Terms of Service

Effective date of these Terms: August 6, 2026 · Last updated: August 6, 2026

BACKGROUND PharmaGuide Inc. is an Electronic Service Provider (ESP) who has developed PHOX, and other PHOX related modules including PhoxDocs, PhoxWiki, PhoxDash, PhoxMonitor, PHOX2Ship, PhoxCount, PharmaChat, PhoxAuditor, PhoxLog, PhoxEnterprise, GENIq, PhoxShop, and PhoxConcierge, including all alternatively labelled versions of such — a software suite designed to support pharmacists, business administrators, and pharmacy owners better manage their business, optimize services, complete documentation, increase revenue, and support compliance with regulatory bodies. ​ IN CONSIDERATION OF and as a condition of the Client retaining the Service Provider and the Client providing the Confidential Information to the Service Provider in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows: By logging in, you agree to the following terms and conditions:

  1. Definitions In this Agreement, the following terms have the following meanings:
  • a. “Authorized Users” means pharmacists, staff, consultants or any other person employed or engaged by the Pharmacy who has access to PhoxHub and its modules.
  • b. “Business Day” means Monday to Friday excluding statutory holidays in the Province of Ontario.
  • c. “Designated Equipment” means desktops: (i) owned or operated by the Pharmacy; (ii) located at the Licensed Site; and (iii) on which the Pharmacy’s billing software is installed.
  • d. “Licensed Site” means the Pharmacy premises identified above.
  • e. “License Term” means the term of this Agreement identified above.
  • f. “Permitted Purpose” means the use of the PHOX — Pharmaceutical Hub Operations eXchange as a tool for assisting pharmacists in: (i) identifying patients who may benefit from pharmaceutical interventions; (ii) recommending appropriate interventions; (iii) completing required documentation and insurance forms; (iv) monitoring business analytics; and (v) supporting compliance with regulatory bodies.
  • g. “PharmaGuide Content” means any content incorporated or included in the PHOX.
  • h. “PHOX” or the “Platform” means PHOX, PhoxHub, PhoxDash, PHOX2Ship, PhoxConcierge, PhoxWiki, GENIq, PhoxShop, and all other current and future PHOX-related modules developed or offered by PharmaGuide — a platform developed for use by pharmacists, together with all modules, upgrades, updates, documentation, and all co-branded, private-label, and white-label versions of the foregoing that are made available to the Pharmacy under any brand name, logo, or user interface. Also known as “PHOX” (Pharmaceutical Hub Operations Exchange).
  • i. “Aggregate Data” means data derived from the use of the PHOX that has been de-identified, anonymized, and/or aggregated such that it does not identify, and cannot reasonably be used to identify, any patient or other individual.
  • j. “Personal Health Information” or “PHI” has the meaning ascribed to it under the Personal Health Information Protection Act, 2004 (Ontario) (“PHIPA”), and includes any personal information protected under the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”).
  • k. “Security Incident” means any confirmed unauthorized access to, unauthorized use of, unauthorized disclosure of, loss of, or destruction of Pharmacy data stored in the PHOX.
  • l. “Affiliated Group” means any buying group, banner, head office, chain, pharmacy network, association, module sponsor, or similar organization of which the Pharmacy is a member, affiliate, or participant.
  • m. “Commercial Agreement” means any separate commercial agreement, order form, subscription agreement, invoice, or quote between the Pharmacy and PharmaGuide setting out commercial terms such as fees, term, scope of modules, or other deal-specific terms.
  • n. “Committed Term” means the length of time of the Pharmacy’s agreement or subscription to the Platform as set out in a Commercial Agreement (for example, a one (1) year, two (2) year, or three (3) year term). Where no such term is specified in a Commercial Agreement, this Agreement will be deemed to be on a month-to-month basis, there will be no Committed Term, and Section 14(g) (Early Termination Fee) will not apply.
  1. License
  • a. PharmaGuide hereby grants Pharmacy a limited, non-exclusive, non-transferable license for the Authorized Users to install and use the PHOX on the Designated Equipment and for the Permitted Purpose. All rights not expressly granted in this Agreement are hereby reserved by PharmaGuide.
  • b. Pharmacy will not, and will cause the Authorized Users not to: i.install and use the PHOX on any equipment other than the Designated Equipment; ii.use, copy, modify, download, or transfer the PHOX or any component of the PHOX (including the PharmaGuide Content), in whole or in part, except as expressly provided in this Agreement; iii.reverse engineer, disassemble, decompile, or translate the PHOX or any component of the PHOX (including the PharmaGuide Content); attempt to derive the source code of the PHOX or any component of the PHOX (including the PharmaGuide Content); create any derivative work from the PHOX or any component of the PHOX (including the PharmaGuide Content); or authorize or assist any third party to do any of the foregoing; iv.rent, lease, loan, resell, or otherwise distribute the PHOX or any component of the PHOX (including the PharmaGuide Content); v.remove or alter any proprietary notice or legend regarding PharmaGuide’s, or any third party’s, proprietary rights in the PHOX or any component of the PHOX (including the PharmaGuide Content); vi.use the PHOX or any component of the PHOX (including the PharmaGuide Content) except in accordance with the terms of this Agreement and all applicable laws; and/or vii.use the PHOX or any component of the PHOX (including the PharmaGuide Content): (i) to defraud any third party; (ii) to distribute unlawful materials or information; and/or (iii) to disseminate or encourage conduct that could constitute a criminal offence or give rise to any form of liability.
