Medchart B2B Portal Terms of Use

Last Updated: May 1, 2019

Acceptance

It is important that you (“Client”) read all the following terms andconditions carefully. This Terms of Use Agreement (“Agreement") isa legal agreement between you and MedChart Inc. (“MedChart”, “Us”,“Our” or “We”), which is the owner and operator of the MedChartbusiness-to-business Portal website (“B2B Portal”). It states theterms and conditions under which you may access and use the B2B Portal and allportals and all written and other materials displayed or made available throughthe B2B Portal, including, without limitation, articles, text, photographs,images, illustrations, audio clips, video clips, computer software, and linksto third party sites (“Content”).

By accessing and using the B2B Portal, you are indicating your acceptance to be bound by the terms and conditions of the Agreement. You understand that these terms apply in addition to, and do not replace, the General Terms and Conditions of the MedChart website, which can be found at https://www.medchart.ca/Home/Resources. Where the terms of this Agreement and the General Terms and Conditions are in conflict, these terms shall have precedence only when governing the use of the B2B Portal.

IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR USE THE B2B PORTAL.

MedChart may revise this Agreement at any time without notice. Please check the B2B Portal Terms of Use frequently for updates by checking the date of "Last Update" at the top of this document. Use of the B2B Portal after such changes are posted will signify your acceptance of these revised terms.

Registering for the B2B Portal Account

If you enrol in MedChart’s services and consent to participate in the B2B Portal, you will be shown how to create your B2B Portal administrator account (“B2B Account”) and how to use the B2B Portal securely, in accordance with MedChart's information management policies and procedures including those pertaining to the collection, use and disclosure of personal health information. Features and functions of the B2B Portal and MedChart's policies and procedures for information handling may change without notice and it is your responsibility to ensure that you understand how to use the B2B Portal in accordance with these updated policies and procedures.

Your B2B Account will be password protected and only you will have access to the B2B Portal using this account. Your B2B Account consists of an online user name (“User Name”) and a password (“Password”). In order to receive a B2B Account, you agree (i) to provide, true, accurate, current and complete information as prompted by a registration form about you and/or the individual in your organization responsible for administrating the B2B Account; and (ii) to maintain and promptly update your information to ensure it remains true, accurate, current and complete. If MedChart has reasonable grounds to suspect that your information is untrue, inaccurate, not current or incomplete, MedChart has the right to suspend or terminate your B2B Account and your access to all or part of the B2B Portal. MedChart’s use of any personally identifying information you provide as part of the registration process is governed by the terms of the MedChart Privacy Policy. You are responsible for maintaining the confidentiality of the Password you use in association with your B2B Account and are responsible for all activities that occur under your User Name and Password. You agree to notify MedChart immediately of any unauthorized use of your User Name and/or Password or any other breach of security, and to ensure that you log out from your B2B Account at the end of each session. MedChart will not be liable for any loss or damage arising from your failure to protect your User Name or Password from loss or inappropriate use.

Secondary Users Linked to the B2B Account

Your B2B Account has the ability to add subordinate users (“B2B Users”) to access your B2B Portal resources and to assign access permission levels to each of your B2B Users. Each B2B User linked to your B2B Account has its own User Name and Password, and must be assigned and used by a single person within your organization. In order to add B2B Users, you agree (i) to provide, true, accurate, current and complete information as prompted by a registration form about the individuals in your organization who will access your B2B Portal resources; and (ii) to maintain and promptly update the information of these individuals to ensure it remains true, accurate, current and complete. If MedChart has reasonable grounds to suspect that the information you provided is untrue, inaccurate, not current or incomplete, MedChart has the right to suspend or terminate the associated B2B User and/or your B2B Account and your access to all or part of the B2B Portal. MedChart’s use of any personally identifying information you provide as part of the registration process is governed by the terms of the MedChart Privacy Policy. Each person assigned as your B2B User must abide by this Agreement and the MedChart Website General Terms and Conditions of Use. You are responsible for applying the correct access permission levels to your B2B Users and for supervising the use of the B2B Portal by your B2B Users. MedChart will not be liable for any loss or damage arising from the actions of your B2B Users on the B2B Portal.

