinics in Quebec, QST, at the applicable rates. You are responsible for any other taxes, duties or levies that apply to your purchase of the Service, other than taxes on our income.

5.5 Changing the fee. We may change the fee by giving you at least 30 days' notice by email. The new fee takes effect at the start of your next billing period after the notice period ends. If you do not want to continue at the new fee, you can cancel before it takes effect.

5.6 Failed payments. If a charge for our fee fails, Stripe will retry it. If the fee is still unpaid 14 days after the first failed attempt, we may, after notifying you in your Clinicaly dashboard, suspend new enrollments on your join page and your staff's access to non-essential features until the balance is paid. We will never interrupt your Patients' existing memberships, their balances or their access to their member portal because your Clinicaly fee is unpaid.

5.7 Disputes about a charge. If you think we charged you in error, email us within 60 days of the charge and we will look into it promptly. Please talk to us before disputing a charge with your card issuer.

5.8 Onboarding services. You can set up Clinicaly yourself at no charge. We may also offer hands-on onboarding, such as program design, menu and tier setup, data import and staff training, for a one-time fee that we will quote in writing before any work begins. You pay that fee only if you accept the quote. For introductory clinics, we currently waive the onboarding fee at our discretion. A waiver applies only to the clinic and the work we confirm in writing, and we may stop offering waivers to new clinics at any time.

5.9 Complimentary plans. We may, at our discretion and in writing, provide the Service to a clinic at no charge, for example as a pilot or partner clinic. We may end a complimentary plan by giving you at least 30 days' notice by email. After it ends, the standard fee and the rule in section 5.2 apply: if you already have 10 or more active paying members, billing starts on the day the complimentary plan ends; otherwise, it starts on the day your 10th active paying member enrolls. You can cancel before the complimentary plan ends if you do not wish to continue.

6. No revenue share, and how Patient payments work

6.1 0% revenue share. Clinicaly takes no percentage of your membership fees, treatment revenue, gift card sales or any other Patient payment. Our only charges to you are the fees described in section 5.

6.2 Your Stripe account, your money. Patient payments are processed through your own Stripe account, connected to Clinicaly using Stripe Connect. You are the merchant of record for every Patient payment. Money from Patients goes directly to your Stripe account and is paid out to your bank on your Stripe schedule. Clinicaly never holds, receives or controls Patient funds.

6.3 Stripe's fees and terms. Stripe charges you directly, under your own agreement with Stripe, for its services. Those fees include card processing fees, Stripe Billing's fee on subscription volume, and Stripe Tax fees if you enable Stripe Tax. These fees are not ours and are separate from our monthly fee. You are responsible for complying with Stripe's terms, and for your Stripe account, including refunds, disputes, chargebacks, payouts and any reserves Stripe applies.

6.4 Connecting your account. By connecting your Stripe account, you authorize Clinicaly to create and manage, on your behalf and at your direction, the customers, subscriptions, payments, refunds and related records the Service needs to run your membership program. We act only on instructions given through the Service by you or your staff, or as described in these terms.

7. Your responsibilities to your Patients

Clinicaly gives you the tools. You run the program. In particular:

7.1 Your membership terms. You decide your tiers, prices, credit, benefits, enrollment fees, minimum commitments, cancellation and refund policies, and what happens to unused credit. You are responsible for setting those terms clearly for Patients, honouring them, and complying with the consumer protection, automatic renewal, gift card, prepaid credit and advertising laws that apply to your business and your Patients. Our join page and member portal display the terms you configure. They do not make those terms legally sufficient for your jurisdiction.

7.2 Medical decisions. Clinicaly does not provide medical advice and does not decide who is suitable for any treatment. All clinical judgments, treatments, consents and professional obligations are yours and your practitioners'. Nothing in the Service, including treatment names, units or menu items, is a recommendation about care.

7.3 Sales tax on your sales. You are responsible for determining, collecting and remitting any sales tax on your sales to Patients. Any tax calculation features in the Service, including Stripe Tax if you enable it, rely on the settings and tax registrations you provide. We do not verify that your configuration is correct.

7.4 Messaging consent. Before you send SMS or other marketing messages to a Patient through the Service, you must have the consent the law requires, including under Canada's Anti-Spam Legislation (CASL) and, in the United States, the Telephone Consumer Protection Act (TCPA) and applicable state laws. You must identify your clinic in your messages, include a way to opt out, honour opt-outs promptly, and send only lawful messages at appropriate times. The Service records STOP replies and will not send further texts to a Patient who has opted out, but you remain responsible for your messaging program and for opt-outs received through other channels.

