EULA | ONRx

ONRx Service Provider / End User Agreement:

TERMS AND CONDITIONS

ONRx is a telemedicine platform developed by ONHealth Alliance Inc (hereafter also referred as OHA), an Ontario based company. To access the ONRx platform and use ONRx Services, you (either on behalf of your organization or as an independent practitioner) (hereinafter referred to as “you” or “Service provider” or “User”) must abide by these Terms of Service. By accessing the ONRX platform, you confirm and ONRX relies on your ability, to bind your organization to these Terms of Service on the behalf of the organization. These Terms of Service, between the OHA Inc and Service provider, and any other materials incorporated by reference, constitute the entire agreement between the Parties. If there is any inconsistency between the Terms of Service and any other materials incorporated by reference, these Terms of Service will prevail. These Terms of Service affirm that you, in your role, are a Health Information Custodian, as defined by Personal Health Information Protection Act, 2004 (PHIPA), and as such must comply with its requirements. By registering for ONRx’s services you are agreeing to these Terms of Service.

All uses of the words “hereto”, “herein”, “hereof”, “hereby” and “hereunder” and similar expressions refer to these Terms of Service and not to any section or portion of it. References to an Article, Section or Schedule refer to the applicable article, section, or schedule of these Terms of Service. Inconsistencies In the event of a conflict between these Terms of Service and any supplemental documents, including but not limited to, schedules, appendices, or additional agreement executed between you and OHA, these Terms of Service will prevail. Limitation of Liability OHA will not be liable:

OHA, its affiliates or any of their respective directors, officers, employees, and agents will not be held liable or responsible in any way for the following, provided that, such Losses are not caused by the negligence or willful misconduct of ONRx or those for whom ONRx is responsible at law:

a) Any Loss or interruption of business or any Loss or corruption of data or for any Loss of profit or revenue or other economic Loss, or for any indirect, special, incidental, or consequential damages or punitive damages of any kind suffered by the Service provider, a User, a patient or any other third-party;

b) Without limiting item (a) above, any claims or demands for damages, costs, expenses or Losses of any kind by the Service provider, a User, a patient of the Service provider or of a User, or any other third-party, for or arising out of or in any way related to clinical uses of, clinical outcomes or decision-making processes relating to the use of, or lack of access to the services, the Videoconferencing Equipment or the Videoconferencing Network; and,

c) In no event shall OHA be liable for any damages other than reasonable actual direct out of pocket expenses.

Right to modify:

OHA reserves the right to modify the services or Videoconferencing Network, or both, or any portion thereof, at any time, with or without notice to the Service provider. OHA shall not be liable to the Service provider, or to any third-party should OHA exercise its right to modify the services or Videoconferencing Network.

OHA will notify the Service provider: In the event that it becomes aware of a third-party claim against a Member of ONRx of the nature described in item (a) of this section, OHA will notify the Service provider and OHA may, at its sole election, seek to procure or negotiate a license, for the benefit of all of its Service providers and Members, to perform or use any aspect, element, component, method, process, procedure or mode of operation alleged to infringe in either

(i) the performance of the services or any portion thereof; or

(ii) the use of the Videoconferencing Equipment.

Dispute Resolution

All disputes between the Parties concerning any matter arising under these terms shall be submitted for resolution to the Chief Executive Officer of OHA and User;
If the Chief Executive Officer of OHA and User cannot resolve the dispute within a period of ten (10) days after submission of the dispute to them for resolution, either Party may notify the other Party in writing that it wishes to refer the matter to arbitration in accordance with the Arbitration Act, 1991 (Ontario) (such act, as amended or replaced, from time to time, the “Act”) within a further period of thirty (30) days;
If either Party serves a notice pursuant to this section, then such matter shall be determined by binding arbitration by a single arbitrator to be selected by the Parties and failing such selection the arbitrator shall be appointed pursuant to the Act; and,
Any arbitration will be held at Ontario unless the Parties otherwise agree and shall be subject to the arbitrator applying the limitation of liability provisions of these Terms of Service.