  • c. PharmaGuide will install the PHOX on the Designated Equipment and Pharmacy will provide access to such Designated Equipment to PharmaGuide in order to complete such installation.
  • d. Pharmacy acknowledges and agrees that: (i) the PHOX may interact with other software, services, and databases licensed or procured by Pharmacy from third parties; and (ii) Pharmacy will be responsible for ensuring that its and the Authorized Users’ use of the PHOX do not infringe any license, use, or access rights applicable to such third-party software, services, or databases.
  • e. Pharmacy acknowledges that Aggregate Data relating to dispensing trends, inventory, clinical program participation, and other non-patient-specific data may be collected and used by PharmaGuide as set out in Section 7 (Data Use, De-identification, and Sharing).
  1. Ownership
  • a. PharmaGuide owns and will continue to own all right, title, and interest, including all intellectual property rights, in the PHOX and the PharmaGuide Content.
  • b. Certain names, graphics, logos, icons, designs, words, titles, or phrases contained within the PHOX and/or PharmaGuide Content may constitute trade names or trademarks (collectively “Trademarks”) of PharmaGuide or other entities. All Trademarks are and will remain the sole and exclusive property of PharmaGuide and their respective owner(s). Any use of such Trademarks, except as expressly provided for in this Agreement, without the express written consent of PharmaGuide or the applicable owner, is strictly prohibited. Nothing contained herein or on the PHOX or any component of the PHOX (including the PharmaGuide Content) may be construed as granting, by implication, estoppel, or otherwise, any license to use any Trademark(s).
  1. Data Storage and Residency
  • a. Canadian Data Residency. PharmaGuide will ensure that PHOX (including all servers and backups) is fully hosted and managed on Canadian servers by reputable and trusted partners. PHOX is currently hosted and fully managed on the Enterprise Google Cloud Platform — North America-northeast1 region. PharmaGuide will provide notification to all users at least thirty (30) days prior to any change to this data residency arrangement.
  • b. Custody of Personal Health Information. All Personal Health Information entered into the PHOX remains under the custody and control of the Pharmacy, which is and remains the health information custodian in respect of that PHI under PHIPA. PharmaGuide acts as an information service provider on behalf of the Pharmacy and handles PHI only as necessary to provide, maintain, support, and improve the PHOX, and as otherwise permitted under this Agreement and applicable law.
  1. Security, Access, and Breach
  • a. Security Measures. PHOX is fully managed by Google Cloud Platform and undergoes continuous vulnerability and penetration testing. Access is controlled and authenticated through Auth0, which logs access and use to support HIPAA and PHIPA compliance. PharmaGuide will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect against unauthorized access to, use, or disclosure of Pharmacy data. PharmaGuide will provide at least thirty (30) days’ advance notice of any planned material change to this access and authentication arrangement.
  • b. Pharmacy Responsibilities. The Pharmacy is responsible for: (i) maintaining the security of its own networks, devices, and systems; (ii) ensuring each Authorized User protects the security of their username and password and does not share credentials; (iii) promptly disabling access for any Authorized User who leaves the Pharmacy or no longer requires access; and (iv) promptly notifying PharmaGuide of any actual or suspected unauthorized access, credential compromise, or other Security Incident.
  • c. Breach Notification. In the event of a confirmed Security Incident affecting the Pharmacy’s data, PharmaGuide will notify the Pharmacy without undue delay, and in any event within the time required by applicable law. PharmaGuide will provide the Pharmacy with information reasonably available to PharmaGuide that the Pharmacy requires to meet its own notification obligations under PHIPA, PIPEDA, or other applicable law. Any notification by PharmaGuide is not, and will not be construed as, an admission of fault or liability.
  • d. Cooperation and Remediation. PharmaGuide will cooperate reasonably with the Pharmacy to investigate, contain, mitigate, and remediate a confirmed Security Incident, consistent with PharmaGuide’s standard incident response procedures.
  • e. No Guarantee of Security. The Pharmacy acknowledges that no system, network, or service can be made completely secure. PharmaGuide does not warrant or guarantee that the PHOX will be free from unauthorized access, vulnerabilities, intrusions, malware, or other malicious activity. PharmaGuide’s obligations under this Section are limited to the use of commercially reasonable efforts.
  • f. Exclusions. PharmaGuide will have no liability for any Security Incident to the extent caused by: (i) acts or omissions of the Pharmacy or any Authorized User, including misuse, misconfiguration, credential sharing, failure to follow reasonable security practices, or failure to timely notify PharmaGuide of a suspected compromise; (ii) third-party software, services, networks, or databases not provided or controlled by PharmaGuide; (iii) the Pharmacy’s own equipment or premises; (iv) force majeure events; or (v) any other circumstances outside PharmaGuide’s reasonable control.
