TERMS AND CONDITIONS OF USE OF INFORMATION ASSETS

These Terms and Conditions of Use shall apply to the access and use of the INFORMATION ASSETS of VIGILANCE SANTÉ INC. ("VIGILANCE"). Any user who accesses the INFORMATION ASSETS, whether through the software as a service, the installed software or the mobile application (the "USER") accepts without limitation or reservation the present terms and conditions.

Without limiting the generality of the foregoing, any USER who is a health professional shall have read and accepted the important provisions relating to professional liability set forth in paragraph 8.

1. DEFINITIONS AND INTERPRETATION

For the purposes of these terms and conditions, the following words and phrases have the following meanings:

• 1.1. "INFORMATION ASSETS" means all banks of information, information, information systems, information technologies including the APPLICATION, the SOFTWARE and the PLATFORM (as defined below), as well as all the information composing them hosted by VIGILANCE, downloaded by a client of VIGILANCE or sent by VIGILANCE to a client;
• 1.2. "APPLICATION" means all the functionalities of one or more programs currently developed by VIGILANCE, or that may be developed in the future, accessible through the PLATFORM;
• 1.3. "ACCESS KEY" means a "token" in the form of an electronic key to allow the USER to access the INFORMATION ASSETS;
• 1.4. "DOCUMENTATION" means any documentation intended for the USER, any instruction manual, online support or policy made available from time to time by VIGILANCE, in connection with the INFORMATION ASSETS;
• 1.5. "SOFTWARE" means all products currently developed by VIGILANCE, or which will be developed in the future, including their programming source code, the programming object code, as well as the applications, databases, photo banks, documentation and updates, upgrades or modified versions thereof, operated by VIGILANCE under the trademarks "RXVIGILANCE", "VIGILANCEdata" and "RXPHOTOS", the main function of which is to provide pharmacological information relevant for drugs used in Canada;
• 1.6. "PLATFORM" means any hardware, operating system, database and environment provided by VIGILANCE, on which the operation of the APPLICATION will be performed;
• 1.7. "PERSONAL INFORMATION" means any information which relates to a natural person and allows that person to be identified under any federal or provincial law governing the protection of personal information and applicable to the USER or to VIGILANCE;
• 1.8. "USER" means any natural or legal person who uses of the INFORMATION ASSETS and who accesses them;

2. USE

• 2.1. Any USER having a right of use of the INFORMATION ASSETS or having an ACCESS KEY, the whole under a contract between the USER and VIGILANCE or any other licensee authorized by VIGILANCE, will have the limited, non-transferable and non-exclusive right to access and use the INFORMATION ASSETS solely under the conditions and for the purposes described herein and within the limits provided for in said contract.
• 2.2. The USER is authorized to access the INFORMATION ASSETS for consultation purposes exclusively, as part of his professional practice if he is a health professional.
• 2.3. Any use not specifically mentioned in the present terms and conditions or not expressly authorized in writing by VIGILANCE is prohibited. Without limiting the generality of the foregoing, it is prohibited for the USER to:
  • 2.3.1. use or allow third parties to use the INFORMATION ASSETS for purposes other than those for which they are intended and designed, in an abusive manner or contrary to the DOCUMENTATION;
  • 2.3.2. make any representation, dissemination, publication or resale of the INFORMATION ASSETS, whether with or without consideration;
  • 2.3.3. use any form of INFORMATION ASSETS any way whatsoever for the purpose of designing, producing, distributing or marketing an installed software, software as a service, a platform or a similar application, equivalent or substitute, except with the prior written consent of VIGILANCE for this purpose;
  • 2.3.4. make any direct or indirect provision of INFORMATION ASSETS to the benefit of a third party, including rental, sale or loan, even free of charge, or entrusting it to any provider in the context of outsourcing, except with the prior written consent of VIGILANCE or if a written agreement was concluded with VIGILANCE for this purpose;
  • 2.3.5. modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to reproduce the components of the INFORMATION ASSETS or authorize or otherwise help others to do so;
  • 2.3.6. perform automated tests or massive download of any kind whatsoever towards the INFORMATION ASSETS without prior permission from VIGILANCE to do so;
  • 2.3.7. plan or execute any attack of any kind on the INFORMATION ASSETS;
  • 2.3.8. monitor the INFORMATION ASSETS without the prior written consent of VIGILANCE;
  • 2.3.9. attempt to gain unauthorized access to any portion of the feature of the INFORMATION ASSETS using an access key that was not delivered to the USER or by any other underhanded means.