B2B Portal Content is Not a Substitute for Medical Advice

Always seek the advice of a physician, or other qualified health care provider properly licensed to practice medicine or general health care in your jurisdiction, concerning any questions you may have regarding any information obtained from the B2B Portal. Information obtained on the B2B Portal is not exhaustive and does not cover all diseases, ailments, physical conditions or their treatment. Any tools, calculators or quizzes provided on the B2B Portal are provided for general informational and illustrative purposes only, and are not intended to be a substitute for, medical advice. You should not act or abstain from acting based on any information provided by any such tool.

Limitations of the B2B Portal as Communications Tool

Do not use the B2B Portal to communicate or treat medical emergencies. If there is a medical emergency, call a physician, qualified health care provider or 911 immediately. Under no circumstances should Portal users attempt self-treatment based on anything you seen or read on the B2B Portal.

The B2B Portal does not create physician-patient relationships. The presentation of information on the B2B Portal does not establish a physician-patient relationship between users and MedChart.

Third-Party Links

The B2B Portal contains third party content and links. The B2B Portal does not endorse nor have any responsibility for content or providers of third party links. Neither MedChart nor its employees, agents, officers or directors have any responsibility or liability for, or (unless clearly stated on the B2B Portal) recommend or endorse, any information or brand of products or portals that may be available on the B2B Portal through such content or links. In addition, MedChart prohibits any link to the B2B Portal at any time made without the consent of MedChart and may remove a link without notice. Upon the request of MedChart you agree to remove any link to the B2B Portal you may have acquired or stored.

Closing of Accounts

Participation in the B2B Portal by each Client is entirely voluntary. You may discontinue your participation in the B2B Portal at any time by notifying MedChart. Should you discontinue your participation in the B2B Portal, or if your access to the B2B Portal is discontinued or terminated for any reason, your B2B Account User Name and Password will be deactivated. Where a B2B Account holder decides to discontinue participation in the B2B Portal, access by all B2B Users linked under that B2B Account will be terminated and their User Names and Passwords deactivated.

Electronic Communication

We will consider any electronic communication received from you or in your name to be duly authorized by you. A copy of any electronic communication will be admissible in any legal, administrative or other proceedings in the same manner as an original document in writing. You agree to waive any right to object to the introduction of any copy of electronic communications in evidence.

Electronic Notices to Client

MedChart will send you notifications, alerts and other communications by email (at the email address provided on your B2B Account) and/or through the B2B Portal, including:

  • Alerts and requests for information in relation to identity theft and other fraud or security-related activities;
  • Requests for information that may be required in connection with MedChart’s legal obligations;
  • Notifications containing legal disclosures;
  • Communications arising from all manner of legal actions, causes of action, complaints, claims, applications to administrative tribunals, legal demands or otherwise;
  • Notifications of corporate actions that require your attention;
  • Alerts providing you with reminders or Account-related instructions;
  • And other Account-related alerts requested by you.

You agree that receipt of these notifications, alerts and other communications by email as determined by MedChart is a mandatory and integral part of your Account.

Risks of Using Email

The security of e-mail messages is not guaranteed. Messages sent to, or from, MedChart may be seen by others using the Internet. E-mail is easy to forge, may be accidentally forwarded, and may exist indefinitely. For this reason, it is recommended that you do not use e-mail to discuss information you think is sensitive. If you decide to use e-mail, please inform MedChart if there are certain types of information that you do not want to discuss by e-mail. Do not use e-mail in an emergency because e-mail can be delayed.

Privacy of Personal Information & Personal Health Information

At the time of B2B Account registration on the B2B Portal, by accepting this Agreement you provide MedChart with your express consent to collect, use and dispose of your personal information and personal health information that you provide to MedChart in accordance with Our Privacy Policy found at https://www.medchart.ca/Home/Resources, for the purpose of providing you, and any person you authorize, with consolidated online access to personal health information on the B2B Portal.

Client personal information and personal health information contained on the B2B Portal will be password protected and only MedChart, the Client, and persons authorized by the Client will have access to the Client's personal health information. All personal health information collected on the B2B Portal will be held in the strictest confidence by MedChart in accordance with MedChart's Privacy Policy.