  • g. Limit of Liability for Security Incidents. Without limiting Section 12 (Limitation of Liability), the Pharmacy acknowledges and agrees that PharmaGuide’s total aggregate liability arising out of or relating to any Security Incident, privacy breach, loss of data, or unauthorized access to or disclosure of data is subject to, and will in no event exceed, the limit set out in Section 12(b). PharmaGuide will not be liable under any theory of liability for indirect, incidental, special, consequential, punitive, or exemplary damages arising out of any Security Incident, including loss of profits, loss of goodwill, loss of business, regulatory fines or penalties imposed on the Pharmacy, or costs of substitute services, even if PharmaGuide has been advised of the possibility of such damages.
  1. Destruction of Data Once termination of service has been confirmed, the data will undergo a deletion process which will irretrievably remove the data from the application and storage layers from both active and backup storage systems. Logical deletion occurs in phases, beginning with marking the data for deletion in active storage systems immediately and isolating the data from ordinary processing at the application layer. Successive compaction and mark-and-sweep deletion cycles in storage layers serve to overwrite the deleted data over time. Cryptographic erasure is also used to render the deleted data unrecoverable. Finally, backup systems containing snapshots of active systems are retired on a standard cycle. A certificate of data destruction will be provided upon request.
  2. Data Use, De-identification, and Sharing
  • a. No Sale or Disclosure of Identifying Information. PharmaGuide will not sell, rent, lease, license, trade, or otherwise disclose any Personal Health Information, or any other information that identifies or can reasonably be used to identify any patient or other individual, to any third party, except: (i) as directed or authorized by the Pharmacy; (ii) as necessary to provide, maintain, or support the PHOX; or (iii) as required by law, court order, or regulatory authority.
  • b. De-identification. PharmaGuide may de-identify, anonymize, and aggregate data collected through the PHOX. Once data has been de-identified and/or aggregated in accordance with PHIPA, PIPEDA, and applicable privacy laws, such data constitutes Aggregate Data and is no longer Personal Health Information.
  • c. Permitted Uses of Aggregate Data. The Pharmacy acknowledges and agrees that PharmaGuide may collect, use, analyze, reproduce, modify, commercialize, and otherwise process Aggregate Data for any lawful purpose, including to: i.operate, maintain, support, improve, enhance, and expand the PHOX and PharmaGuide’s other current and future products and services; ii.develop new tools, modules, features, products, concepts, services, and business offerings, including those intended to support pharmacies in enhancing their businesses, patient care, clinical outcomes, and profitability; iii.generate benchmarks, insights, analytics, dashboards, reports, and research outputs; iv.design, operate, and evaluate clinical programs, public health initiatives, adherence programs, and health-system research; v.support buying groups, banners, head offices, chains, pharmaceutical manufacturers, government agencies, academic and research institutions, healthcare payers, and other third parties through aggregate-level reporting, insights, and research, including on a commercial basis; vi.license, sell, syndicate, or otherwise commercialize Aggregate Data, and data sets, data products, analytics outputs, and benchmarking reports derived therefrom, to third parties; vii.develop, train, validate, test, fine-tune, retrain, evaluate, improve, deploy, operate, license, sell, sublicense, distribute, and otherwise commercialize artificial intelligence, machine learning, generative AI, foundation models, large language models, predictive models, and other algorithmic or statistical systems, models, tools, products, services, and technologies of any kind and for any purpose, whether now existing or developed in the future, and whether used internally by PharmaGuide, incorporated into PharmaGuide’s products, or provided, licensed, or sold to third parties on any terms PharmaGuide determines. All such training, development, and commercialization uses Aggregate Data (which has been de-identified and/or anonymized in accordance with PHIPA, PIPEDA, and applicable law) only, and does not use Personal Health Information. The resulting models, weights, parameters, embeddings, outputs, derivative works, and improvements are and will remain the sole and exclusive property of PharmaGuide, free of any claim, royalty, or compensation owed to the Pharmacy; and viii.conduct research, analytics, and exploratory work to inform new concepts, products, services, and tools, whether or not commercialized.
  • d. Sharing with Affiliated Groups and Sponsors. Where the Pharmacy is a member of, affiliated with, or a participant in an Affiliated Group, the Pharmacy acknowledges and agrees that PharmaGuide may share Aggregate Data — including aggregate dispensing data — with that Affiliated Group, or with module sponsors, in connection with the administration of buying, clinical, compliance, marketing, loyalty, and performance programs operated by or for the benefit of the Affiliated Group. Where a separate data sharing, commercial, or membership agreement exists between the Pharmacy and an Affiliated Group, module sponsor, or other third party, PharmaGuide may facilitate the sharing of data (including, where authorized, identifiable data) as contemplated by that separate agreement, and the Pharmacy represents that it has the necessary authority and consents to permit such sharing.
  • e. Head Office Reporting. Where the Pharmacy operates under a head office, banner, chain, or similar corporate structure, PharmaGuide may provide the head office with aggregate dispensing and operational data relating to the Pharmacy. Such reporting will not include patient identifiers and will be conducted in a manner consistent with PHIPA, PIPEDA, and any data sharing arrangement between the Pharmacy and its head office.
  • f. PHIPA and PIPEDA Compliance. All collection, use, disclosure, and processing of data by PharmaGuide will be conducted in accordance with PHIPA, PIPEDA, and other applicable privacy laws. The Pharmacy is responsible, as health information custodian, for obtaining all consents, providing all notices, and otherwise complying with all legal requirements applicable to the collection, use, and disclosure of Personal Health Information by or on behalf of the Pharmacy, including in respect of any sharing of data authorized under this Agreement or under any separate data sharing agreement.
