By accessing or using the Services, the pharmacy that has agreed to use OneRx (the “Customer”) and each individual authorised by the Customer to use the Services (a “User”) agree to these Terms. If a User does not agree, the User must not use the Services.

A Customer’s commercial agreement with OneRx covers pricing, term, payment, permitted users, service levels, and any additional terms specific to a deployment. It is set out separately, in an order form, a master services agreement, or an equivalent written agreement between the Customer and OneRx (the “Commercial Agreement”). In the event of a conflict between these Terms and a Commercial Agreement, the Commercial Agreement governs for that Customer.

• “OneRx,” “we,” “our,” “us” means OneRx Inc.
• “Customer” means the pharmacy or pharmacy organisation that has entered into a Commercial Agreement with OneRx.
• “User” means an individual authorised by the Customer to access the Services (for example a pharmacist, technician, or administrator).
• “Services” means Rx Scribe, Rx Manager (including its Rx Assist and Rx Connect modules), Rx Intelligence, Rx Incident, and the myonerx.ca site, together with any documentation, updates, and support provided by OneRx.
• “Customer Data” means data submitted to or generated by the Services on the Customer’s behalf, including personal health information the Customer is the custodian of under the health-information legislation of its province or territory.
• “Commercial Agreement” means a written agreement between the Customer and OneRx that sets commercial terms for the Customer’s use of the Services.

The Services are designed for use by Canadian community pharmacies and their staff. A User represents that they are:

• authorised by a Customer to use the Services;
• acting within the scope of practice of a pharmacy professional or in a support role authorised by the pharmacy manager;
• and, where a Service requires a professional credential (for example, a College licence number), authorised to hold and use that credential.

The Services are not offered to consumers, and a natural person who is not authorised by a Customer must not create an account or use the Services.

• Access to the Services is granted through the OneRx portal. A User must protect their credentials, must not share them with anyone else, and must sign out or lock the workstation when leaving it unattended.
• Where a desktop application offers a “remember this session” option, a User on a shared workstation is expected to leave that option off, and each staff member is expected to have their own operating-system account.
• The Customer is responsible for the acts and omissions of its Users. Where a User leaves the Customer’s employ or a role changes, the Customer must revoke that User’s access promptly.
• OneRx may suspend or terminate a User’s access where the User’s conduct puts the Services, other Customers, or the integrity of Customer Data at risk.

The Services covered by these Terms are described below. Product-specific handling of information is set out in the OneRx Privacy & Trust Statement.

• Rx Scribe. A desktop application that helps a pharmacist author clinical documentation from a consultation, including an ambient-scribe workflow that captures consultation audio and drafts a note.
• Rx Manager. The pharmacy-operations platform, which includes the following integrated modules:
  • Rx Assist. Prescription intake and structured extraction from images and faxes.
  • Rx Connect. Pharmacy telephony, fax, phone-number management, and messaging.
  • Additional modules for scheduling and appointments, incident logging, call and fax logging, and a patient-facing booking surface.
• Rx Intelligence. An analytics platform for pharmacy operational and business metrics.
• Rx Incident. A Continuous Quality Improvement platform for incident reporting, root-cause analysis, and pharmacy practice self-assessment.
• OneRx portal (myonerx.ca). The marketing site.

OneRx may update the Services from time to time. Updates that materially reduce a functionality a Customer relies on will be communicated to affected Customers in advance where reasonably practicable.

A User must not:

• use the Services in a manner that violates applicable law, professional standards published by the pharmacy regulatory authority of the Customer’s province or territory, or the Customer’s own policies;
• use the Services to store, submit, or transmit information the User does not have authority to handle;
• attempt to gain unauthorised access to the Services, other Customers’ data, or the systems that host the Services;
• interfere with the Services’ operation, load, or availability, whether by automated means or otherwise;
• reverse-engineer, decompile, or disassemble the Services, except to the extent Canadian law expressly permits;
• circumvent, disable, or interfere with security or authentication features of the Services;
• use the Services to build a competing product, or to train a machine-learning model on outputs generated by the Services except as expressly permitted in a Commercial Agreement.