3. USER OBLIGATIONS

• 3.1. The USER shall have sufficient computer equipment, bandwidth and access to the network to access the INFORMATION ASSETS.

4. SUSPENSION OF ACCESS RIGHTS

• 4.1. VIGILANCE may at any time suspend the USER’s right of use and access to the INFORMATION ASSETS by means of a written notice to that effect if the USER infringes a provision herein or if VIGILANCE is in the obligation to do so under applicable laws. Where applicable, the USER shall cease all use and access to the INFORMATION ASSETS and, if required by VIGILANCE, destroy all copies of the SOFTWARE and its components, if any, upon receipt of the written notice provided pursuant to the present paragraph.

5. PLATFORM SECURITY AND TECHNOLOGICAL SAFEGUARDS

• 5.1. Through the security rules in place, VIGILANCE protects all the INFORMATION ASSETS, the results, the treatments and the transmissions performed on the PLATFORM, as well as any information, of personal nature or not, which may be transferred by the USER to VIGILANCE when using INFORMATION ASSETS.
• 5.2. Without limiting the generality of the foregoing, the USER acknowledges the characteristics and limitations related to the use of the Internet and, among other things, that:
  • 5.2.1. data transmissions on the Internet only benefit from relative technical reliability, as it circulates over heterogeneous networks with various technical characteristics and capacities that may be saturated at certain times of the day;
  • 5.2.2. some specific networks may be subject to special agreements and access restrictions that do not allow access to the INFORMATION ASSETS, in whole or in part;
  • 5.2.3. data circulating on the Internet is not protected against possible diversions. Although the PLATFORM is equipped with an SSL certificate, communications of all sensitive information is performed by the USER at his own risk; and
  • 5.2.4. the provision of the INFORMATION ASSETS to the USER may be subject to unauthorized third party intrusions and be, therefore, corrupt despite the provision by VIGILANCE of protected access to the USER.
• 5.3. The USER acknowledges and expressly agrees that, in accordance with applicable law, the PLATFORM includes technical devices (cookies or other technologies) which during an Internet connection, may allow the USER via a web service, either automatically or on the initiative of VIGILANCE, to send to VIGILANCE information on the identification of the USER (e.g. IP address); the information obtained by VIGILANCE through these technical devices may be used by VIGILANCE in the fight against counterfeiting, to identify and prevent any possible illicit or non-compliant use of the PLATFORM.
• 5.4. The USER represents and guarantees that all PERSONAL INFORMATION that may be transferred or otherwise made available to VIGILANCE by the USER while using the PLATFORM has been obtained by the USER in compliance with the laws relating to personal information and that any required consent has been duly obtained, when necessary.
• 5.5. VIGILANCE undertakes not to distribute or make available to a third party any personal information that it has received. Without limiting the generality of the foregoing, VIGILANCE may, on the basis of the information transferred to it by the USER, compile anonymized data for purposes of quality assurance, statistics and continuous improvement of the PLATFORM, or when required by law.

6. EXTERNAL LINKS AND INTERACTION WITH OTHER SYSTEMS

• 6.1. Links and references to other independent third-party websites are provided for convenience purposes only. These third-party websites are not under VIGILANCE’s control, and VIGILANCE has not verified them. VIGILANCE is not responsible for the content of these third-party websites and does not endorse the content of such websites. In addition, VIGILANCE assumes no liability for elements, products or services presented or offered therein. VIGILANCE makes no representations or warranties as to the security of the information, including personal information, that the USER may be asked to give to a third party.
• 6.2. In some circumstances, access to INFORMATION ASSETS may require interaction with third-party software, platforms or computer programs. When necessary, the USER may be subject to the terms and conditions of use of third parties that are not under the control of VIGILANCE.