  • g. Purpose and Public Benefit. The Pharmacy acknowledges that the use of Aggregate Data described in this Section is integral to PharmaGuide’s mission of building tools that support pharmacies, enhance patient care, improve clinical outcomes and profitability, and provide insights to buying groups, manufacturers, governments, researchers, and other stakeholders. No additional compensation, royalty, or payment is owed to the Pharmacy in respect of PharmaGuide’s use of Aggregate Data.
  • h. Ownership of Models, Improvements, and Advancements. The Pharmacy acknowledges that all models, algorithms, weights, parameters, embeddings, training artefacts, outputs, improvements, enhancements, upgrades, updates, derivative works, inventions (whether or not patentable or reduced to practice), discoveries, know-how, trade secrets, methodologies, processes, analytics, benchmarks, reports, data products, software, tools, products, services, features, and any other advancements developed, created, trained, generated, conceived, reduced to practice, or derived by or on behalf of PharmaGuide, whether (i) using Aggregate Data, (ii) arising from or informed by the Pharmacy’s or any Authorized User’s use of the Platform, (iii) arising from or informed by any feedback, input, suggestions, ideas, comments, bug reports, or other contributions provided by the Pharmacy or any Authorized User, or (iv) otherwise relating to the Platform or PharmaGuide’s business (collectively, the “PharmaGuide Advancements”), are governed by this Section 7(h). i. Acknowledgment of Consideration. The Pharmacy acknowledges and agrees that the rights granted to the Pharmacy under this Agreement, the access to and use of the Platform, the services and support provided by PharmaGuide, the commercial relationship between the parties, and the mutual covenants set out in this Agreement together constitute good, valuable, and sufficient consideration for the ownership, assignment, waiver, license, and related provisions set out in this Section 7(h), the receipt and sufficiency of which the Pharmacy hereby irrevocably acknowledges. The Pharmacy further acknowledges that it has had full opportunity to obtain independent legal advice in respect of this Section 7(h) before agreeing to this Agreement. The Pharmacy agrees not to challenge, contest, impugn, or seek to avoid, and is estopped from challenging, contesting, impugning, or seeking to avoid, the sufficiency of consideration, the adequacy of disclosure, or the validity, enforceability, reasonableness, or scope of this Section 7(h) on any basis whatsoever, including on the basis of inadequate consideration, non est factum, unconscionability, lack of mutuality, undue influence, duress, mistake, public policy, or restraint of trade. ii.Ownership. All PharmaGuide Advancements are, and at all times shall be, the sole and exclusive property of PharmaGuide. All right, title, and interest in and to the PharmaGuide Advancements — including all intellectual property rights of any kind therein or pertaining thereto (including copyrights, patent rights, trade-mark rights, industrial design rights, trade secret rights, database rights, confidential information rights, and rights of a similar or analogous nature in any jurisdiction), throughout the world, for the full term of protection (including all renewals, extensions, reversions, and revivals), in all media and formats now known or later developed — vest exclusively in PharmaGuide, free of any encumbrance or retained right. iii.Present and Effective Assignment. To the extent the Pharmacy or any Authorized User has, acquires, or is deemed at any time to have any right, title, or interest (including any copyright, patent right, trade-mark right, industrial design right, trade secret right, database right, moral right, right of attribution, right of integrity, right of association, co-ownership right, or joint inventorship claim) in or to any PharmaGuide Advancement, the Pharmacy — as a present, effective, immediate, and unconditional assignment, and not as a mere agreement to assign in the future — hereby (and shall cause each Authorized User to) absolutely, exclusively, and irrevocably assigns, transfers, conveys, and delivers all such right, title, and interest to PharmaGuide, throughout the world, in all media and formats now known or later developed, for the full term of protection (including all renewals, extensions, reversions, and revivals), free of any encumbrance or retained right, with no obligation on the part of PharmaGuide to account, pay, or provide credit to the Pharmacy or any Authorized User. iv.Waiver of Moral Rights. The Pharmacy (on its own behalf and on behalf of each Authorized User) irrevocably, unconditionally, and absolutely waives in favour of PharmaGuide and its successors, assigns, licensees, and sublicensees, to the maximum extent permitted by applicable law, all moral rights in and to all PharmaGuide Advancements, including any right of attribution, right of integrity, right of association, right to be named or not named as an author, and any analogous right arising under the laws of any jurisdiction. The Pharmacy shall cause each Authorized User to execute, and deliver to PharmaGuide, such further written waivers of moral rights as PharmaGuide may reasonably require. v.Back-up License. If and to the extent any assignment, waiver, or transfer set out in this Section 7(h) is for any reason ineffective, invalid, or unenforceable under the laws of any jurisdiction or in respect of any PharmaGuide Advancement, the Pharmacy hereby grants (and shall cause each Authorized User to grant) to PharmaGuide an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, sublicensable (through multiple tiers), transferable, exclusive license to use, reproduce, modify, prepare derivative works of, distribute, perform, display, commercialize, sell, and otherwise exploit such PharmaGuide Advancement for any and all purposes, in all media and formats now known or later developed, to the maximum extent permitted by applicable law. This license survives termination or expiry of