Termination

Service provider may elect to cease use of the ONRx Services at any time, however, to officially terminate the relationship with ONRx, Service provider must provide sixty (60) days advance written notice of its intention, at which time these Terms of Service will be at an end, except those which expressly or by their nature are intended to survive termination. OHA will not be liable to the Service provider for costs or Losses arising from termination of these Terms of Service. Notwithstanding the foregoing, OHA will reimburse to the Service provider the balance of its annual fee paid to OHA, as applicable, in respect of the year of such termination, if any, calculated on a pro rata basis. Upon the request of OHA, the Service provider will promptly return to OHA in good working order all equipment granted or loaned by OHA at the Service provider’s site(s). OHA hereby reserves its rights to terminate, in whole or in part, all ONRx Services by providing at least sixty (60) days advance notice of such change or termination. In such event, OHA will notify you either by email alert or a pop-up notification upon ONRx sign-in. Further, where ONRx determines it to be appropriate in the circumstances, acting reasonably, ONRX may suspend the ONRx Services, in whole or in part, without notice. Wherever reasonably practicable, ONRx will provide a thirty (30) day remedy period for any such breach before suspension and/or termination is implemented.

Revisions to the Terms of Service

ONRx may revise and update the Terms of Service in its sole discretion at any time without notice. Please check the Terms of Service frequently for updates by checking the date of the ‘Last Update’. If any term, condition, or any change thereto is not acceptable to you, you must discontinue your use of the ONRx Services through the ONRx platform immediately. Your continued use of the ONRx after any such changes are posted will constitute acceptance of the revised and updated Terms of Service. In the event there are substantial changes to these Terms of Service, OHA will notify you either by email alert or a pop-up notification upon ONRx sign-in.

Governing Law

These Terms of Service will for all purposes be governed by and interpreted in accordance with the laws in effect in Ontario. The Parties hereby defer to the jurisdiction of the Courts of Ontario. News Release and Other Public Disclosures Neither Party may, without the express prior written consent of the other Party, in any manner (including, but not limited to, advertising or marketing literature, customer lists, web sites, press releases, social media, or any other document or communication (in electronic or paper form)): (i) disclose or publish the fact that it has any relationship with the other Party; or, (ii) use or display a trade name, official mark or trademark of the other Party. Notwithstanding the foregoing, if a Party, in the opinion of counsel, is compelled to disclose or publish the fact that it has a relationship with the other Party in order to comply with the requirements of applicable law, the Party shall, to the extent practicable, consult with the other Party prior to making such disclosure or publication and each Party shall use all reasonable efforts, acting in good faith, to agree upon the timing and content of such disclosure or publication. The Party subject to the legal requirement shall have the final determination as to the timing and content of such disclosure or publication, to the extent that the timing and content are part of the legal requirement. If a Party provides express written consent to (i) disclose or publish the fact that it has any relationship with the other Party; or, (ii) use or display a trade name, official mark or trademark of the other Party, such consent is subject to all conditions communicated by the consenting Party, and the consenting Party shall have the right to withdraw its consent for any reason, including but not limited to if that Party believes that a use or display of its trade name, official mark or trademark reflects unfavorably upon the reputation of the consenting Party, or the goodwill attaching to its trade name, official mark or trademark.