You can permanently remove your Personal Information and Personal Health Information from your B2B Portal Account at any time. In case you want to recover the deleted information, MedChart may be able, at its sole discretion, to retrieve a back-up copy of the Personal Health Information which was stored on the B2B Portal for up to 30-days after you instruct the B2B Portal to delete this information. Otherwise, your Personal Information and Personal Health Information, including anythat you paid for through the use of the B2B Portal, are permanently removed from the B2B Portal and must be recreated on the B2B Portal or repurchased.

Your B2B Account and B2B User(s) may use the B2B Portal for the purposes listed in the B2B Portal Description. In the event that you or your B2B Users save, print, fax, or transmit copies of your clients’ Personal Information or Personal Health Information from the B2B Portal (“Downloaded Information”), you are responsible for maintaining the privacy and security of this information and must only access, use, or transmit this Downloaded Information according to client consent. MedChart will not be liable for loss, theft, or any consequences arising from misuse of Downloaded Information.

Any Client personal information and personal health information placed on the B2B Portal or otherwise provided to MedChart, in which all personal identifiers have been removed, such that the information could not reasonably be used to identify the individual, is not considered confidential information (“De-Identified Information”). You agree that in the event you delete your Personal Information and Personal Health Information from the B2B Portal, MedChart may maintain a copy in the form of De-Identified Information. MedChart is under no obligation to refrain from reproducing, publishing or otherwise using this De-Identified Information, and may use them, in any way or for any purpose. You agree to not assert any ownership right of any kind on such information (including, without limitation, copyright, trademark, patent, unfair competition, moral rights, or implied contract) and you hereby grant a royalty-free, perpetual, non-exclusive, irrevocable, unrestricted, worldwide licence to MedChart to use, copy and display all De-Identified Information, and waive the right to receive any financial or other consideration in connection with such De-Identified Information.

B2B Portal Information and Features

Unless granted in a specific license between you and MedChart, provision by MedChart of the B2B Portal and any of its specific functions is entirely voluntary. MedChart reserves the right at any time, and from time to time, to modify or terminate, temporarily or permanently, the B2B Portal, its Content or any part or function thereof, with or without notice to you. MedChart shall have no liability to you or any third party for any such modifications, suspensions or discontinuance of the B2B Portal or any part thereof. In the event of any termination, you are no longer authorized to access the B2B Portal, its Content or any part or function thereof, affected by such termination. The restrictions imposed on you with respect to material downloaded from the B2B Portal and the disclaimers and limitations of liabilities set forth in this Agreement shall survive any discontinuance or termination of the B2B Portal or this Agreement.

Further, the B2B Portal, the Content, and Postings (as defined below) are provided "AS IS". MedChart makes no representation, warranties or covenants, express or implied, regarding the B2B Portal, Content, and Postings, including, without limitation, no representation, warranty or covenant that (i) the functions of or the content made available through the B2B Portal will be uninterrupted or virus-free or error-free, or that the content will be accurate, authentic, complete, current, reliable, or timely; or (ii) that communications to or from the B2B Portal will be secure and/or not intercepted; note that any information sent or received over the internet is generally not secure. The B2B Portal may transmit personal health information over the public internet. Information transmitted over the internet may be subject to inadvertent loss or theft. While MedChart will undertake all reasonable protection measures MedChart cannot guarantee the security of any information transmitted to or from the B2B Portal. By using the B2B Portal, you agree that your access and use of the B2B Portal and the Content is entirely at your own risk and liability.

Rules Governing Postings Made to the B2B Portal

The B2B Portal may provide features which allow you to participate in discussion groups, to communicate with MedChart, its agents and other 3rd party users and to otherwise post/execute/finalize/upload/communicate information, files, documents, or other materials (including, without limitation, agreements, medical request forms, consent forms, powers of attorney, and patient-related materials) ("Postings"). MedChart does not control the content of any Posting and has no obligation to monitor any Posting. While MedChart may attempt to delete insulting, offensive or inaccurate Postings, it cannot prevent them from being uploaded and is not responsible for their content or any damages resulting therefrom. However, MedChart reserves the right at all times to disclose any information necessary to satisfy any law, regulation, or governmental or law enforcement request, or to edit, refuse to upload or to remove any Posting, in whole or in part, that, in MedChart 's sole discretion, is objectionable, inaccurate, misleading or in violation of the Agreement. For greater certainty, MedChart will fully cooperate with any legal obligation to disclose the identity of anyone posting threatening, libellous, obscene, pornographic, profane or otherwise offensive or illegal materials. You acknowledge that you alone are responsible for the content of Postings to the B2B Portal and the consequences thereof. The MedChart Portal is used by multiple users and we ask that each user respect the rights of each other user of the Portal. It is a condition of your use of the B2B Portal that you do not:

