1. Access to Ocean

OceanMD is pleased to offer access to the Ocean platform directly to you, or resold through QHR Technologies or WELL Health Technologies ("Ocean Resellers").

2. Reseller Contracts

If you have entered into a software license contract with an Ocean Reseller relating to the use of Ocean, the terms and conditions of that contract take precedent in any areas of conflict with this EULA.

3. Software and Clinical Content

OceanMD is excited to be building a revolutionary point-of-care clinical content platform. However, the content in Ocean is a work-in-progress and despite our continued efforts, the content may contain errors. Use these tools wisely and never as a substitute for your clinical processes or judgment. Verify material aspects of histories with patients. If you notice any errors in the clinical content, please let us know at support@oceanmd.com.

You acknowledge and agree with the following:

• 3.1) You agree that all clinical content in Ocean is provided as-is, without any implied warranty or commitment to support.
• 3.2) You agree that OceanMD and all contributing authors to Ocean clinical content assume no liability for your use of Ocean, including but not limited to any clinical or financial outcomes related to the use of clinical content or tools associated with Ocean.
• 3.3) You agree to use Ocean in accordance with professional clinical judgment according to the Canadian clinical standard of care. You acknowledge that our products are intended to be a supplement to, and not a substitute for, the knowledge, expertise, skill and judgment of physicians, pharmacists, or other healthcare professionals in patient care.
• 3.4) You accept that Ocean updates and augments EMR data for patients automatically, sometimes in the background, and that you assume responsibility for reviewing and managing such updates.
• 3.5) You acknowledge that the clinical content (e.g. clinical data collection and analysis tools such as eForms for referrals, triage, patient questionnaires, and research surveys) may not be accurate or free from defects, some of which may have the potential to negatively affect patient care. As a healthcare professional, you wholly accept the legal and professional liability of risks involved with your use of these tools with potential defects or inaccuracies.
• 3.6) Unless otherwise specified, clinical content may not, in whole or in any part, be copied, reproduced, transmitted or translated for use outside the Ocean platform without prior consent in writing from OceanMD.
• 3.7) You may not reverse engineer, decompile or disassemble products of OceanMD, including but not limited to Ocean, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
• 3.8) You may not sub-license, sell, rent, lend, lease or distribute the any products of OceanMD or any intellectual property rights therein.
• 3.9) You may not use Ocean to create, collect, transmit, store, use or process any data or programs that: (a) contain any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (b) you do not have lawful right to create, collect, transmit, store, use or process; or violate any applicable laws or infringe, violate or otherwise misappropriate the intellectual property of other rights of any third party (including any moral right, privacy right or right of publicity).
• 3.10) You agree to respect all intellectual and proprietary rights including copyright. You agree that you will ask us for clarification via email in cases where copyright rules or other proprietary rights are not clear before reusing or reproducing content. We reserve the right to remove any illegal, copyright-infringing, offensive, or inappropriate content without notice.
• 3.11) Your Ocean account is not intended to be used as a long term repository for patient data and is designed to connect to a long-term secure patient data repository such as an EMR or EHR. In accordance with PIPEDA's fair information principles, Ocean keeps patient data only as long as it is deemed required for the clinical scenario at hand, as documented in our Data Retention Policy, which can be found here: https://support.cognisantmd.com/hc/en-us/articles/221439267.

4. Software Support

If your Ocean contract is with an Ocean Reseller, contact them for support with Ocean.

Otherwise, contact support at any time through our support portal at http://support.cognisantmd.com.

• 4.1) You accept that the Ocean tablet depends on a reliable Wi-Fi Internet connection and that the system will not function properly without one. OceanMD will not be able to troubleshoot local networking problems.
• 4.2) OceanMD does not sell or support tablet devices or kiosk stands. If you are having issues with either, contact the vendor for repair or replacement.
• 4.3) Without limiting all other disclaimers of liability, we are not liable for any damages associated with the software being unavailable for any length of time. We do scheduled maintenance in off-hours but we will, like all software providers, have outages related to our software or any of the network and infrastructure involved in running it; we are not liable for any damages, including lost-profit or other costs associated with such outages.
• 4.4) Do not submit patient personal health information ("PHI") to OceanMD support unless it is specifically requested. It is generally not necessary, although in rare cases, OceanMD personnel may ask for a limited amount of information if deemed necessary to troubleshoot and fulfill our duties to you.