7. DISCLAIMER AND LIMITATION OF LIABILITY

• 7.1. VIGILANCE (as well as its shareholders, officers, directors, employees, associates and contractors) gives no warranty, express or implied with respect to:
  • 7.1.1. the uninterrupted or free from errors, defects, viruses or other harmful elements operation of the INFORMATION ASSETS;
  • 7.1.2. the suitability of the functions and capacity of the INFORMATION ASSETS with the expectations and needs of the USER;
  • 7.1.3. the computer equipment of the USER, its operation and that of its hardware and software components; and
  • 7.1.4. the benefits, financial or otherwise, real or anticipated, positive or not, resulting or likely to result from the use of the PLATFORM.
• 7.2. The USER is solely responsible for: (a) selecting the INFORMATION ASSETS to achieve the expected results; (b) obtaining, procuring, configuring, maintaining, paying for and protecting against any damage or loss of any equipment and service required for the installation and use of the INFORMATION ASSETS; (c) providing a safe and suitable site and environment for the installation and use of the INFORMATION ASSETS; (d) the use, installation, implementation and operation of the INFORMATION ASSETS and the results obtained from them; (e) identifying and preventing the introduction and transmission of viruses, "Trojan horse" intrusion software, worms or other destructive or disruptive components; and (f) maintaining complete and up-to-date backup and archival copies of all data contained on the USER's computer equipment or mobile device prior to installing or using the INFORMATION ASSETS.
• 7.3. VIGILANCE (as well as its shareholders, officers, directors, employees, affiliates, agents and contractors) gives no warranty and may not under any circumstances be held liable to the USER for any fault and any direct or indirect damages in any of the following situations:
  • 7.3.1. changes are made by the USER or by one of its subordinates to the content of the INFORMATION ASSETS;
  • 7.3.2. changes or additions of hardware or software are made by the USER or by one of its subordinates to any computer equipment, affecting the functioning of the INFORMATION ASSETS;
  • 7.3.3. a computer virus is negligently or intentionally introduced by the USER or by one of its subordinates to any computer equipment, affecting the functioning of the INFORMATION ASSETS; and
  • 7.3.4. business opportunities or revenues are lost in relation to the operation or the lack thereof or to the use or lack of use of the INFORMATION ASSETS by the USER or by one of its subordinates.
  In all cases mentioned above, the USER undertakes to indemnify and hold VIGILANCE (as well as its shareholders, officers, directors, employees, affiliates, agents and contractors) harmless with respect to any claim arising out of any of the situations mentioned in the present section 7.3.
• 7.4. VIGILANCE (as well as its shareholders, officers, directors, employees, affiliates, agents and contractors) shall not be liable to the USER for indirect or punitive damages, including, without limitation, for any loss of profit or other economic loss resulting from the use of the PLATFORM or inability to use it, even if VIGILANCE has been warned of the possibility of such damage occurring.

8. IMPORTANT PROVISIONS – PROFESSIONAL LIABILITY

When the USER is a health professional, and without limitation, a pharmacist, a medical doctor or a nurse:

• 8.1. The USER acknowledges that the professional obligation to provide health care services to patients is the sole responsibility of the USER. INFORMATION ASSETS shall not be considered as substitutes for standard practices or for the professional judgment, skills and expertise of the health professional who uses them, but rather as a reference aid for this professional.
• 8.2. The USER understands and acknowledges that the INFORMATION ASSETS contain summaries based on the scientific literature originally intended for the Canadian market and is not to be used as a substitute for professional judgment. Further information may be available directly from the manufacturer.
• 8.3. The USER releases VIGILANCE from any responsibility concerning the content and the pharmacological and professional recommendations of the various reference works used to develop and update the INFORMATION ASSETS.
• 8.4. The use of the INFORMATION ASSETS does not exempt the USER from constituting a medical file in accordance with his professional obligations.
• 8.5. The USER acknowledges that the professional obligation that consists of providing health care services to patients is the exclusive responsibility of health professionals. VIGILANCE therefore assumes no liability of any kind whatsoever in connection with the information or data provided through the INFORMATION ASSETS, or to the diagnoses made or treatments provided on the basis of information or data thus consulted.
• 8.6. VIGILANCE shall not be held liable for acts likely to engage the professional liability of the person who has performed the act in question, constitute professional misconduct, a lack of information or negligence.
• 8.7. The limitations of liability of VIGILANCE herein also apply to the benefit of its shareholders, officers, executives, employees, employees, subcontractors and distributors.