OHA OBLIGATIONS

OHA will make reasonable efforts, given its available resources and priorities, to provide the Service provider and User (as applicable) with the following services: 1. Online registration, authentication and provisioning of new Users and services; 2. Provide online training, along with any applicable training materials, for Telemedicine Services; 3. Account management support including adoption support and program development to encourage clinical, educational and administrative utilization of telemedicine; 4. Technical support for Telemedicine Services; 5. Scheduling support to guide new Users and their delegates towards self-scheduling and direct patient management; 6. Provide installations, as required, so you or your User(s) can access ONRx Services at an additional cost; 7. Provide access to software required to use the ONRx Services; and changes to same; 8. Assurance that the data hosted and processed by ONRx is adequately protected from unauthorized disclosure, modification and/or destruction via a combination of administrative, physical and technical security safeguards; 9 Provide guidance and recommendations with regards to Information Security best practices, including but not limited to: a) Selection of strong and secure passwords; b) Protection of stationary (e.g. PCs) and mobile (e.g. laptops, smartphones, tablets) computing equipment; and, c) Secure email handling – recognizing common threats like phishing, spoofed URLs and malicious attachments ONGOING SERVICE PROVIDER OBLIGATIONS The Service provider agrees to comply with the following requirements and obligations relevant to its specific use of the ONRx Services. For clarity, as not all ONRX Services may be used by you, only those sections that relate to the ONRx Services you or your Users access will apply. The provision of the ONRX Services and access to and use of the Videoconferencing Network by the Service provider and the Member are subject to the following:

Delegation of Authority: Service provider acknowledges that it is responsible for its Users and any actions and communications undertaken or transmitted during the User’s usage of the ONRx. ONRx will investigate occurrences which may involve violations of such laws, and may involve, and co-operate with, law enforcement authorities in prosecuting Users who are involved in such violations. ONRx always reserves the right to disclose any information regarding Users’ usage of the ONRx as necessary to satisfy any law, regulation or governmental request. Unless prohibited by law, ONRx will notify the Service provider as soon as reasonably able, after any such disclosure is made;
Telemedicine Coordinator: Designate an individual as the Telemedicine coordinator who will act as the primary ONRx contact person, dedicate time to this role where specified; and, meet all of the responsibilities set out herein. Service provider will notify ONRx promptly of any changes to such designated Telemedicine coordinator;
Administrative and technical staff: Assign an administrative and technical contact to interact with ONRx if the Telemedicine coordinator is not responsible for overseeing administrative matters in addition to technical matters related to the platform. Service provider will notify ONRx promptly of any changes to such designated administrative and technical staff; Fees Charged by Non Service providers: For any fees charged by persons or entities that are not Service providers of ONRx, that the Service provider and/or Users connect to through ONRx’s gateway(s)

JOINT RESPONSIBILITIES

Promotion of Telemedicine - The Service provider agrees to reasonably, and only in accordance with their professional and legal obligations, promote and support the role of telemedicine in clinical, educational, and administrative events in its organization and, where applicable, in its community and to collaborate with ONRX in its efforts related thereto in Service provider’s discretion;
Telemedicine Signage Upon ONRX's request, and to the extent that it does not conflict with any professional or legal obligations, the Service provider shall post such signage as ONRx may reasonably request and provide, and shall ensure that such signage is visible to each User and/or patient who receives Telemedicine Services; 3. Protection of Personal Health Information (PHI) The Service provider understands that protection of PHI is a joint responsibility between the organization and ONRx. While ONRX is responsible for the protection of patient data on its network and premises, the Service providers are similarly expected to protect the PHI in their possession.

FEES FOR USE OF ONRx SERVICES

ONRx sets fees for use of its Services, as applicable. You acknowledge and agree that ONRx can determine at its sole discretion that such fees may change, and in the event of any such change, ONRx will provide you with ninety (90) days prior written notice with a fee change posted online on the ONRx. You agree to pay such fees upon receipt of invoices from ONRx. You acknowledge and agree that ONRx is not and shall not be responsible for any costs related to your equipment or Internet service.

Changes to the ONRx

OHA may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of the ONRx, including (i) changing the availability of, restricting access to, or imposing limits on any or all features on, or links to, the ONRx, or (ii) removing, adding, modifying or otherwise changing any content on the ONRx. ONRx reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the ONRx at any time without notice.

ONRx SERVICES

Through the ONRx, OHA offers an integrated suite of services that support telemedicine activity for clinical, education and administrative purposes for use by the healthcare community in Ontario. These services include videoconferencing (via room based systems, personal computer or on mobile devices) In order to use the ONRx Services, you or your delegate (User) will require either a room based system, a mobile device or personal computer, appropriate Internet bandwidth, a webcam, audio device that includes a headset or speakers and microphone. Service provider acknowledges and agrees that it is responsible for the provision of computer hardware or portable devices, camera, peripherals and internet connectivity for any of its Users.