5. Billing and Payments

If all of your Ocean services are contracted through an Ocean Reseller, this section does not apply to you. However, if one or more Ocean service is provided directly to you (e.g. not part of your Reseller Contract), this section describes payment of associated fees.

Ocean is a continuous and automated service. We publish our prices here: https://www.oceanmd.com/pricing/. Unless other arrangements have been made (such as eReferral fees covered by a regional authority; see below), you must have a payment method registered on your user account to use the system and we will email invoices to you on the 1st of the month for the previous month of Ocean services. You have 15 days to raise any issues with the invoice. On the 15th of the month, we will charge this invoice against your payment method. Please make sure that invoice emails do not get marked as spam in your email client and that your email address is current on our file.

A few additional points:

• 5.1) You will be billed for active tablets for each day that they are registered with your site for at least part of the day, even if they haven't been used. It's your responsibility to ensure that tablets are deactivated through the Ocean application if you do not intend to use them. If you lose a tablet, you must deactivate it in Ocean both for billing as well as security reasons (you can reactivate it when you find it again). Other Ocean subscriptions such as Patient Messaging and Online Booking are also "self serve" and you are responsible for managing your subscriptions in the Ocean web portal.
• 5.2) We reserve the right to revise our pricing at any time. We will notify you of pricing changes at least 30 days in advance at the email address associated with your Ocean account.
• 5.3) Generally, we will disable delinquent accounts automatically. However, we also reserve the right to assess interest of 1.5% per month (18% per annum) calculated from due date to payment date.

6. Ocean Provider Network Terms

The Ocean Provider Network allows you to securely share patient data in the form of eReferrals or eConsults with other health professionals. By proceeding to send or receive Ocean eReferrals or eConsults, you agree that OceanMD, in absence of other arrangements, may act as an Electronic Service Provider and a Health Information Network Provider as defined in PHIPA in Ontario, or as an agent under PHIA in Nova Scotia. OceanMD is not a Health Information Custodian (HIC).

7. Ocean Terms for eReferral/eConsult Recipients

If you joining Ocean as part of a regional eReferral/eConsult project, you can apply to join a "Regional Authority" to cover some or all eReferral fees. To join, you may need to agree to a separate agreement that you will see as part of the process, which begins in the Admin->Listings tab.

To receive Ocean messages from patients or other clinicians, you agree to the following terms:

• 7.1) Patient privacy is paramount to OceanMD and the Ocean ecosystem. You may not disclose or use the patient contact information that you are provided through Ocean for any reason other than the clinical nature of the request. You must refrain from contacting any patient via email, phone, or other medium who has requested to not be contacted by your site. You may not use patient information provided in a patient submission for marketing purposes without explicit permission from the patient.
• 7.2) As part of our commitment to patient privacy, OceanMD reserves the right to remove an offending provider from the directory without warning and/or report breaches of patient privacy to the relevant custodian(s).
• 7.3) Ocean messaging-related processing fees, where applicable, are assessed and billed as described above irrespective of whether the patient receives any contact or care from the recipient.
• 7.4) Ocean is not designed to be a long-term repository of referrals or subsequent patient record-keeping. You should export and back up Ocean submissions monthly as they will be purged from our system. If you need help with this process, please contact OceanMD support.
• 7.5) OceanMD reserves the right, at the sole discretion of its Medical Director, to moderate content in the Directory, for reasons that include but are not limited to protecting patient safety and maximizing the Directory's clinical value to referring clinicians. As part of moderating content, OceanMD may update or remove entries that it deems, in its sole discretion, to be medically inaccurate or misleading. OceanMD further reserves the right to remove your claim of any such entry, to block future claims from your account, and/or to remove the entry from the Directory entirely, for reasons that include but are not limited to preventing deliberate misrepresentation of healthcare services in the Directory.
• 7.6) Ocean provides APIs for transmitting eReferrals and eConsults to other systems (such as case management systems or other referral systems) that can be configured by clients themselves within the Ocean system that apply to eReferral and eConsults that the client receives. We do not monitor or vet the privacy or data security practices of vendors of such systems. You acknowledge that any such systems configured to use Ocean APIs in your Ocean site are outside the scope of OceanMD’s responsibility on matters of privacy and data security, and that it is the client’s responsibility to ensure that appropriate privacy and security safeguards are in place.