this Agreement. vi.Disclaimer and Covenant Not to Sue. The Pharmacy (on its own behalf and on behalf of each Authorized User) disclaims, releases, and covenants not to assert, bring, or support any claim, action, proceeding, suit, or demand based on or relating to any ownership interest, license, right to use, right of access, claim for royalties, claim for compensation, right of attribution or credit, right to audit, right to challenge or revoke, right of rescission, right of termination of the assignment or waiver, right to an accounting, or any other claim or interest of any kind in or to any PharmaGuide Advancement, regardless of the nature or extent to which any PharmaGuide Advancement incorporates, reflects, is derived from, or was developed using data, feedback, input, contributions, or information relating to the Pharmacy or any Authorized User. vii.Further Assurances; Power of Attorney. The Pharmacy will, at PharmaGuide’s request, promptly execute and deliver all documents, instruments, and applications, and take all further actions, reasonably necessary or desirable to perfect, record, register, evidence, or enforce PharmaGuide’s rights under this Section 7(h) (including further assignments, confirmations, waivers, and applications for registration of intellectual property in any jurisdiction). PharmaGuide’s reasonable out-of-pocket costs of preparing such documents shall be borne by PharmaGuide. The Pharmacy hereby irrevocably appoints PharmaGuide (acting through any of its authorized officers) as the Pharmacy’s attorney-in-fact, coupled with an interest and therefore irrevocable, with full power of substitution, to execute, deliver, file, and record in the name and on behalf of the Pharmacy any such documents if the Pharmacy fails to do so within ten (10) Business Days after written request by PharmaGuide. viii.Pharmacy Authority and Flow-Down. The Pharmacy represents, warrants, and covenants that it has, or will put in place before allowing any individual to become an Authorized User, written arrangements (whether by employment agreement, consulting agreement, or otherwise) with each of its personnel, contractors, and other Authorized Users sufficient to vest in the Pharmacy the right to make the assignments, waivers, and grants set out in this Section 7(h) on behalf of such persons, and to give full effect to this Section 7(h) as against such persons. ix.Severability and Blue-Pencil. If any portion of this Section 7(h) is held, in whole or in part, to be invalid, unenforceable, overbroad, or contrary to public policy by any court or tribunal of competent jurisdiction: (A) the remainder of this Section 7(h) will continue in full force and effect; (B) such portion will be deemed modified and read down to the minimum extent necessary to render it valid and enforceable while giving maximum effect to the parties’ original intent as expressed herein; and (C) any invalidity or unenforceability in one jurisdiction will not affect validity or enforceability in any other jurisdiction. x.Survival. This Section 7(h) survives the termination or expiry of this Agreement in perpetuity.
  • i. Survival. PharmaGuide’s rights with respect to Aggregate Data and PharmaGuide Advancements created prior to the termination or expiry of this Agreement will survive such termination or expiry.
  1. Technical Support During the License Term, PharmaGuide will provide Authorized Users with technical support in connection with the use of the PHOX from 9:00 a.m. to 5:00 p.m. Eastern Time on Business Days, primarily through in-product chat, and at such other support contact information as PharmaGuide may provide to the Pharmacy from time to time. The scope of such technical support will be communicated by PharmaGuide to the Pharmacy from time to time. The Pharmacy and its Authorized Users are encouraged to report any issues, concerns, errors, suspected defects, or feedback to PharmaGuide promptly, including through the in-product chat or by email to info@pharmaguide.ca, so that PharmaGuide can investigate and, where appropriate, address them.
  2. Fees, Payment, and Consideration
  • a. Consideration. In consideration for the rights granted by PharmaGuide to Pharmacy under this Agreement, Pharmacy agrees to comply with the terms and conditions of this Agreement and to provide PharmaGuide with feedback and input requested by PharmaGuide from time to time in order to improve, enhance, or otherwise modify the PHOX and/or to expand its use to other pharmacies across Canada.
  • b. Fees. The Pharmacy will pay PharmaGuide all fees owing in accordance with the applicable Commercial Agreement. All fees are exclusive of applicable taxes (including HST/GST), which are the Pharmacy’s responsibility. Fees are non-refundable except as expressly set out in a Commercial Agreement or as required by applicable law.
  • c. Payment. The Pharmacy agrees to keep all payments to PharmaGuide current and paid on time. Unless otherwise set out in a Commercial Agreement, invoices are payable within thirty (30) days of the invoice date. Overdue amounts accrue interest at the standard commercial rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted by applicable law, whichever is lower, calculated from the original due date until paid in full.
  • d. Suspension for Non-Payment. Without limiting any other right or remedy available to PharmaGuide, PharmaGuide may, upon ten (10) days’ prior written notice (including by email to the Pharmacy’s designated contact), suspend the Pharmacy’s and the Authorized Users’ access to the Platform if any amount is past due and unpaid. Suspension does not relieve the Pharmacy of its obligation to pay overdue amounts and does not constitute a termination of this Agreement. Notwithstanding the foregoing, during any suspension, PharmaGuide will cooperate reasonably with the Pharmacy to provide the Pharmacy with such access to Personal Health Information, and such assistance, as is reasonably necessary to enable the Pharmacy to meet its legal and professional obligations as health information custodian under PHIPA and other applicable laws.
