Terms of Service

1. Introduction and Acceptance

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User”, “you”, or “your”) and Wheva Inc. (“Company”, “we”, “us”, or “our”), a corporation incorporated under the laws of Canada, with respect to your access to and use of the Wheva platform, including any associated applications, websites, and services (collectively, the “Service”).

By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Service.

If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Definitions

“Patient Data” means any information relating to an identified or identifiable individual receiving care, including but not limited to session notes, treatment plans, progress metrics, behavioral observations, and any other health-related or personal information entered into the Service by Users.
“Professional User” means a licensed or qualified professional who uses the Service to deliver, manage, or coordinate care for neurodivergent individuals.
“Organization” means a clinic, practice, school, or other entity that subscribes to the Service and manages one or more Professional Users.
“Content” means any text, data, information, images, visual aids, social stories, session plans, or other materials created, uploaded, or stored by Users through the Service.
“Credits” means the digital units used within the Service to access certain features, as described in Section 7.

3. Eligibility

To use the Service, you must:

Be at least 18 years of age or the age of majority in your jurisdiction, whichever is greater
Be a qualified professional in the field of neurodivergent care (including but not limited to behavioral consultants, behavioral interventionists, speech-language pathologists, occupational therapists, teachers, or equivalent roles) or be authorized by such a professional to access the Service
Have the legal capacity to enter into these Terms
Not have been previously suspended or removed from the Service

The Service is intended for use by Professional Users located in Canada. While the Service may be technically accessible from other jurisdictions, we do not target or direct the Service to users outside Canada. If you access the Service from outside Canada, you do so on your own initiative and at your own risk, and you are responsible for compliance with the laws of your jurisdiction.

The Service is not intended for use by patients or their families directly, unless expressly authorized by a Professional User within the platform.

4. Account Registration and Security

4.1 Account Creation

To access the Service, you must create an account by providing accurate, current, and complete information, including your name, email address, professional qualifications, and organization details where applicable.

4.2 Account Security

You are responsible for:

Maintaining the confidentiality of your login credentials
All activities that occur under your account
Notifying us immediately at privacy@wheva.com of any unauthorized use or security breach
Ensuring that your account information remains accurate and up to date

Account credentials are personal and non-transferable. You must not share your account with any other person. Each individual using the Service must have their own account.

5. Description of Service

Wheva is a software-as-a-service (“SaaS”) platform designed for professionals who provide services to neurodivergent individuals (children and adults). The Service provides tools for:

Session Planning: Creating and scheduling therapy sessions, assigning professionals, and setting goals
Data Collection: Post-session data entry, notes, observations, and progress tracking
Team Collaboration: Multi-professional coordination on patient care with role-based access controls
Visual and Story Creation: Creating visual aids and social stories for patients using AI-assisted tools
Patient Management: Comprehensive patient profiles, treatment history, and team member access

The Service is a tool designed to support professional practice. It does not constitute medical, therapeutic, clinical, or professional advice of any kind.

6. Professional Responsibility

6.1 Clinical Judgment

The Service is intended to assist and support Professional Users in their work. It is not a substitute for professional education, training, clinical judgment, or the standard of care applicable to your profession. You are solely responsible for all clinical decisions and treatment recommendations made in the course of your professional practice.

6.2 AI-Generated Content

Certain features of the Service use artificial intelligence to assist in content creation and other tasks. AI-generated outputs, including but not limited to visual aids, social stories, and any other generated content, are provided as a starting point and must be reviewed, validated, and approved by a qualified professional before being used with patients.

AI outputs may contain inaccuracies, errors, or content that does not reflect current clinical best practices. You should not rely on any AI-generated output without independent professional verification. We make no representations or warranties regarding the accuracy, completeness, or clinical appropriateness of AI-generated content.

6.3 Regulatory Compliance

You are responsible for ensuring that your use of the Service complies with all applicable laws, regulations, professional standards, and codes of ethics governing your practice, including but not limited to privacy legislation, professional licensing requirements, and standards of care.

7. Subscriptions, Credits, and Payment

7.1 Subscription Plans

Access to the Service is provided through subscription plans, which may include free and paid tiers. Details of current plans, features, and pricing are available on our website or within the Service.

7.2 Credits

Certain features of the Service (such as AI-assisted content creation) may require Credits. Credits are:

Non-transferable between accounts or organizations
Non-refundable once purchased, except as required by applicable law
Subject to expiration as described in the plan terms
Consumed at the time of feature use

7.3 Billing, Auto-Renewal, and Payment

If you subscribe to a paid plan:

You agree to pay all fees associated with your selected plan
Fees are billed in advance on a recurring basis according to the billing frequency of your plan (for example, monthly or annually)
Your subscription will automatically renew at the end of each billing cycle at the then-current rate, unless you cancel before the renewal date
To avoid being charged for the next billing cycle, you must cancel your subscription at least 24 hours before the end of the current billing period
Upon cancellation, your access to paid features will continue through the end of the current billing period for which you have already paid
All amounts are stated in Canadian dollars (CAD) unless otherwise specified
You are responsible for providing valid and current payment information
We reserve the right to change pricing by providing 30 days’ prior notice before the start of your next billing cycle. Price changes will not apply to the current billing period

7.4 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying any taxes associated with your use of the Service, including sales tax, GST, HST, or VAT, as applicable.

