Terms Of Use

PHARMACEUTICAL SOLUTIONS PORTAL - TERMS OF USE - MAY 2015

This agreement (the “Agreement”) contains the terms and conditions under which the Pharmaceutical Solutions Portal (the "Portal”) is provided to you by McKesson Canada Corp. (“McKesson”).

The Portal is not for use in emergency or urgent situations. Immediately contact local emergency services in any such situations.

Please read this Agreement carefully. It is a legally binding contract. By using the Portal, you agree to be bound by the terms and conditions of this Agreement. If you do not wish to be bound by this Agreement, you are not authorized to access or use the Portal and/or any of its components.

Your failure to comply with these Terms of Use, or other terms referenced herein, to access and use the Portal may result in loss of access to patient information through the Portal, and could result in disciplinary action by regulatory bodies.

The Agreement grants you a non-exclusive, non-transferable right to use the Portal, which is specified to you, and you may not share, sell or sublicense this right with anyone else, nor change, reverse engineer, disassemble or otherwise try to learn the source code, structure or ideas underlying McKesson’s software or introduce a virus to McKesson, nor connect or install unauthorized or uncertified equipment, hardware or software or improperly use the hardware or software relating to use of the Portal.

For purposes of this Agreement, the term "you" shall include each Provider and each Authorized User (and such authorizing Provider is responsible for ensuring such Authorized User’s compliance with this Agreement) and each Patient. If the Portal is being utilized by a group practice or professional corporation, it is understood and agreed that the term "you" shall include each licensed Provider associated with or employed by the group practice or professional corporation who uses the Portal, and each such person shall be deemed to have accepted this Agreement.

1. AUTHORIZED USER REQUIREMENTS.

1.1 Permitted Users. To use the Portal, you must be a licensed certified, credentialed physician or other licensed healthcare professional with authority under such license to use the Portal (such licensed physician or other licensed healthcare professional a “Provider”) or a non-physician staff member or other individual authorized to use the Portal by a Provider that has agreed to this Agreement (an “Authorized User”) and such authorizing Provider is responsible for ensuring such Authorized User’s compliance with this Agreement, or a patient enrolled in a program by either a Provider or and Authorized User (the “Patient”). In addition, you must be the Patient or hold any and all other necessary documentation that may be necessary to use the Patient’s information acquired through Portal in accordance with your assigned role for access.

1.2 Account Usage. You acknowledge that you are responsible for all usage on your accounts. You may have access to Patient information including personal health information that is subject to confidentiality, privacy and security requirements under provincial/territorial and federal law and regulations, and you hereby expressly agree to only access Patient information consistent with your access privileges pursuant to all requirements under this Agreement. You will not access or view any information other than what is required for the performance of your duties as a Provider or Authorized User.

1.3 Notification. You agree to notify McKesson immediately if you become aware or suspect that another person or entity has access to your authentication code, device, or password, and if you have reason to believe that the confidentiality of your password is broken or believe there has been a misuse of patient information, you will immediately contact McKesson Privacy Officer at 1-855-292-5010.

1.4 Logging off the Portal. You agree to log off the Portal before leaving your workstation to prevent others from accessing Portal.

1.5 Data Accuracy. You will, to the best of your ability, protect patient information submitted or received through the Portal and ensure it is accurate and agree not to insert or enter any information into the Portal that you know is not accurate.

2. COMPLIANCE WITH LAWS AND REGULATIONS.

2.1 You and/or any other person on whose behalf you are acting in entering into this Agreement agree to use the Portal in a manner that is in accordance with all municipal, provincial/territorial, and federal laws and regulations, and is consistent with any applicable professional and ethical standards and requirements, and otherwise in accordance with this Agreement.

3. PRIVACY POLICY.

3.1 You agree to abide by all applicable privacy legislation and to the terms contained in McKesson’s Privacy Policy attached hereto the terms of which are incorporated herein by reference as if the same were fully stated herein, as such policy may be amended from time to time.