  • e. Disputed Amounts. If the Pharmacy disputes any amount on an invoice in good faith, the Pharmacy will notify PharmaGuide in writing within fifteen (15) days of the invoice date and will pay all undisputed amounts by the due date. The parties will work in good faith to resolve the dispute promptly.
  1. Disclaimers
  • a. The PHOX and any services provided by PharmaGuide relating thereto will be provided WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, whether legal, express, or implied, arising from statute, course of dealing, usage of trade, or otherwise, including warranties and conditions of merchantability, quality, or fitness for a particular purpose, non-infringement of third-party rights, and any warranties or conditions that the use of the PHOX will increase sales, profits, revenue, or goodwill. All such warranties and conditions are expressly disclaimed.
  • b. The parties agree that the PHOX will be used by Pharmacy and its Authorized Users as a tool to assist them for the Permitted Purpose and will not be a substitute for the professional judgment and obligations of any pharmacist. It will be the responsibility of the Pharmacy and Authorized Users, and at their discretion and judgment, to review all recommendations suggested by the PHOX. Pharmacy and each Authorized User will be responsible for ensuring that all recommendations made by the PHOX are appropriate for their patients and/or business.
  • c. The PHOX and the PharmaGuide Content should not be construed as the giving of advice or the making of a recommendation and should not be relied on as the basis for any decision or action. Nothing in the PHOX and the PharmaGuide Content is intended to be a substitute for professional advice, care, diagnosis, assessment, or treatment.
  • d. Modules included in PHOX may be sponsored or discounted by PharmaGuide Inc., pharmaceutical companies, buying groups, pharmacy chains, research centres, government agencies, or other third-party companies. “Module Sponsors” may have access to de-identified and/or Aggregate Data for the purpose of program improvement, administration, and evaluation. All access to data is subject to PHIPA, PIPEDA, and the terms of this Agreement. The purpose of these modules is to assist healthcare providers and patients by investigating reimbursement options for treatment, providing financial support if applicable, and supporting healthcare providers in the administration of the program and monitoring of patient conditions. It is not intended to provide medical advice or medical diagnoses, and all patients are to be assessed by their healthcare providers if there are any health concerns.
  • e. Disclaimer for Pharmacy Consulting Services. PharmaGuide cannot guarantee any outcomes or results to investigations, complaints, or regulatory requests. Our role is to work with you (and your team) to ensure that your side of the story is communicated clearly. We are not a replacement for legal counsel and take no responsibility for case outcomes in any manner. Any opinions or thoughts discussed are merely that and should not be considered as “advice” or “counsel.” It is your responsibility to provide all materials, review and finalize any and all documents, ensure that they are accurate and true, and that you are fully satisfied with them prior to submission. For clarity, the client shall maintain full responsibility for all submissions. PharmaGuide, its directors, employees, shareholders, partners, and affiliates will in no way be held responsible for any outcome(s) in any manner. All services are fully confidential except as required by law or court order.
  1. Confidentiality
  • a. Each party agrees that any information which is either confidential or proprietary in nature, including all information relating to a party’s customers, suppliers, technical, financial, or business information, disclosed by or on behalf of a party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the performance of this Agreement is confidential (“Confidential Information”). The Receiving Party agrees that it will not use the Confidential Information of the Disclosing Party for any purpose other than for the purpose of performing its obligations and exercising its rights under this Agreement, or reproduce or disclose, in whole or in part, the Confidential Information of the Disclosing Party to any third party, except to its officers, directors, and employees who need to know the Confidential Information and who have undertaken to treat the Confidential Information in accordance with the provisions of this Section. The Receiving Party agrees that it will safeguard the Confidential Information of the Disclosing Party from disclosure in accordance with this Agreement, using no less than a reasonable standard of care. In the event that the Receiving Party becomes compelled by law or order of court or administrative body to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will be entitled to disclose such Confidential Information, provided that (i) the Receiving Party provides the Disclosing Party with prompt prior written notice of such requirement to allow the Disclosing Party to take any necessary action to safeguard the Confidential Information; and (ii) if required to disclose, the Receiving Party will furnish only that portion of the Disclosing Party’s Confidential Information which is legally required and will exercise its best efforts to obtain assurances that the Confidential Information will be treated in confidence.
  • b. Notwithstanding anything to the contrary herein, the following will not constitute “Confidential Information” for the purposes of this Agreement: (i) information that the Receiving Party can show, by documented evidence, was known by it prior to the disclosure thereof to it or independently developed by it without using the Confidential Information; (ii) information that is or becomes generally available to the public other than as a result of a disclosure directly or indirectly by the Receiving Party in breach of this Agreement; (iii) information that is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not known by the Receiving Party to be subject to any prohibition against transmitting the information to the Receiving Party; or (iv) information for which the Disclosing Party has authorized the relevant disclosure or other use. For greater certainty, Aggregate Data is not Confidential Information of the Pharmacy.