7.5 Patient information. You are responsible for having a lawful basis to collect and use Patient information, for giving Patients any notices your privacy obligations require, and for responding to Patients who ask to access, correct or delete their information. Section 10 explains our role.

7.6 Accuracy of your data. You are responsible for the accuracy of what you enter or import, including member balances, visit history, prices and Patient contact details. Please review imported data before relying on it.

7.7 Ending your program properly. If you stop using Clinicaly, you remain responsible to your members. That includes honouring credit and benefits they have paid for and, on your own Stripe account, cancelling or migrating their membership subscriptions so that no Patient is charged for a program you no longer run.

8. Acceptable use

8.1 You may use the Service only for running your clinic's legitimate membership, loyalty, gift card and front-desk operations, and only in compliance with applicable law.

8.2 You must not, and must not allow anyone else to:

• send spam, messages without required consent, or unlawful, misleading, harassing or offensive content;
• use the Service to sell prohibited or unlawful products or services, or to make health claims you cannot lawfully make;
• upload content that infringes anyone's intellectual property, privacy or other rights;
• enter clinical charts, treatment notes or other clinical records (see section 10.4);
• attempt to access another clinic's data, probe or bypass our security, or interfere with the Service or its infrastructure;
• copy, resell, sublicense or provide the Service to third parties, or use it to build a competing product;
• reverse engineer the Service, except to the extent the law expressly permits despite this restriction; or
• use automated tools to scrape the Service or place unreasonable load on it.

8.3 Suspension for abuse. We may suspend access to all or part of your account, without prior notice where necessary, if we reasonably believe you are breaching this section, your use poses a security risk, or suspension is needed to prevent harm to Patients, other clinics, us or third parties, or to comply with law. We will limit any suspension to what is reasonably necessary, tell you why as soon as we can, and restore access once the issue is resolved. Where we can, we will keep your Patients' existing memberships and member portal access working during any suspension.

9. Ownership and licences

9.1 Our software. We own the Service, including its software, design, documentation and the Clinicaly name and marks, and all intellectual property in them. These terms give you a limited, non-exclusive, non-transferable right to use the Service for your clinic while your account is active. We reserve all rights not expressly granted.

9.2 Your data and brand. You own your data, including your Patient information, membership configuration, content, logo and brand. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display that data and content only as needed to provide, secure and support the Service. This includes displaying your name, logo and chosen appearance on your join page, member portal, wallet cards, receipts and messages.

9.3 Usage statistics. We may create and use aggregated, de-identified statistics about how the Service is used, such as feature usage and performance, to operate and improve the Service. These statistics will not identify you, your staff or any Patient.

9.4 Feedback. If you send us ideas, suggestions or feedback, you allow us to use them freely without obligation to you. We appreciate them.

10. Patient data and privacy

10.1 Your role and ours. For Patient information, you are the controller, and where applicable the health information custodian or covered entity. Clinicaly acts as your service provider, agent and processor. We use Patient information only to provide, secure and support the Service for you, in accordance with your instructions given through the Service and these terms, and as required by law. We do not sell Patient information, use it to market to Patients on our own behalf, or share it with other clinics.

10.2 Confidentiality of our team. Anyone we allow to access Patient information is bound by confidentiality obligations and has access only where it is needed to provide or support the Service.

10.3 Assistance. If a Patient asks us about their information, we will direct them to you. We will reasonably assist you, taking into account the nature of the Service, in responding to Patient requests to access, correct or delete their information, and in meeting your obligations regarding security and breach notification.

10.4 No clinical records. Clinicaly is not designed to store clinical charts, treatment notes, photographs, medical histories or diagnoses, and you must not enter them. The Service does keep ordinary transaction records, such as the treatments purchased, units used and credit applied at a visit.

10.5 HIPAA. If you are in the United States, you are responsible for determining whether HIPAA applies to your use of the Service. Clinicaly does not sign Business Associate Agreements unless we have separately agreed to do so in writing. If you require a Business Associate Agreement and we have not signed one with you, you must not use the Service to process protected health information.

10.6 Where data is stored. Your data, including Patient information, is stored and processed in the United States. It is subject to the laws of the United States and may be accessible to courts, law enforcement and national security authorities there.

