Welcome to PDCI.

These Terms of Use contain the terms and conditions that govern your access to PDCI Data Services or your use of PDCI Client Portals and shall apply to the provision of Services by PDCI Market Access, a division of McKesson Canada Corporation (“PDCI) to Client under the Master Data Service Agreement entered into between the Parties, or PDCI’s quotation of Services as approved by Client (“Service Agreement”) to which these Terms of Use attach. No other terms and conditions of Client shall at any time form a part of the content of the Service Agreement between the Parties, unless expressly agreed by PDCI in writing. In the event of inconsistency between these Terms of Use and the Service Agreement, the terms set out in the Service Agreement shall prevail.

Whenever you access PDCI Data Services or use Client Portals, you agree to be bound by all of the terms and conditions of these Terms of Use. If you don’t agree to all the terms and conditions set forth herein, you must not access PDCI Data Services or use Client Portals.

1. DEFINITIONS

In addition to any definitions made in the Service Agreement, the following capitalized terms shall have the following meanings:

• “Authorized User(s)” means the individual(s) listed by Client in the Service Agreement, who have been granted a right to access PDCI’s Data Services, whether an employee of Client or a representative of a third-party contractor of Client, all at the sole and exclusive responsibility of Client.
• “Client Portals” means the PDCI portals through which PDCI provides Data Services to Client, including PDCI Market Access Client Portal, as fully described in the Service Agreement.
• “Client” means the Party identified in the Service Agreement.
• “Confidential Information” means non-public information in any form that is designated as confidential, or a reasonable person knows or reasonably should understand to be confidential (including without limitation, the terms of the Service Agreement, the fees, any tool or software received from PDCI, and all information concerning Client and Client’s use of the Services disclosed to PDCI by Client, or developed as a result of Client’s use of the Services. The following types of information, however marked, are not Confidential Information: that which (i) is, or becomes, publicly available without a breach of these Terms of Use or the Service Agreement; (ii) was lawfully known to the receiving Party without an obligation to keep it confidential; (iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential; or (iv) is independently developed.
• “Data Services” means the data services provided by PDCI to Client as fully described in the Service Agreement.
• “Intellectual Property Rights” means all intellectual property rights, including but not limited to: (i) any patent, patent application, trademark (whether registered or unregistered), trademark application, trade name, service mark (whether registered or unregistered), service mark application, copyright (whether registered or unregistered), copyright application, trade secret, know-how, process, technology, development tool, ideas, concepts, design right, moral right, data base right, methodology, algorithm or invention, (ii) any right to use or exploit any of the foregoing, and (iii) any other proprietary right or intangible asset.
• “Party” or “Parties” mean PDCI and Client, and their authorized representatives from time to time.
• “Service Agreement” means the Master Data Service Agreement entered into between the Parties for the provision of Services by PDCI to Client, including its appendices and statement(s) of work.
• “Service Fees” means the fees payable by Client to PDCI under the Service Agreement for the agreed Services.
• “Service(s)” means all services provided by PDCI to Client under a Service Agreement, which include Data Services.

2. DESCRIPTION OF SERVICES

2.1. Services

During the term of the Service Agreement and upon payment of Service Fees, PDCI agrees to provide Client a non-exclusive, non-transferable, non-assignable, right to (i) view and use the Services; (ii) electronically access any portals, including Client Portals, and to allow its end-users to access the Client Portals; and (iii) to publish or present in any manner whatsoever the results of its internal analysis of the data in the Services, subject to any limitations in the Service Agreement, solely for the Client’s internal business purposes and in accordance with these Terms of Use.

2.2. Limitation on Access

Access to the Services and Client Portal shall only be available to Authorised User(s) and may not be shared with other persons, either internally or externally, except as expressly provided in the Service Agreement. Client will provide a list of Authorized User(s) to be updated on a quarterly basis. The number of Authorized User(s) will not be limited. Each Authorised User must have an active Client email address.

Client shall comply with all laws, regulations and sanctions applicable to its access to and use of the Services. PDCI reserves the right to monitor Client’s use of the Services to ensure compliance with the foregoing.

2.3. Suspension of Services

PDCI may suspend or interrupt the provision of the Service to Client, either entirely or partly, and without any liability to Client if: (i) it is necessary for repairs, maintenance or other similar actions, including security updates, in which case PDCI endeavours to notify Client of the interruption in advance to the extent reasonably possible; (ii) Client fails to pay any part of undisputed Service Fees after having been notified of the failure by PDCI, it being understood that failure to duly pay the Service Fees is also considered as a material breach; (iii) Client’s actions or omissions relating to the use of the Service interfere with or prevent the normal operation of the Service or otherwise cause, or are likely to cause, harm, damage or other detrimental effects to the Service, PDCI or other users of the Service; (iv) there are reasons to suspect that Client’s credentials have been wrongfully disclosed to an unauthorised third party and the Service is being used under such credentials; (v) Client uses the Service in breach of the Service Agreement and has not remedied the breach without delay after having been notified thereof by PDCI or uses the Service in violation of any applicable laws, regulations or regulatory provisions; or Client enters into liquidation, is declared bankrupt or is otherwise deemed insolvent, or a petition is filed for any of the foregoing, or Client ceases its business.