  • c. The PHOX and the PharmaGuide Content are the Confidential Information of PharmaGuide, and the Pharmacy will not, and will cause the Authorized Users not to, without the prior written consent of PharmaGuide: (i) disclose any information regarding the PHOX and the PharmaGuide Content, including the existence of the PHOX, to any third party (whether any pharmaceutical companies, physicians or pharmacies, technology providers, or other third parties); and (ii) use, reverse engineer, reproduce, copy, or replicate the PHOX, the PharmaGuide Content, or any aspect thereof, or attempt to do any of the foregoing.
  • d. Pharmacy will ensure that each Authorized User protects the security of their username and password and logs out of the PHOX after each session. Pharmacy will promptly notify PharmaGuide in the event of any actual or suspected unauthorized access of the PHOX or if any username or password has been compromised or is suspected to have been compromised. Pharmacy will be responsible for any unauthorized access to the PHOX using any Authorized User’s username or password.
  • e. Pharmacy will in no event disclose or make available any personal information of any patient or other individuals to PharmaGuide without the prior consent of such individuals or other lawful authority under PHIPA or PIPEDA. Pharmacy will be responsible for compliance, and will comply, with all applicable laws relating to such disclosure or access.
  1. Indemnity Pharmacy will indemnify and hold PharmaGuide and its officers, directors, employees, agents, and representatives harmless from all third-party claims and any losses, liabilities, damages, suits, actions, costs, penalties, and demands relating thereto arising out of or relating to: (i) Pharmacy’s or any Authorized User’s breach of this Agreement; (ii) Pharmacy’s failure to obtain any required consent or to comply with its obligations as health information custodian under PHIPA, PIPEDA, or other applicable privacy laws; or (iii) Pharmacy’s acts or omissions in connection with any Affiliated Group, Module Sponsor, or separate data sharing arrangement.
  2. Limitation of Liability
  • a. In no event will PharmaGuide be liable to Pharmacy, Authorized Users, or any third party for any indirect, special, incidental, consequential, punitive, or exemplary damages whatsoever, including for loss of profit, loss of savings, loss of data, loss of revenue, loss of goodwill, regulatory fines or penalties imposed on the Pharmacy, and failure to recognize anticipated revenues.
  • b. PharmaGuide’s aggregate liability arising out of or relating to this Agreement, the PHOX, the PharmaGuide Content, any Security Incident, or any privacy breach will in no event exceed the amount paid by the Client to PharmaGuide Inc. over the most recent six (6) months preceding the event giving rise to liability.
  • c. This Section will apply regardless of the cause of action, whether in tort (including negligence), contract, statute, or otherwise, and even if PharmaGuide has been advised of the possibility of such damages.
  1. Term and Termination
  • a. This Agreement will be effective as of the Effective Date and will continue for the License Term.
  • b. Either party may terminate this Agreement in the event of a material breach of this Agreement by the other party which has not been cured within thirty (30) days of notice thereof by the non-breaching party to the breaching party, provided that PharmaGuide may terminate this Agreement immediately by notice to Pharmacy in the event of a breach of Section 2, Section 7, or Section 11 by Pharmacy or any Authorized User.
  • c. Upon expiry or termination of this Agreement, Pharmacy will immediately cease using and delete the PHOX, and cause the Authorized Users to cease using and delete the PHOX.
  • d. Pharmacy agrees to continue to abide by the terms and conditions outlined in Section 2 for five (5) years after the expiry or termination of this Agreement.
  • e. Upon expiry or termination of this Agreement, PharmaGuide Inc. will destroy/sanitize any related data once the retention period has ended, in accordance with Section 6. For greater certainty, PharmaGuide’s rights with respect to Aggregate Data and PharmaGuide Advancements created prior to termination or expiry will survive under Section 7(i).
  • f. Termination for Convenience by Pharmacy. Subject to any Committed Term and to Section 14(g), the Pharmacy may terminate this Agreement for any reason, or for no reason, upon thirty (30) days’ written notice to PharmaGuide. Such notice may be given by email from the Pharmacy’s designated contact to info@pharmaguide.ca, or by any other method of notice set out in Section 15(i). PharmaGuide may, at its discretion, process the Pharmacy’s termination request immediately upon receipt. Termination under this Section does not entitle the Pharmacy to any refund of fees paid, or to any relief from obligations accrued prior to the effective date of termination, except as expressly agreed by PharmaGuide in writing.
  • g. Early Termination Fee. If the Pharmacy terminates this Agreement under Section 14(f) before the expiry of a Committed Term (an “Early Termination”), the Pharmacy shall pay PharmaGuide, within thirty (30) days of the effective date of the Early Termination, an early termination fee equal to fifty percent (50%) of the fees that would have been payable to PharmaGuide for the remainder of the Committed Term had this Agreement not been terminated (the “Early Termination Fee”). For greater certainty, the Pharmacy also remains liable for all fees accrued and unpaid up to and including the effective date of termination, without offset. The parties acknowledge and agree that the Early Termination Fee represents a genuine pre-estimate of the damages PharmaGuide would suffer as a result of the Early Termination, and is not a penalty. This Section 14(g) does not apply where the Pharmacy terminates this Agreement under Section 14(b) for PharmaGuide’s uncured material breach.
  1. General
  • a. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties, and there are no representations, warranties, or other agreements between the parties.
  • b. Governing Law. This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein.