10.7 Sub-processors. We use the following service providers to run the Service: Supabase (database and authentication, hosted on AWS in the US East region), Railway (application hosting, US East), Cloudflare (DNS, network and email routing), Stripe (payments and billing), Twilio (SMS), Apple and Google (wallet passes), and a transactional email provider for sign-in and account emails. Each is bound by terms that protect the information it handles. We will give you at least 30 days' notice, by email or on our website, before adding a new sub-processor that will handle Patient information. If you object on reasonable data protection grounds, tell us and we will work with you in good faith. If we cannot resolve your concern, you may cancel and we will refund any fees prepaid for the period after the change takes effect.

10.8 Security. We use reasonable administrative, technical and physical safeguards appropriate to the sensitivity of the information, including encryption in transit, role-based access controls, row-level separation of each clinic's data, and signature verification of incoming webhooks from payment and messaging providers. No system is perfectly secure, and you are responsible for the security of your own devices, networks and staff logins.

10.9 Breach notification. If we become aware of unauthorized access to, or disclosure or loss of, your data or Patient information in our systems, we will notify you without undue delay, tell you what we know, take reasonable steps to contain it, and cooperate with you so you can meet any obligations you have to notify Patients or regulators.

11. Confidentiality

11.1 Each of us may receive non-public information from the other that is marked confidential or would reasonably be understood to be confidential, including your data, our non-public product plans and pricing, and security information ("Confidential Information").

11.2 The receiving party will use the other's Confidential Information only for the purposes of this agreement, protect it with at least reasonable care, and share it only with people and service providers who need it for those purposes and are bound by similar obligations.

11.3 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it without restriction, was independently developed, or was lawfully received from someone else without restriction. A party may disclose Confidential Information where the law requires it, after giving the other party notice where lawful and reasonably possible.

12. Availability and support

12.1 We use commercially reasonable efforts to keep the Service available and working well, and to schedule maintenance at quieter times. The Service may occasionally be unavailable because of maintenance, upgrades, provider outages or events outside our control. We do not offer a service level agreement or service credits.

12.2 Support is available by email at [email protected]. We aim to respond promptly, and we prioritize anything that is stopping your front desk from working.

13. Term, cancellation and your data afterward

13.1 Term. This agreement starts when you accept it and continues month to month until you or we end it.

13.2 Cancelling. You can cancel at any time from your account settings or by emailing [email protected]. Cancellation takes effect at the end of your current paid billing period, and you can keep using the Service until then. If billing has not yet started under section 5.2, cancel by emailing us and cancellation takes effect immediately. We do not refund partial months, except where the law requires it or these terms expressly say so.

13.3 Termination by us. We may end this agreement for convenience by giving you at least 60 days' notice by email, in which case we will refund any fees prepaid for the period after termination. We may end it sooner by email notice if you materially breach these terms and do not fix the breach within 14 days of our notice, or immediately if the breach cannot be fixed or involves fraud, serious abuse or a risk of harm to Patients.

13.4 Exporting your data. For 30 days after this agreement ends, you may export your data using the Service's export tools or by asking us at [email protected], and we will provide your member, balance and transaction data in a commonly used format.

13.5 Deletion. After that 30-day export period, we will delete your data, including Patient information, within 90 days. We may keep records we are required to keep by law, such as billing and tax records, for as long as the law requires. Copies in our backups are deleted as those backups roll off on their normal cycle, and remain protected under these terms until then.

13.6 Your obligations to members continue. Ending this agreement does not end your obligations to your members. Before your account closes, you must cancel or migrate your members' subscriptions on your own Stripe account and make arrangements to honour any credit, prepaid benefits and gift cards that remain outstanding, as section 7.7 describes. Your Stripe account and its records remain yours after you leave Clinicaly.

13.7 Unpaid amounts. Any fees owed for the period before termination remain payable.

14. Warranties and disclaimers

14.1 Each of us confirms that it has the right to enter into this agreement. We will provide the Service with reasonable skill and care. You confirm that you will use the Service in compliance with applicable law and these terms.

14.2 Except as expressly stated in these terms, the Service is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all other warranties and conditions, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Service will be uninterrupted or error-free. We do not guarantee any particular number of members, revenue or business result.

14.3 We are not responsible for the services of Stripe, Apple, Google, mobile carriers or other third parties that you or your Patients use with the Service, or for their availability, fees or decisions.

14.4 The Service does not provide legal, tax, accounting or medical advice. Defaults and templates in the Service are starting points for you to review.