7.5 Free Trials

We may offer free trial periods at our discretion. At the end of a trial, your account may be downgraded or converted to a paid subscription as described at the time of sign-up. We reserve the right to limit free trial eligibility to one trial per person or organization.

7.6 Refunds

Refunds are handled on a case-by-case basis. If you believe you are entitled to a refund, please contact us at support@wheva.com. Refunds are generally not available for partially used subscription periods, except as provided in Section 16.2 or as required by applicable law.

8. Patient Data and Privacy

8.1 Data Controllership

As between you and Wheva Inc., you (or your Organization) are the data controller with respect to any Patient Data entered into the Service. You are responsible for:

Ensuring that you have obtained any necessary consents or authorizations to enter Patient Data into the Service
Complying with all applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act (“PIPEDA”), and any applicable provincial privacy legislation
Determining the lawful basis for processing Patient Data

8.2 Our Role as Data Processor

Wheva Inc. acts as a data processor with respect to Patient Data. We process Patient Data solely for the purpose of providing the Service to you and in accordance with these Terms and our Privacy Policy.

8.3 Data Protection

We implement appropriate technical and organizational measures to protect Patient Data, as described in our Privacy Policy. However, no system is completely secure, and we cannot guarantee the absolute security of your data.

8.4 Data Portability

You may request an export of your data at any time by contacting support@wheva.com. We will provide your data in a commonly used, machine-readable format within a reasonable timeframe.

9. Acceptable Use

9.1 Prohibited Conduct

You agree not to:

Use the Service for any purpose that is unlawful or prohibited by these Terms
Upload, transmit, or store any malicious code, viruses, or harmful software
Attempt to gain unauthorized access to any part of the Service or its infrastructure
Interfere with or disrupt the integrity or performance of the Service
Use the Service to store or process data unrelated to its intended purpose
Misrepresent your identity, professional qualifications, or affiliation
Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service without express written permission
Use automated means (bots, scrapers, etc.) to access or collect data from the Service
Reverse engineer, decompile, or disassemble any part of the Service
Harass, abuse, or harm another person through the Service
Use the Service in any manner that could damage, disable, overburden, or impair it
Use the Service, or any data, Content, or outputs obtained from the Service, to develop, train, or improve any product, service, or artificial intelligence model that competes with the Service
Resell, sublicense, or make the Service available to third parties except as expressly permitted by us

9.2 Enforcement

We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this Section, including without limitation removing or disabling access to Content, suspending or terminating accounts, and reporting to law enforcement authorities.

10. Intellectual Property

10.1 Our Intellectual Property

The Service, including its original content, features, functionality, design, graphics, code, and documentation, is and remains the exclusive property of Wheva Inc. and its licensors. The Service is protected by copyright, trademark, trade secret, and other intellectual property laws of Canada and international jurisdictions.

The Wheva name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Wheva Inc. You must not use such marks without our prior written permission.

10.2 Your Content

You retain all ownership rights in Content you create, upload, or store through the Service. By using the Service, you grant Wheva Inc. a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, and display your Content solely for the purpose of providing and improving the Service. This license terminates when you delete your Content or your account.

10.3 Feedback

If you provide us with suggestions, ideas, or feedback about the Service (“Feedback”), you grant us an unrestricted, irrevocable, perpetual, non-exclusive, royalty-free license to use and incorporate such Feedback for any purpose without compensation or attribution to you.

11. Third-Party Services

The Service may integrate with or rely on third-party services, including but not limited to cloud hosting providers, payment processors, and AI model providers. Your use of such third-party services may be subject to their own terms and conditions. We are not responsible for the availability, accuracy, or practices of any third-party services.

12. Service Availability and Modifications

12.1 Availability

We strive to maintain high availability of the Service, but do not guarantee that the Service will be uninterrupted, error-free, or available at all times. The Service may be subject to scheduled maintenance, updates, or downtime.

12.2 Modifications

We reserve the right to modify, update, or discontinue any feature or functionality of the Service at any time. For material changes that negatively affect your use of the Service, we will provide at least 30 days’ prior notice.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS
WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE

WE DO NOT WARRANT THAT AI-GENERATED CONTENT IS CLINICALLY APPROPRIATE, ACCURATE, OR SUITABLE FOR ANY PARTICULAR PATIENT OR SITUATION.

14. Limitation of Liability

14.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WHEVA INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY
COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE THE SERVICE

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

Notwithstanding the foregoing, nothing in these Terms excludes or limits our liability for: (a) gross negligence, willful misconduct, or fraud; (b) death or personal injury caused by our negligence; or (c) any other liability that cannot be excluded or limited under applicable law.

14.3 Essential Basis

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US.

15. Indemnification

15.1 Indemnification by You

You agree to indemnify, defend, and hold harmless Wheva Inc., its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

Your use of the Service
Your violation of these Terms
Your violation of any applicable law or regulation
Your violation of any third-party rights, including privacy rights
Any Patient Data you enter into or process through the Service
Any content you create, upload, or share through the Service

15.2 Intellectual Property Warranty

Wheva Inc. represents and warrants that, to the best of its knowledge, the Service as provided does not knowingly infringe any third-party intellectual property rights. In the event that a third-party claim is brought against you alleging that your authorized use of the Service (excluding your Content and Patient Data) infringes a third party’s intellectual property rights, we will, at our option and expense: (a) modify the Service to make it non-infringing; (b) obtain a license for your continued use; or (c) if neither (a) nor (b) is commercially reasonable, terminate your access and refund any prepaid fees for the unused portion of the subscription period. This obligation does not apply to claims arising from your Content, Patient Data, modifications you make to the Service, or your use of the Service in combination with other products or services not provided by us.

16. Termination

16.1 Termination by You

You may terminate your account at any time by contacting us at support@wheva.com or through the account settings within the Service. Termination does not entitle you to a refund of any prepaid fees, except as required by applicable law.

16.2 Termination by Us

We may suspend or terminate your account and access to the Service if:

You have violated these Terms or our Acceptable Use provisions
Your use of the Service creates a material risk or liability for us or other Users
Your account has been inactive for more than 12 months (for free accounts)
We are required to do so by law or regulatory requirement
We cease to offer the Service (in which case we will provide at least 30 days’ prior notice)

For termination due to a violation of these Terms, we will provide notice describing the nature of the violation and, where the violation is curable, a reasonable opportunity to cure (not less than 15 days) before termination takes effect. We may suspend access immediately, without prior notice, where we believe immediate action is necessary to protect the Service, other Users, or to comply with law.

If we terminate your subscription for any reason other than your breach of these Terms, we will refund you, on a pro rata basis, the fees you paid for the remaining portion of your subscription period after termination.

16.3 Effect of Termination

Upon termination:

Your right to access and use the Service ceases immediately
We will retain your data for a period of 30 days, during which you may request an export of your Content and Patient Data
After the 30-day retention period, we will delete your data in accordance with our Privacy Policy (including the backup retention window described in the Privacy Policy), except where retention is required by law
Provisions of these Terms that by their nature should survive termination shall survive, including Sections 10, 13, 14, 15, 17, and 18

17. Governing Law and Dispute Resolution

17.1 Governing Law and Jurisdiction

This Agreement is governed by the laws of the Province of British Columbia and the parties will attorn to the exclusive jurisdiction of any competent court in British Columbia with respect to any dispute which involves or may involve matters related to this Agreement.

Notwithstanding the foregoing, if you are a consumer, you may also have the benefit of mandatory consumer protection laws in your country or province of residence, and nothing in these Terms waives any right that cannot be waived under those laws.

17.2 Dispute Resolution

In the event of a dispute arising out of or relating to these Terms or the Service, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute is not resolved within 30 days of written notice, either party may pursue resolution through the courts of competent jurisdiction in British Columbia, Canada.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Wheva Inc. regarding the Service and supersede all prior agreements, understandings, and communications.

18.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18.3 Waiver

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by Wheva Inc.

18.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

18.5 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms due to causes beyond our reasonable control, including but not limited to natural disasters, war, terrorism, pandemic, strikes, government actions, or widespread and prolonged failures of third-party infrastructure services.

18.6 Export Controls and Sanctions

You may not access or use the Service in violation of Canadian, United States, or other applicable export control or sanctions laws and regulations. You represent and warrant that you are not located in, ordinarily resident in, or organized under the laws of any country or territory that is the subject of comprehensive sanctions, and that you are not designated on any applicable restricted party list. You may not export or provide access to the Service to persons or entities where it is prohibited under applicable Canadian or international law.

18.7 Notices

Notices to you may be sent to the email address associated with your account. Notices to us should be sent to support@wheva.com. Notices are deemed received when sent by email, on the date of transmission.

18.8 Language

These Terms are available in English and French. In the event of any conflict between the two language versions, the English version shall prevail.

19. Contact Information

If you have questions or concerns about these Terms, please contact us:

General Inquiries: hello@wheva.com
Support: support@wheva.com
Privacy: privacy@wheva.com

Wheva Inc. British Columbia, Canada