8. Ocean Terms for eConsult/eReferral Senders

To use Ocean to send eReferrals or eConsults, you agree to the following terms:

• 8.1) You agree that, as with faxing from an EMR, you bear responsibility for obtaining appropriate consent from patients as necessary when sending PHI to other health service providers, particularly those that are not normally health information custodians.
• 8.2) You agree that although OceanMD will make a best effort via automated electronic means to notify a referral recipient of a new referral, it is ultimately up to the sender to follow-up in the absence of updates from the recipient as would be done with current fax-based workflows.
• 8.3) OceanMD does not access, use or retain any PHI to which it has access in the course of providing services except as necessary to provide these services and for greater certainty, shall not use PHI for any of its own purposes. User acknowledges that in some jurisdictions, where permitted by local data protection and privacy laws, some de-identified or aggregated information about eReferrals and eConsults received within that jurisdiction may be shared by eReferral and eConsult recipients with their local government or health authorities for health sector planning evaluation and delivery purposes, such as recipient provider, wait times, and general patient location information (e.g. first 3 characters of patient postal code). For more information, Users should contact the appropriate health authorities within their region.

9. Limitation of Liability

DISCLAIMER. OCEANMD AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY PROPERTY DAMAGE OR PERSONAL INJURIES OR DEATH CAUSED BY THE USE OF THE SERVICES PROVIDED BY OCEANMD, OCEANMD PRODUCTS, REPORTS PRODUCED THROUGH USE OF THE SERVICES PROVIDED BY OCEANMD, OR BY ANY ERRORS, DELAYS, OR FAILURES OF THE SERVICE PROVIDED BY OCEANMD OR INTERRUPTIONS IN THE TRANSMISSION OF THE SERVICES PROVIDED BY OCEANMD. Under no circumstances shall OceanMD or its suppliers and service providers, including without limitation, Telus Health, QHR Technologies or WELL Health Technologies, be liable to you, your organization, or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages in connection with, or relating to, this Agreement, however caused, whether based in contract, tort, warranty, or other legal theory, and even if OceanMD has been informed in advance of the possibility of such damages or such damages could have been reasonably foreseen by OceanMD or its suppliers.

LIMITATION OF LIABILITY. Notwithstanding the foregoing, in the event that OceanMD or its suppliers are held to be liable to you or your organization for any cause, whether for negligence, tort, breach of contract, or for any other cause of action, OceanMD's and its suppliers' aggregate liability for all claims arising from this Agreement shall not exceed fees paid for the previous 12 month period.

10. Termination

This Agreement will commence upon use of the OceanMD products and shall continue unless terminated in accordance with the terms of this Agreement. This Agreement may be terminated immediately by OceanMD upon (i) your breach of this Agreement; or (ii) your breach of the agreement between yourself and QHR Technologies or WELL Health Technologies, as applicable.

Conclusion

You assume responsibility in sharing these obligations with colleagues in your clinic that may not log into Ocean and therefore may not see this agreement.

If any above provision is determined to violate any law or is unenforceable the remainder of this agreement will remain in full force and effect. This agreement is subject to change. We will present it on login when and if that happens. The laws of the Province of Ontario will govern this agreement without reference to conflicts of law principles.

If there is anything in this agreement with which you do not agree, please stop using OceanMD technology, logout and email us at info@oceanmd.com to let us know -- we'll try to help.

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