9. INTELLECTUAL PROPERTY

• 9.1. VIGILANCE is the exclusive owner of all intellectual property rights relating to the INFORMATION ASSETS. Such intellectual property rights are protected under Canadian intellectual property laws, international treaties and applicable laws in countries where they are used. VIGILANCE will enforce its intellectual property rights in all measures permitted by applicable laws. The structure and organization of the INFORMATION ASSETS are valuable trade secrets and confidential information belonging to VIGILANCE. The use of the INFORMATION ASSETS does not grant any right on VIGILANCE’s intellectual property, nor on any information, document, image or other element displayed therein.
• 9.2. The entire content of the INFORMATION ASSETS, including any image and any text, may not be distributed, modified, reused, republished or otherwise used in whole or in part, whether in textual, graphics, audio, video or executable form except in accordance with the present terms and conditions or the written permission of VIGILANCE. The use of VIGILANCE’s trade-marks, except as expressly authorized herein and in compliance with the instructions of VIGILANCE, is prohibited and may constitute a violation of applicable laws and regulations.

10. GENERAL PROVISIONS

• 10.1. The PLATFORM is managed and operated by VIGILANCE, of Repentigny, province of Quebec, Canada. The present terms and conditions are governed by the laws of Quebec and the applicable laws of Canada, without regard to the conflict of law principles thereof. The USER agrees to be bound by these laws and to submit to the exclusive jurisdiction of the courts of Montreal, Province of Quebec, any claim with respect to the interpretation or application of the present terms and conditions and in relation to any dispute arising from the terms and conditions or the use of the INFORMATION ASSETS.
• 10.2. Any maintenance and technical assistance relating to the INFORMATION ASSETS is provided by the service provider to which VIGILANCE has conferred the right to grant sub-licences for the use of the INFORMATION ASSETS. The USER acknowledges and agrees that VIGILANCE has no obligation whatsoever with respect to the provision of maintenance or technical assistance services relating to the INFORMATION ASSETS.
• 10.3. The USER must comply and ensure that its use of the INFORMATION ASSETS complies with all applicable laws and regulations, whether municipal, provincial, federal or foreign, including, but not limited to, any applicable laws pertaining to the protection of personal information, international communications and the export and transmission of technical data and other regulated materials.
• 10.4. VIGILANCE makes no representation as to the availability or suitability for use outside Canada. The USER is solely responsible for compliance with any applicable law in the jurisdiction where he is located, including, but not limited to, local laws. VIGILANCE reserves the right to change, suspend, withdraw or disable access to the INFORMATION ASSETS in one or more jurisdictions at any time and without notice to protect its legitimate business interests or to ensure compliance with laws. As the case may be, VIGILANCE cannot be held responsible for the withdrawal or deactivation of access to the INFORMATION ASSETS.
• 10.5. The USER may not assign nor transfer the rights of use granted herein without the prior written consent of VIGILANCE.
• 10.6. VIGILANCE may amend the present terms and conditions or any additional condition that apply to the INFORMATION ASSETS, in particular to reflect changes to the law or changes to the INFORMATION ASSETS. VIGILANCE will publish a notice of additional or modified conditions of use on the PLATFORM, which notice shall be approved by the USER before he continues his use of the INFORMATION ASSETS.

TERMS AND CONDITIONS OF USE OF THE INFORMATION ASSETS AS AMENDED DATED JUNE 20th, 2019 AND AGREES TO BE BOUND BY THEM.