  • Restrict or inhibit another user from using and enjoying the Portal, interfere or attempt to interfere with the proper workings of the B2B Portal or do anything which, in the sole discretion of MedChart, imposes an unreasonable or disproportionately large burden on the B2B Portal infrastructure;
  • Post or transmit any unlawful, abusive, defamatory or obscene information of any kind, including, without limitation, any information constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law;
  • Execute, post or transmit any content, information or documents that you know to be inaccurate, inauthentic, fraudulent, deceptive, improperly made or obtained, or which you do not have the lawful authority to execute, post or transmit;
  • Post or transmit any information, including, without limitation, articles, images, stories, software, or other material, which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights, or which is protected by any intellectual property rights, including, without limitation, copyright, patent, trade secret, trademark, or other proprietary rights herein or derivative works with respect thereto, without first obtaining permission from MedChart or rights holder;
  • Post or transmit any information or material which contains a virus or another harmful component;
  • Post or transmit "junk mail", "chain letters", unsolicited mass mailing or "spam";
  • "Mine" or otherwise use the B2B Portal for commercial purposes, including, without limitation, posting, or transmitting any information or material which contains advertising, which engages in commercial activities, solicitations or sales, or which involves contests, sweepstakes, advertising and pyramid schemes; or
  • Engage in any other behaviour in connection with the B2B Portal which MedChart in its sole discretion determines is objectionable.

Subject to any applicable law, any Postings made using this B2B Portal or otherwise made to MedChart, excluding those containing your personal information or your personal health information, are made on a non-confidential basis. Any data contained in the Postings in which all personal identifiers have been removed, such that the information could not reasonably be used to identify the individual, is not considered personal information and is non-confidential information. MedChart is under no obligation to refrain from reproducing, publishing or otherwise using them, and may use them, in any way or for any purpose. You agree to not assert any ownership right of any kind in such communications (including, without limitation, copyright, trademark, patent, unfair competition, moral rights, or implied contract) and you hereby grant a royalty-free, perpetual, non-exclusive, irrevocable, unrestricted, worldwide licence to MedChart to use, copy and display all Postings, and waive the right to receive any financial or other consideration in connection with such Postings including, without limitation, acknowledgement of yourself as the source of such Postings. For greater certainty, MedChart shall not use or disclose your personal information and personal health information without your consent.

Sharing Function

In the case that you or your B2B Users choose to use the Sharing Function, you consent to MedChart disclosing selected Personal Information and Personal Health Information (“Shared Information”) to your or your B2B Users’ selected authorized MedChart Portal user(s) (“Sharing Recipients”). You are responsible for verifying the identity of your Sharing Recipients and for clearly communicating to your Sharing Recipients your intentions for giving them access to your Shared Information and/or Account functions. You agree to assume the risk associated with unauthorized and inadvertent disclosure of your Personal Information and Personal Health Information through the use of the Sharing Function. MedChart will not be liable for any loss or damages that result from your use of the Sharing Function on your B2B Portal Account. If another MedChart user (“Sharer”) has authorized you to access, use, and/or control the Sharer’s Shared Information and/or Account functions on your B2B Portal Account, you agree to hold all Shared Information in the strictest confidence, and only use the Shared Information and/or Account functions under the explicit consent of the Sharer and within the limits of this User Agreement. As a B2B Account user, all personal health information that you request on behalf of a client through the B2B Portal is under the client’s explicit consent to share. For greater clarity, the personal health information is owned by the client and shared with you at the client’s discretion.

Fees and Refund Policy

All fees payable to MedChart for services are in Canadian dollars and considered final payments. Where MedChart invoices you for services rendered, payment terms are stated in your specific contract with MedChart or on the invoice. No refunds will be given on fees paid except at the sole discretion of MedChart.