AS A SERVICE PROVIDER YOU AGREE THAT YOU WILL:

Register with ONRx and with OHIP: You will register individual Members of your organization with ONRx, completing the security process of validating with ONE ID through eHealth Ontario; and register with OHIP for telemedicine billing;
Ensure Liability Protection: Ensure all Users are members of the Canadian Medical Protective Association or otherwise have adequate professional liability protection;
Operational Costs: ONRx is not and shall not be responsible for any costs related to your equipment or Internet service, or any other costs in respect of the ONRx Services;
Telemedicine Coordinator: You will ensure the Telemedicine Coordinator (or such designated administrative staff) is accountable to work with ONRx;
User Feedback: You acknowledge and agree that ONRX, or a third-party retained for this purpose, may collect Users’ feedback on their use of the ONRX Services via the application, interviews, or surveys and to record and use this feedback in its evaluation of current and future service offerings;
User Account Management: You acknowledge that ONRx reserves the right to lock inactive User accounts when activity has not taken place in a twelve (12) month period;
Disclaimer: You acknowledge and agree that, in each case without limitation:

a) ONRx will provide ONRx Services (including but not limited to any applicable software) on an “as is” and “as available” basis and you agree that the use of ONRx Services at your own discretion and sole risk;

b) ONRx makes no warranty that ONRx Services will meet your requirements, or will be uninterrupted, timely, secure or error-free; nor does ONRx make any warranty as to the results that may be obtained from the use of ONRx Services;

c) ONRX does not guarantee any level of service availability, service quality or problem resolution time. ONRx will use commercially reasonable efforts to proactively anticipate and prevent system failures, promptly respond to service outages, expedite problem resolution, communicate problem resolution plans and recommend and support alternative service provision modes;

d) As applicable, the availability, capability and use of the ONRx Services the eHealth Ontario Network, or any other network, by you or a User is subject to the availability, capacity and capabilities of the network made available to you or a User by eHealth Ontario or any other network;

e) Any material and/or data downloaded (including but not limited to any software) or otherwise obtained through the use of the ONRx Services or otherwise from ONRx for use in connection with the ONRx Services is done at your own discretion and risk, and ONRx will not be responsible for any damage or loss of data that may result from the download of such material and/or data;

f) ONRx expressly disclaims all warranties and conditions, whether express or implied or statutory or otherwise, including but not limited to, implied warranties of title, merchantability, fitness for a particular purpose and non-infringement of any third-party intellectual property right and no advice or information, whether oral or written, obtained by you through use of the ONRx Services (including but not limited to any software) will create any such warranty on the part of ONRx;

PROTECTING THE PRIVACY OF YOUR MEMBERS: INTRODUCTION TO PROTECTING PRIVACY- ONRx collects personal information including names, phone numbers, OHIP billing numbers and email addresses of all individuals who use ONRx Services for the purpose of creating user profiles, enabling OHIP billing and validating the identity of Users and for other purposes. ONRx collects User personal information through various means, including through its website at ONHealthAlliance.com and through the ONRX. ONRx will use transactional and record level data created in connection with and through the use of ONRx programs, products and services to generate reports and may share this utilization information with local health integration networks (LHINs), OntarioMD, the eConsult Centre of Excellence, eConsult regional and deliver partners other ONRx partners, customers and to report to the Ministry and others as required under agreements or the law. This information may contain the personal information of users but will not contain personal health information.