• Under the health-information legislation of the province or territory where the Customer operates, the Customer is the custodian (or, in Saskatchewan and Manitoba, the trustee) of the health information it handles through the Services. OneRx acts on the Customer’s behalf as its service provider, a role those laws call an information manager or an agent. Section 3 of the Privacy & Trust Statement lists the laws and bodies for each province and territory. We process Customer Data only on the Customer’s documented instructions, and only as far as delivering the Services requires.
• The Customer retains ownership of Customer Data, including personal health information for which it is the custodian, business records, incident narratives, and analytics inputs and outputs derived from its own operations.
• The Customer grants OneRx a limited, non-exclusive licence to host, process, transmit, display, and back up Customer Data for the purpose of providing the Services, meeting our legal obligations, and protecting the security and integrity of the Services.
• OneRx does not use Customer Data to train artificial-intelligence models, ours or a third party’s. That covers patient health information, consultation audio, prescription images, fax content, incident narratives, and analytics data. Where a Service invokes a third-party model at inference time, it does so under contractual terms that prohibit retention and training use of the content submitted.

The Services support pharmacy professionals in their work. They do not replace the professional judgement of the pharmacist.

• Outputs of the Services are intended to be reviewed, edited, and confirmed by a qualified pharmacy professional before they are relied on for a clinical or business decision. This applies to draft clinical notes, extracted prescription fields, drug and interaction references surfaced by the Services, AI-assisted insights, analytics recommendations, and incident summaries. Any clinical-decision-support information the Services display (for example a drug interaction, a dose flag, or a formulary note) is informational only and does not replace the pharmacist’s obligation to verify against authoritative sources and to exercise professional judgement.
• The Services are not a medical device. They are tools that assist a pharmacy in producing, managing, and analysing its own records.
• A prescribing decision, a dispensing decision, or a decision to disclose information to a prescriber, a patient, or a payer is made by the responsible pharmacy professional acting within the pharmacy’s scope, not by OneRx.
• Where the Customer chooses to enable a feature that generates a machine-drafted output (for example an ambient-scribe note or an AI-assisted incident insight), the Customer and its authorised User are responsible for reviewing that output before it is used or transmitted.

Each party will keep the other’s non-public information confidential and use it only to perform under, or exercise rights under, these Terms and the Commercial Agreement. Customer Data is Customer confidential information. OneRx’s non-public documentation, security materials, and product roadmap are OneRx confidential information. Nothing in this Section reduces OneRx’s obligations to handle personal information and personal health information in accordance with applicable Canadian privacy legislation.

• OneRx retains all right, title, and interest in and to the Services, including all software, models, documentation, trademarks, and improvements. No rights are granted other than the limited right to use the Services during the term of the Commercial Agreement.
• Feedback and suggestions a User provides about the Services may be used by OneRx without obligation.
• The Customer retains all right, title, and interest in Customer Data, subject only to the licence granted in Section 7.

The Services rely on third-party components, among them cloud hosting, telephony, storage, error-monitoring, and, where enabled, third-party inference endpoints. OneRx selects and manages these components under contracts that require them to protect Customer Data. The Customer’s own third-party services are governed by their own terms, and OneRx is not responsible for them. A dispensing system a User captures content from, or an email provider a Customer configures, are examples.

Pricing, term, payment, invoicing, taxes, service levels, permitted user counts, and any deployment-specific terms are set out in the Commercial Agreement between the Customer and OneRx. These Terms do not set commercial terms and do not create an obligation on OneRx to provide the Services on any particular commercial basis.

OneRx warrants that it will provide the Services with reasonable care and skill and in accordance with Canadian law applicable to it as a service provider to pharmacy custodians.