By law, the Health Information Custodian to whom you direct a record request has the right to charge a reasonable fee to recover their time and costs incurred in fulfilling your request for release of medical records. As the requestor, you are responsible for the payment of these Health Information Custodian invoices. For your convenience, when MedChart receives these invoices you will be given an option to have MedChart act as your paying agent in respect of these invoices, in which case you may pay the invoices from the Health Information Custodian online in your MedChart portal, and then MedChart will, acting as your agent, forward payment to your Health Information Custodian. If you refuse to pay a Health Information Custodian invoice, you will not receive the records, or access to the records requested from that Health Information Custodian on MedChart.

Limitation of Liability

In no event shall MedChart and its employees, agents, officers, directors, licensors, and their respective successors and assigns be liable for any damages of any kind, including without limitation, any direct, special, indirect, punitive, incidental or consequential damages, and including without limitation any loss or damages in the nature of or relating to medical injury, personal injury, wrongful death, improper diagnosis, inaccurate information, improper treatment or any other loss incurred in connection with your use, misuse, provision or reliance upon the B2B Portal, the Content, the Postings or your inability to use the B2B Portal, regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise. The foregoing limitation shall apply even if MedChart knew of or ought to have known of the possibility of such damages.

Indemnity

Your participation in the MedChart B2B Portal is entirely voluntary and provided only as a convenience for each client. As a result, you agree to indemnify, defend and hold harmless Medchart, or any one of its employees, agents, officers, directors, licensors, and their respective successors and assigns, from and against any and all claims, demands, liabilities, costs, or expenses whatsoever, including, without limitation, legal fees and disbursements, resulting directly or indirectly from (i) your breach of any of the terms and conditions of this Agreement, or (ii) your access to, use, misuse, provision, reliance upon or inability to access or use the B2B Portal, the Content, or the Postings.

Copyright and Limited Licence

The Content is protected by copyright law and is owned by MedChart, or the party accredited as the provider of the Content. Except as granted in the limited licenses herein, any use of the Content, including modification, transmission, presentation, distribution, republication, or other exploitation of the B2B Portal or of its Content, whether in whole or in part, is prohibited without the express prior written consent of MedChart. Subject to the terms and conditions of the Agreement, you are hereby granted a limited, non-transferable and non-exclusive license to access, view and use the B2B Portal and the Content. You are granted the right to download, store and/or print single copies of items comprising the Content (including, where made available on the B2B Portal, downloads of software), provided that you maintain all copyright and other notices contained in such Content. You may not copy and/or repost items comprising the Content online other than within this B2B Portal. You must also abide by any additional requirements governing the use of any special Content that may be set out in the B2B Portal. In the event of a conflict between the terms of a license governing specific Content and this Agreement, the terms of the specific license shall govern.

General Legal Terms and Conditions

Where use of this B2B Portal is unauthorized in any jurisdiction and where the B2B Portal or any of the Content may violate any laws or regulations, you agree not to access or use the B2B Portal in such jurisdictions. You agree that you are responsible for compliance with all applicable laws or regulations. Any contravention of this provision (or any provision of this Agreement) is entirely at your own risk.

Governing Law and Jurisdiction

The B2B Portal is operated by MedChart from its offices within the Province of Ontario, Canada. You agree that all matters relating to this Agreement, or your access or use of the B2B Portal and its Content shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of laws principles. You agree and hereby submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to all matters relating to your access and use of the B2B Portal and the Content as well as any dispute that may arise therefrom.

Severability

The invalidity or unenforceability of any provision of this Agreement or any covenant contained herein shall not affect the validity or enforceability of any other provision or covenant contained herein and any such invalid provision or covenant shall be deemed severable from the rest of the Agreement.

This is the entire agreement between you and MedChart relating to your access and use of the B2B Portal.

Any questions regarding the general terms and conditions, including in respect of any use or disclosure of the information made available by you, should be directed to:

MedChart Inc.
460 Richmond St W. Suite 503
Toronto, ON
M5V 1Y1

E-mail: contact@medchart.ca
Phone: 1-888-399-7789
Fax: 1-888-720-2212