4. OPERATIONS AND MAINTENANCE OF RECORDS.

4.1 McKesson reserves complete and sole discretion with respect to the operation of the Portal. McKesson may, among other things withdraw, suspend or discontinue any functionality or feature of the Portal. McKesson reserves the right at all times, including without your consent or notice to you, to monitor, access, review, and audit your access to and use of the Portal. If, in McKesson’s sole judgment and discretion, your access to and use of the Portal violates the terms of this Agreement, McKesson’s policies or any applicable law, McKesson may take any action it deems appropriate, acting reasonably, to enforce its rights or the rights of third parties including, providing prior notice to cure a violation or disclosing any such violation of law to the appropriate law enforcement authorities without notice.

4.2 Except as provided for under this Agreement or applicable law, McKesson is not responsible for maintaining data arising from use of the Portal. You are responsible for developing and maintaining procedures to protect your information. McKesson will not be responsible for any loss or alteration of the data arising from your maintenance procedures. For the sole purpose of McKesson’s internal operation and system maintenance or as may otherwise be permitted by you, McKesson may use, copy, display, store, translate, and reformat the information, and distribute such information to multiple computer systems in accordance with McKesson’s Privacy Policy. McKesson does not guarantee that such procedures will improve access to the information. McKesson will handle and maintain data in accordance with its internal operating procedures and will be responsible for maintaining the integrity of the data during such handling and maintenance of the data. McKesson acknowledges and agrees that any information provided to McKesson as a result of rendering the Portal available hereunder shall be treated as confidential and be protected in the same manner as McKesson would normally treat its own Confidential Information. McKesson is not responsible for transmission errors or corruption or compromise of data carried over local or interchange telecommunication carriers.

5. INTELLECTUAL PROPERTY.

5.1 Copyright Materials and Other Intellectual Property. The information available through the Portal is the property of McKesson or its licensors and is protected by Canadian and/or United States copyright, trademark, and other intellectual property laws and may be displayed, reformatted, and printed only for your personal, non-commercial use. Except as may be specifically permitted in this Agreement, you agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the information owned by McKesson or its licensors received through the Portal to anyone. Any copy made of information obtained through the Portal must include the copyright notice. Use, reproduction, copying, or redistribution of McKesson’s logos is strictly prohibited without written permission from McKesson. All software and accompanying documentation made available for download from the Portal is the copyrighted work of McKesson or its licensors. The copyright holder retains software and documentation ownership. Ownership is not transferred to you; rather, you are licensed to use the software and documentation.

5.2 Trademarks. All trademarks, service names and proprietary tools used on the Portal are trademarks of McKesson or their respective owners. Nothing contained on the Portal should be construed as granting any license or right to use any trademark displayed on this site without the express written permission of McKesson or such third-party that may own the trademark.

5.3 Limited License. Subject to this Agreement, McKesson hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the software, network facilities, content and documentation on and in the Portal to the extent, and only to the extent, necessary to access, explore and otherwise use the Portal in real time. You agree not to reproduce or copy any documentation, content, text, data, graphics, images, audio or video clips, interfaces or other materials or works of authorship (“McKesson Materials”) in or on the Portal unless such reproduction or copying is expressly restricted or limited with respect to such portion of the McKesson Material.

5.4 The license granted herein does not permit you, and you agree not to: (a) modify, translate, reverse engineer, disassemble, decompile or create derivative works of the McKesson Materials or any other part of the Portal or allow a third party, whether directly or indirectly (including, but not limited to the direct or indirect use of wizards, agents, bots, or other utilities), to modify, translate, reverse engineer, disassemble, decompile or create derivative works of the McKesson Materials or any other part of the Portal, except as expressly permitted in writing by McKesson or by law; or (b) transfer, distribute, sell, lease, rent, disclose or provide access to the McKesson Materials or any other part of the Portal to any third party unless specifically permitted herein or use the McKesson Materials or Portal to provide service bureau, time sharing or other services to third parties.