USER AUTHENTICATION AND AUTHORIZATION- When registering new Members for the ONRx Services, security and privacy are high priorities for ONRx. New users are validated and credentialed through eHealth Ontario’s One ID service as the primary Identify Provider and through other identify providers. eHealth allows other organizations to act as local registration authorities (LRAs) to support the ONE ID process to improve ONRx’s ability to validate, authenticate and on-board users, as well as train users. Other methods also include validation against professional college or association listings with healthcare regulatory bodies, or through attestation by a user’s employer. Individuals applying to use ONRx’s services consent to the collection, use and disclosure of their personal information as required for authentication or in relation to setting up and maintaining their account. For clarity, ONRx has no control over the requirements for and any collection, use and disclosure of information by eHealth Ontario in connection with the ONEID service. In order to register, you must comply with eHealth Ontario’s One ID authentication rules. Individuals are responsible for determining whether they are prepared to comply with those requirements. If a User’s account with ONRx and/or eHealth Ontario is suspended or terminated for any reason, access to ONRx’s services and/or programs will automatically be suspended and/or terminated.

SECURITY BREACHES RELATED TO YOUR CREDENTIALS AND ACCESS TO THE ONRX

You must contact ONRX to advise of any security breaches, if you and/or your Users experience any of the following as it relates to the ONRx services:

Credentials, therefor user identification or password is compromised;
Have breached the One ID Authorized Use Policy (“AUP”);
Are aware of any security or privacy incident involving a One ID or other Identity Provider Federated account;
A provision of any privacy laws has been or is about to be contravened;
Any other circumstances where there is an unauthorized or inappropriate access, collection, use, disclosure, copying, modification, retention, or disposal or personal information including theft or accidental or theft of data; or,
A situation arises where you anticipate that you will not be able to comply with these Terms of Services.

PERSONAL HEALTH INFORMATION- SERVICE PROVIDER’S OBLIGATIONS REGARDING PERSONAL HEALTH INFORMATION

You agree to comply with all applicable laws pertaining to the protection and confidentiality of personal health information, and to ONRx’s privacy policies, including: Accessing Personal Health Information, Obtaining Consent and Delegating to Others

To access personal health information only as necessary for the purpose of providing health care to individuals in your care or for providing services which will facilitate, support or assist in the provision of health care to those individuals or otherwise as permitted or required by law;
To not access or contribute to personal health information for any individual who has exercised his or her right under PHIPA to withdraw consent to the collection, use or disclosure of his/her personal health information except as permitted by law;
To securely transfer sufficient information from ONRx’s applications to meet all legal requirements for storing and retaining patient records;
To be responsible for obtaining and managing patient consent and/or limits/withdrawal of consent in accordance with applicable legislation, regulations or standards;
To be responsible for your delegates and/or users and their delegates identified by you as acting on your behalf and under your authority when accessing personal health information using ONRx Services; Policies, Procedures and Training
To follow policies and procedures required to ensure your compliance with privacy of personal health information;
To complete privacy and security training as required by ONRx in advance of using ONRx Services;
To read and implement, as applicable, ONRx policies, procedures, user guides, best practices or other documentation available on the ONRx, concerning ONRx’s Services
To promptly contact both ONRx your organization’s privacy officer upon first learning of the possibility of unauthorized use or disclosure of any personal health information related to the use of the ONRX Services; and,
ONRx may suspend or terminate your right to use the ONRx and the ONRx services if it determines you have caused a threat, through your acts or omissions, to the security and integrity of confidential information, personal information and/or PHI. Wherever reasonably practicable, ONRx will provide a thirty (30) day remedy period for any such breach before suspension and/or termination is implemented.