2.4. Client Portals

Client is responsible for end-users’ use of any Client Portals and that the end-user is made aware of the terms, conditions and limitations of the Client Portals set forth herein and ensuring that the end-user will not (i) engage in any activity that could compromise the security of or disrupt or interfere with the Client Portal; (ii) circumvent, decrypt or bypass any technology that is used to protect the Client Portal; or disassemble, decompile, or reverse engineer any software included and/or use in Client Portal. Client agrees that from time to time the Client Portal may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which PDCI may undertake from time to time; or (iii) causes beyond the control of PDCI or which are not reasonably foreseeable by PDCI, including, without limitation, interruption or failure of telecommunication or digital transmission links, including delays or failures due to Client’s Internet service provider, hostile network attacks, network congestion or other failures. Client agrees that PDCI has no control over the stability and throughput speed of the Internet or the availability of the Client Portal on a continuous or uninterrupted basis. Client shall be solely responsible for providing, maintaining and ensuring compatibility with Client Portal, including securing Internet access connections.

2.5. Passwords

Client agrees to assume sole responsibility for the security of any passwords issued by PDCI to Authorised User(s) for accessing the Services. Such passwords are subject to cancellation or suspension by PDCI with notice at any time PDCI reasonably believes Client has breached these Terms of Use.

2.6. Ownership

The Parties understand and agree that the Services provided by PDCI represent pre-existing Intellectual Property of PDCI, and all rights, title and interest, including any Intellectual Property Right in the Services are and remain exclusively owned by PDCI and its licensors.

3. CONFIDENTIALITY

3.1. Duty of Confidentiality

Except as permitted hereunder, neither Party shall use the other Party’s Confidential Information without the other Party’s written consent or disclose the other Party’s Confidential Information except: (A) to employees, contractors or consultants only if they have a need to know about it for purposes of the Services and subject to the confidentiality obligations similar to the ones set out herein, or (B) if required to comply with a court order or other government demand that has the force of law, in which case the Party shall seek the highest level of protection available and, when possible, give the other Party enough prior notice to provide a reasonable chance to seek a protective order.

PDCI shall not (a) disclose to Client any information which is confidential and/or proprietary to a third party without first obtaining the written consent of both such third party and Client and (b) use Confidential Information for any purpose other than that indicated in the Service Agreement without Client’s prior written approval.

3.2. Protection

Furthermore, each Party shall: (i) take reasonable steps to safeguard the other Party’s Confidential Information, which steps shall be at least as protective as those the Party takes to protect its own confidential information; and (ii) cooperate in any reasonable way to help the other Party regain control of the Confidential Information and prevent further unauthorized use or disclosure.

3.3. Return of Information

Without prejudice to any other rights provided herein, upon termination of the Service Agreement or any statement of work under the Service Agreement, each Party shall return to the other Party all Confidential Information of the other Party in its possession or control, or at the other Party’s option, destroy such Confidential Information, including any copies or reproductions thereof, with such destruction confirmed in writing.

3.4. Compelled Disclosure

In the event either Party becomes compelled by law or order of a Court of Law or administrative body to disclose any Confidential Information provided pursuant to the Service Agreement, such Party shall be entitled to disclose such Confidential Information, provided that it (i) provides the other Party, to the extent possible, with prompt prior written notice so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of these Terms of Use or the Service Agreement; and (ii) if required to do so, it shall furnish only that portion of the other Party’s Confidential Information which is legally required and shall use commercially reasonable efforts to obtain assurances that Confidential Information will be treated in confidence.

4. LIABILITY

4.1. Limitation of Liability

In no event will PDCI be liable to Client or to any other entity arising out of or related to these Terms of Use for any (a) special, indirect, incidental or consequential damages, loss of data or profit or business interruption, or (b) in an aggregate and cumulative amount exceeding the fees paid by the Client to PDCI under the Service Agreement in the twelve (12) months preceding the event giving rise to compensation. The Parties understand and accept this allocation of liability and risk.

4.2. Disclaimer

Except as expressly set forth herein, the services to be provided hereunder, the Services are provided “as is” and “as available”. PDCI disclaims all statutory representations, conditions and warranties, express or implied, including but not limited to any implied warranties of merchantability, accuracy, integrity, freedom, or fitness for a particular purpose, or arising from course of performance or course of dealing, or that services or the application will provide error-free or uninterrupted functionalities.

Notwithstanding the foregoing, PDCI represents and warrants that the Services provided hereunder shall not violate or infringe upon any patent, copyright, trademark, trade secret, or other intellectual property right of any third party.

4.3. Force Majeure

PDCI shall have no liability to the Client under these Terms of Use if it is prevented from or delayed in performing its obligations under the Service Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.

Updated: November 16, 2021