6. RECORD RETENTION

6.1 McKesson makes no warranty that information placed onto or obtained by use of the Portal will be maintained by McKesson for any specified length of time and McKesson reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Portal pursuant to its internal record retention and/or destruction policies as such policies may be amended. You are responsible for developing and maintaining systems and procedures to ensure that your record retention practices are in accordance with all laws, regulations or standards of professional practice. Copies of McKesson’s record retention and/or destruction policies are available to you upon written request.

7. THIRD PARTY SITES

7.1 Although the McKesson may include links providing direct access to third-party Internet sites as a convenience, the inclusion of a link does not imply endorsement of the linked site by McKesson. McKesson takes no responsibility for the content or information contained on those other sites, and does not exert any editorial or other control over those other sites. Nor does McKesson take responsibility for the privacy policies and practices of these third-party links.

8. EXCLUSION OF WARRANTIES.

8.1 McKesson Canada makes no representation or warranty regarding the functionality, the good working order of the functionalities of the Portal, or condition of this Portal, its suitability for use, or that its use will be uninterrupted or error-free. ALL MATERIAL OR INFORMATION ON THIS PORTAL IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTIES OF ANY KIND. MCKESSON CANADA AND ITS AFFILIATES, RELATED COMPANIES, AND ITS LICENSORS AND JOINT VENTURE PARTNERS DISCLAIM ALL WARRANTIES OR CONDITIONS, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Access and use of the McKesson Canada Portal is subject to the terms and conditions set forth herein and all applicable laws, statutes, and/or regulations. These exclusions are in addition to any specific exclusion otherwise provided in these terms and conditions. To the extent that the jurisdiction to which you are subject does not allow exclusion of certain warranties, such exclusions which are not permitted do not apply.

9. LIMITATION OF LIABILITY.

9.1 Neither McKesson Canada nor its affiliates, related companies, licensors or joint venture partners will be liable for any damages, either direct or indirect, incidental, special or consequential, for use of or inability to use material, products or services of any kind, delay of or partial delivery, termination of rights or loss of profits, data, business or goodwill, whether on a contractual or extra contractual basis, or to provide indemnification or any other remedy to you or any third party. Your sole and exclusive remedy is to discontinue using and accessing this Portal. To the extent that the jurisdiction to which you are subject does not allow any part of such limitation, such part does not apply.

10. DAMAGE TO OTHERS.

10.1 You agree not to introduce into or through this Portal any information or materials which may be harmful to others. Among other things, you agree not to include, knowingly or otherwise, any error or defect in material or information which may, among other things, be a libel, slander, defamation or obscenity, or promote hatred or otherwise give rise to a criminal offence or civil liability on the part of any person or entity.

11. RESERVE OF RIGHTS.

11.1 All rights not expressly granted in these terms are reserved to McKesson Canada. Nothing contained in these terms shall be construed as conferring by implication, estoppel or otherwise any license or right under any copyright, patent, trademark or other intellectual right of McKesson Canada or any other person or entity.

12. GOVERNING LAW.

12.1 This site is controlled and operated by McKesson Canada from Montréal and these terms shall be governed by the laws of Québec and the applicable laws of Canada without reference to principles of conflict of laws. You agree to be bound by such laws and to submit to the jurisdiction of the courts of the Québec in connection with the interpretation or application of these terms.

13. CHANGES TO TERMS.

13.1 McKesson Canada may revise these terms and conditions from time to time by updating this posting. McKesson Canada may modify, alter or otherwise update the terms applicable to this Portal from time to time without notice, and you agree to be bound by such terms as are in effect at the time at which you access McKesson Canada's Portal.

14. SURVIVAL.

14.1 These terms and conditions apply while you are accessing the Portal and remain in effect thereafter. In the event that this website is no longer accessible to you, the provisions set out in section 5, 6, 8, 9, 12 and 14 of these terms and conditions shall survive thereafter.