ONRX’S OBLIGATIONS REGARDING PERSONAL HEALTH INFORMATION

ONRx will comply with all applicable laws including those pertaining to the protection and confidentiality of personal health information;
ONRx may, in the course of providing ONRX and other Services and Programs, act as an “agent”, a “Health Information Network Provider (HINP)”, a Service Provider (as such terms are defined in PHIPA), and/or an electronic service provider (“ESP”).
ONRx will notify you at the first reasonable opportunity (with all efforts to do so within two (2) business days) of becoming aware of any unauthorized access, use, disclosure or disposal of PHI provided by the User through the use of the ONRx Services. ONRx will use all reasonable efforts to support the Service provider in responding to incidents of unauthorized access, use, disclosure or disposal of PHI;
Except as otherwise required by law, ONRx will not use or disclose any PHI which it may host on your behalf or to which it has access in the course of providing ONRX Services except as necessary in the course of providing these Services;
Notwithstanding section 4 above, ONRx will adhere to its’ retention policy in a manner that strives to ensure you can adhere to your retention requirements;
Except as otherwise required by law, ONRx will ensure that it’s employees, or any person acting on its behalf, comply with the restrictions on collection, use and disclosure of PHI set out in this User Agreement, in relation to using ONRx Services;
ONRx is only responsible for providing the technology and support to access and use ONRx Services and cannot be responsible for the privacy practices of Users;
ONRx will provide to the User upon request a plain language description of ONRx Services that is appropriate for sharing with the patients of the Service provider to whom the PHI relates, including but not limited to a general description of the safeguards in place to protect against unauthorized use and disclosure, and to protect the integrity of the PHI;
ONRx will ensure that it has: (i) a Privacy Program responsible for governance and oversight.
ONRx is committed to the protection of PHI processed, transmitted, and/or stored on its premises through a combination of Administrative, Technical and Physical Safeguards, such as:

(i) Administrative Safeguards:

a) Information Security Policies, Standards and Procedures;

b) Employee Security Training and Awareness;

c) Background checks prior to providing employment;

d) Confidentiality and Non-Disclosure Agreements;

ii) Technical Safeguards:

a) Network Access Controls;

b) Anti-Malware Protection;

c) Encryption Technologies;

d) Logging and Monitoring;

e) System Patching;

(iii) Physical Safeguards:

a) Redundant and highly secure data centers with restricted access privileges.

Physician Billing

If you are a physician using ONRx’s Services to provide patient care, then:

You represent and warrant that you are in good standing with the College of Physicians and Surgeons of Ontario licensed to practice in Ontario;
You will comply with OHIP consent registration for telemedicine providers to enable you through ONRx to bill through OHIP for your professional services;
Upon ONRx forwarding such documentation, each physician’s billing and payment arrangements with respect to the Telemedicine Services provided will be carried on between the physician and OHIP directly, which will include the requirement that each physician submit bills regarding Telemedicine Services directly to OHIP; and,
You must inform ONRx immediately if your medical license is suspended or terminated.

Possible Usage Charges On Your Device

Some features/functionalities of the ONRx solution could result in usage charged on the device you are using. As a user of the ONRx tool/solution, I acknowledge and understand the following:

I will need to have an Internet connection to the device as well as data connection enabled. This may result in data charges from my mobile service provider for which I am solely responsible.
In the event of text message / SMS service, I will receive SMS/text messages on my mobile device or email as a chosen mode of communication (or all of the aforementioned services), and receiving SMS/text messages on my mobile device may result in charges from my mobile service provider for which I am solely responsible.
Video conferencing with medical practitioner / doctor will result in higher data usage based on the video quality and length and duration of the video conference call. I am solely responsible for any data or service charges incurred.

Reliability and Quality of Communications Network

ONRx or OHA does not control the system that provides the Internet connectivity for the device I am using to connect with doctor or medical practitioner;
ONRx or OHA is not responsible for any mistakes or lack of signals or interruption of the service or dropped connection because of those systems;
ONRx or OHA or Medical Practitioners or Doctors are not responsible if one or more of those systems breaks any laws related to the way information is sent using the mobile phone or other device.

Limitation Of Liability

In no event shall the provider (ONRx, OHA or any affiliate as part of the solution) or the other systems, third parties, or any of their respective affiliates, medical professionals/practitioners/doctors/clinicians/physicians providing advice using ONRx be liable for any indirect, direct, incidental, special, punitive, or consequential damages (to the fullest extent that such a limitation is permissible under the applicable law), including without limitation those resulting from any use of, defect or inaccuracy in, activity of, or loss of use related to the Solution.

No Ownership by Participant/User

Other than the limited right to access and use the ONRx as intended and described in this EULA, I do not possess and will not acquired any intellectual property or other proprietary rights.

Ontario Health Alliance