15. Limitation of liability

15.1 Indirect losses. To the fullest extent permitted by law, neither of us is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, goodwill or data, however caused and even if advised of the possibility.

15.2 Cap. To the fullest extent permitted by law, each party's total liability arising out of or relating to this agreement is limited to the fees you paid to Clinicaly in the 12 months before the event giving rise to the claim.

15.3 Exceptions. The limits in this section do not apply to your obligation to pay fees owed under these terms, or to liability arising from either party's fraud or fraudulent misrepresentation, or to any liability that cannot be limited under applicable law.

16. Indemnities

16.1 By you. You will defend and indemnify us against any third-party claim, and the resulting losses, damages, fines, penalties and reasonable legal costs, arising out of: your relationships with your Patients, including your membership terms, pricing, refunds and gift cards; the treatments and medical services you provide; messages sent through your account, including any claim that you lacked the required consent or failed to honour an opt-out; your collection and remittance of taxes on your sales; or your data or content, or your use of the Service in breach of these terms or the law.

16.2 By us. We will defend you against any third-party claim alleging that the Service, as we provide it, infringes that party's copyright, trademark or patent, or misappropriates its trade secrets, and we will pay the damages and reasonable legal costs finally awarded or agreed in settlement. If such a claim is made or seems likely, we may modify the Service so it no longer infringes, obtain a licence for your continued use, or, if neither is reasonably possible, end the affected part of the Service and refund any fees prepaid for the period after termination. We have no obligation for claims arising from your data or content, from combining the Service with anything we did not provide, or from use in breach of these terms. This section states our entire obligation for intellectual property claims.

16.3 Process. The party seeking protection must notify the other promptly of the claim, give it sole control of the defence and settlement (a settlement may not impose obligations on the protected party without its consent, which it will not unreasonably withhold), and provide reasonable cooperation at the defending party's expense.

17. Changes to these terms

We may update these terms from time to time. If a change is material, we will give you at least 30 days' notice by email and post the updated terms on our website before it takes effect. Changes required by law, or that concern new features, may take effect sooner. If you do not agree with a change, you may cancel before it takes effect. By continuing to use the Service after the effective date, you accept the updated terms. The effective date at the top of this page shows when they were last updated.

18. Notices

18.1 We will send notices to the email address on your account. You are responsible for keeping it current and for checking it.

18.2 You can send notices to us, including legal notices, at [email protected].

18.3 A notice by email is effective when sent, unless the sender receives a message that it could not be delivered.

19. General terms

19.1 Governing law and courts. This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each of us agrees to the exclusive jurisdiction of the courts of Ontario for any dispute arising out of or relating to this agreement, although either of us may seek urgent injunctive relief in any court with jurisdiction.

19.2 Entire agreement. These terms, together with our Privacy Policy and any written agreement we sign with you that expressly refers to them, are the entire agreement between us about the Service. They replace any earlier understanding, proposal or representation. If a written agreement signed by both of us conflicts with these terms, it governs the matters it expressly covers.

19.3 Assignment. You may not assign or transfer this agreement without our written consent, except to a successor to your clinic's business that agrees in writing to be bound by it, after notice to us. We may assign this agreement, with notice to you, to an affiliate or to a successor entity, including a corporation we incorporate to carry on the Clinicaly business, or in connection with a merger, reorganization or sale of the business.

19.4 Force majeure. Neither of us is liable for a delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, such as natural disasters, pandemics, war, terrorism, labour disputes, government action, or failures of utilities, the internet or third-party providers. The affected party will take reasonable steps to limit the effect and resume performance.

19.5 Severability. If any part of these terms is found invalid or unenforceable, it will be enforced to the greatest extent permitted, and the rest of these terms will remain in effect.

19.6 No waiver. A failure or delay in enforcing any part of these terms is not a waiver of the right to enforce it later.

19.7 Relationship. We are independent contractors. Nothing in this agreement creates a partnership, joint venture, franchise, fiduciary or employment relationship. There are no third-party beneficiaries of this agreement.

19.8 Survival. Sections 5 (for fees owed), 6.3, 7, 9, 10, 11, 13.4 to 13.7, 14, 15, 16, 18 and 19, and any other provision that by its nature should continue, survive the end of this agreement.

19.9 Language. The parties have expressly required that this agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente convention et tous les documents qui s'y rattachent soient rédigés en anglais.

20. Contact

Questions about these terms are welcome at [email protected].