  • c. Interpretation. In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the words “including” or “includes” in this Agreement is to be construed as meaning “including, without limitation” or “includes, without limitation,” respectively.
  • d. Amendment. Except as expressly set out in Section 15(n) (Modification of Terms), no amendment or modification of this Agreement or any Section of this Agreement is binding unless it is in writing and executed by each party.
  • e. Waiver. No waiver of this Agreement or any Section of this Agreement is binding unless it is in writing and executed by the party to be bound. No waiver of, failure to exercise, or delay in exercising, any Section of this Agreement constitutes a waiver of any other Section, whether or not similar, nor does any waiver constitute a continuing waiver unless otherwise expressly provided.
  • f. Severability. If any Section of this Agreement, in whole or in part, is or becomes illegal, invalid, void, voidable, or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity, or unenforceability of that Section, in whole or in part, will not affect the legality, validity, or enforceability of the remaining Sections of this Agreement, in whole or in part, or the legality, validity, or enforceability of that Section, in whole or in part, in any other jurisdiction.
  • g. Relationship of the Parties. The parties are independent contractors and nothing herein will be construed to, and does not, create a relationship of agency, partnership, employment, or joint venture. Each party will not have the authority to bind the other party without the other party’s prior written consent.
  • h. Assignment. Neither this Agreement nor any right or obligation under this Agreement may be assigned by Pharmacy without the prior written consent of PharmaGuide.
  • i. Notice. All notices under this Agreement will be in writing and delivered personally or by courier, or sent by prepaid registered mail, to: PharmaGuide: 14-44 East Beaver Creek Rd. Richmond Hill, Ontario, L4B 1G8 Contact: Faddy Morgan — Chief Operating Officer Email: info@pharmaguide.ca Pharmacy: At the address and to the contact specified on the cover page. or at any other address as a party may at any time advise the other party by notice given or made in accordance with this Section. Any notice delivered in accordance with this Section to the party to whom it is addressed will be deemed to have been given or made and received on the day it is delivered at that party’s address, provided that if that day is not a Business Day then the notice will be deemed to have been given or made and received on the next Business Day. Any notice sent by prepaid registered mail will be deemed to have been given or made and received on the fifth Business Day after which it is mailed. If a strike or lockout of postal employees is then in effect, or generally known to be impending, every notice must be delivered personally or by courier.
  • j. Survival. Sections 2(b), 3, 5, 6, 7, 8, 9 (with respect to any fees or amounts accrued or owing prior to termination), 10(c), 11, 12, 13, 14(g), and 15 will survive the termination or expiry of this Agreement.
  • k. Audit. During the License Term and thereafter, PharmaGuide will have the right to audit during business hours Pharmacy’s use of the PHOX and compliance with this Agreement.
  • l. Publicity. The Pharmacy hereby authorizes PharmaGuide to use the name and logo of the Pharmacy in marketing materials and presentations, and to name the Pharmacy as a client on PharmaGuide’s website.
  • m. Counterparts. This Agreement may be executed and delivered by the parties in one or more counterparts, each of which will be an original, and those counterparts will together constitute one and the same instrument. A document signed and transmitted electronically by facsimile or email is to be treated as an original and will have the same binding effect as an original signature on an original document.
  • n. Modification of Terms. PharmaGuide may update or modify these Terms from time to time to reflect changes in the Platform, PharmaGuide’s operations, legal or regulatory requirements, industry practice, or otherwise in PharmaGuide’s reasonable discretion. PharmaGuide will provide notice of any material change at least thirty (30) days prior to its effective date by one or more of the following methods: (i) email to the Pharmacy’s designated contact; (ii) in-product notification within the Platform; or (iii) posting the updated Terms on PharmaGuide’s website or support portal. Non-material changes (such as typographical corrections, clarifying edits, or changes required by law on shorter notice) may be made effective upon posting. The Pharmacy’s continued access to or use of the Platform on or after the effective date of any updated Terms constitutes the Pharmacy’s acceptance of those updated Terms. If the Pharmacy does not agree to the updated Terms, the Pharmacy’s sole and exclusive remedy is to terminate this Agreement by written notice to PharmaGuide prior to the effective date, in which case the survival provisions of Section 15(j) will apply.
  • o. Co-Branded and White-Label Versions. The Pharmacy acknowledges that PharmaGuide may make the Platform available to the Pharmacy under different brand names, logos, user interfaces, or product identities pursuant to arrangements with partners, resellers, buying groups, banners, manufacturers, or other affiliated organizations (each such version, a “White-Label Version”). Each White-Label Version is the same underlying Platform operated by PharmaGuide, and these Terms apply to the Pharmacy’s access to and use of any White-Label Version to which the Pharmacy is given access, regardless of the brand name, logo, or user interface under which it is presented. References in these Terms to “PHOX” or the “Platform” include all White-Label Versions. Where a partner provides its own terms of use, end-user agreement, or service terms in respect of a White-Label Version, those terms are supplementary to, and do not modify, limit, or supersede, these Terms. In the event of any conflict between such partner terms and these Terms with respect to any matter addressed in these Terms — including data residency, data use, de-identification, security, privacy, breach notification, disclaimers, indemnity, and limitation of liability — these Terms prevail as between the Pharmacy and PharmaGuide.
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