Except for the warranty in the preceding paragraph, the Services are provided “as is” and “as available.” To the maximum extent permitted by law, OneRx disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. OneRx does not warrant that the Services will be uninterrupted, error-free, or that all defects will be corrected.

Nothing in this Section limits any warranty or right the Customer has under a Commercial Agreement, or any right that cannot be excluded under applicable Canadian law.

To the maximum extent permitted by law, and except for liability that cannot be limited under applicable Canadian law, in no event will OneRx be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or business, arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence), statute, or otherwise, even if OneRx has been advised of the possibility of such damages.

OneRx’s total aggregate liability arising out of or in connection with these Terms and the Services is capped as set out in the Commercial Agreement between the Customer and OneRx.

Nothing in this Section limits liability for fraud, wilful misconduct, or any other liability that cannot be limited under applicable Canadian law.

The Customer will defend, indemnify, and hold OneRx harmless from third-party claims arising out of the Customer’s or a User’s use of the Services in breach of these Terms or of applicable law, including a claim that the Customer’s use of Customer Data through the Services infringed a third party’s rights.

OneRx will defend, indemnify, and hold the Customer harmless from third-party claims that the Services, as provided by OneRx and used in accordance with these Terms, infringe a Canadian intellectual-property right of that third party. This indemnity does not apply to a claim to the extent it arises from: (a) Customer Data or content the Customer or a User submitted to the Services; (b) the Customer’s or a User’s combination of the Services with a product, service, or process not provided by OneRx; (c) modifications to the Services not made by OneRx; (d) use of the Services after OneRx has notified the Customer to stop, or in a version OneRx has superseded; or (e) use of the Services in breach of these Terms or the Commercial Agreement.

OneRx may suspend a User’s or a Customer’s access to the Services where:

• OneRx reasonably believes the use of the Services presents a security, integrity, or legal risk;
• the Customer is materially in breach of a Commercial Agreement or these Terms; or
• OneRx is required to do so by law.

OneRx will provide notice of a suspension where reasonably practicable, and will restore access when the underlying issue has been resolved.

• These Terms apply for as long as the Customer has access to the Services under a Commercial Agreement.
• Either party may terminate the Commercial Agreement in accordance with its terms.
• On termination, the Customer’s right to use the Services ends. OneRx will make Customer Data available to the Customer for a reasonable export window set out in the Commercial Agreement. After that window closes, OneRx retains Customer Data in accordance with the retention practices described in the Privacy & Trust Statement (Section 9), and will delete Customer Data on the Customer’s written request, subject to any legal, audit, or regulatory obligation that requires OneRx to hold it for a longer period.
• Sections intended by their nature to survive termination do so. These include Sections 7 (ownership of Customer Data), 9 (confidentiality), 10 (intellectual property), 13 (warranties), 14 (liability), 15 (indemnity), 18 (governing law), and 20 (miscellaneous).

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts sitting in Alberta for any dispute arising out of or in connection with these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

OneRx may update these Terms from time to time. The effective date at the top of these Terms is updated when we do. Material changes will be brought to the Customer’s attention through the OneRx portal or by email a reasonable time before they take effect. Continued use of the Services after the effective date of a change constitutes acceptance of the changed Terms.

• Notices. Notices to OneRx may be sent to support@myonerx.ca. Notices to a Customer will be sent to the Customer’s contact address on record.
• Assignment. A Customer may not assign these Terms or a Commercial Agreement without OneRx’s prior written consent, except to a successor in interest to substantially all of its business. OneRx may assign in the ordinary course.
• Entire agreement. These Terms and the Commercial Agreement (together with any incorporated policies, including the Privacy & Trust Statement) are the entire agreement between the parties on their subject matter and supersede prior agreements.
• Severability. If a provision of these Terms is held unenforceable, the remaining provisions remain in effect.
• No waiver. A failure to enforce a right is not a waiver of that right.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency between them.
• Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control, provided the affected party takes reasonable steps to mitigate.

Questions about these Terms may be sent to: