Terms of Use App – Exandra.ca

Exandra Terms of Use
Last Updated: July 5, 2023

These Terms of Use & Service ("Terms of Use") apply to the Exandra Diabetes Canada Guideline Tool (“Exandra”) owned by Boehringer Ingelheim International GmbH, developed by BI X GmbH and operated by Boehringer Ingelheim (Canada) Ltd./Ltée.

Please read these Terms of Use carefully before using our Services.

By accessing or using any part of our services and/or Exandra, you agree to become bound by the terms and conditions of Agreement. If you do not expressly agree to all the terms and conditions of this Terms of Use, then please do not access or use Exandra. These terms apply to all users who access or use Exandra. In case of contradictions these Terms of Use shall supersede any further terms and conditions applicable to the use Exandra.

Exandra is intended for Canadian licensed healthcare practitioners only (“HCPs”); access and use of Exandra is only offered to users 13 years of age or older.

This tool is based on the Diabetes Canada Clinical Practice Guidelines for the Prevention and Management of Type 2 Diabetes in Canada

Please note that this tool does not cover the full guidelines but instead focuses only on aspects of cardiorenal and vascular protection in people with type 2 diabetes as well as management of glucose, dyslipidemia, and hypertension. Exandra has not been reviewed or approved by Health Canada. The associated Clinical Practice Guideline chapter authors and guideline experts have validated the medical accuracy and consistency of the tool with the guidelines on behalf of Diabetes Canada.

Information provided by the tool is for informational purposes and only intended to support your treatment decisions and is not intended to be a substitute for your own independent clinical judgment as a health care professional. Treatment decisions need to be individualized, considering a patient’s needs and preferences, access to and cost of medications, and degree of glucose-lowering required. HCPs should review the basis of any particular recommendation before acting upon any results obtained from using Exandra.

The content on this tool is derived directly from the Diabetes Canada Clinical Practice Guidelines and product monographs, and may not be consistent with the applicable product labels. Guideline experts have validated the accuracy of the tool against the Clinical Practice Guidelines. Product monographs are only used to complement certain sections like drug discontinuation & dosing recommendations based on e-GFR measured renal function. This tool does not provide complete information regarding drug-drug interactions and contraindications.

Scope and Registration
1. Boehringer Ingelheim International GmbH and its affiliated companies ("Provider") operates a platform ("Exandra Platform") which enables HCPs to assess patient alignment with guidelines against an anonymized patient profile inputted by the HCP to support the HCP's independent clinical decision making ("HCP Services").
2. The provision of the Exandra Platform and the Web Interface (collectively "Exandra") by Provider and their use by HCPs are governed by these Terms of Use.
3. By accepting these Terms of Use as displayed on the Exandra acceptance page, the HCP understands and agrees to all of the terms and conditions under this Terms of Use as well as the associated Privacy Policy.
4. In the event the Terms of Use is accepted by the HCP via other written means outside of the Web Interface, such written communications shall be incorporated as reference into Exandra and deemed as a binding obligation for the HCP as if the HCP registered online.
5. At Provider's discretion, the Provider may offer additional website or app services and/or products, or update, modify, or revise any current content and services under this Terms of Use, and this Terms of Use shall apply to any and all additional services and any and all updated, modified or revised service unless otherwise stipulated. Provider hereby reserves the right to cancel and cease offering and of the aforementioned services. HCP acknowledges, accepts and agrees that Provider shall not be held liable for any such updates, modifications, revisions, suspensions, or discontinue of any of our services. The HCP's continued use of Exandra after such posting of any updates, changes, and/or modifications shall constitute HCP's acceptance of such updates, changes and/or modifications, and as such, frequent review of this Terms of Use and any and all applicable terms and policies should be made by HCP to ensure awareness of all the terms and policies currently in effect. Should the HCP not agree to the update, revised, or modified terms, HCP must stop using Exandra.
System Requirements
1. To use Exandra, HCP will ensure they have the requisite hardware and software necessary to operate Exandra.
2. HCP understands that the use of Exandra will grant Provider access to information HCP inputs into the tool. HCP represents and warrants that HCP has the right to grant Provider such access to such information.
HCP Access to Exandra Tool
1. Provider grants HCP access to its HCP Account via the Web Interface. Access to the Web Interface takes place via links provided to validated healthcare professionals or available on secure websites only available to licensed healthcare professionals.
2. HCP is responsible to the Provider for ensuring that in the context of the access rights granted: (i) all users are fully authorized to use the Web Interface and entitled to represent the HCP legally in this respect; and (ii) any person that accesses Exandra via the Web Interface on behalf of the HCP is fully authorized by the HCP.
3. Provider is entitled to stop maintenance and updating services for the version prior to the most recent version of the Google Chrome Browser on computer ("Browser"). Provider is merely obliged to ensure compatibility between Exandra and the latest release version of the Browser and the version immediately preceding it.
Relation between HCP and Patient
1. HCP acknowledges and agrees that any contractual or fiduciary relationship regarding the provision of HCP Services is solely between HCP and Patient. Provider shall not be liable or responsible for any misrepresentation, omission, negligence, recklessness, or wrongdoing of the HCP and Patient. Provider is not responsible for any clinical decision or particular treatment plan recommended by the HCP to any Patient.
2. This tool is reliant upon accurate entry of patients’ characteristics. HCP User assumes all liability with respect to the accurate entry of patient characteristics.
3. In the event the HCP provides any patient care or other health care practices/services subsequent to accessing Exandra, HCP represents, warrants, and covenants that it shall follow all legal, regulatory, and industry standards, policies, guidelines, and/or law prior to conducting such HCP Services, including any privacy and data protection law or abide by the level of care and fiduciary standards needed for such services. HCP agrees that Provider shall not be responsible or liable for any medical malpractice or erroneous information provided from HCP to Patient.
Provision of Exandra Tool
1. Provider provides the HCP use of Exandra at the router output of the data center housing the server with the relevant software ("Delivery Point"). Provider is not responsible for establishment and maintenance of the data connection between the HCP's IT systems and the Delivery Point.
2. Provider provides Exandra in a multiuser environment and grants HCP access to Exandra as made generally available by Provider to its customers at a given time. Provider may update, discontinue and further develop the technology, features and functionalities (including APIs) which may impact on HCP's access to Exandra and Provider is under no obligation to maintain prior versions of Exandra. Should material changes to Exandra and/or any requirements be implemented that have an impact on HCP's access to Exandra, or should material features or functionalities of Exandra be restricted or disabled, Provider will use reasonable efforts to notify HCP in advance. If changes to Exandra require an amendment to this Terms of Use, Section 15 shall apply.
3. Provider provides the Exandra Platform at the locations of the data centers and support centers used by Provider. Exandra may be provided from data centers located outside HCP's country of business.
4. Provider uses commercially reasonable physical, logical and technical measures designed to protect the Exandra Platform and help HCP secure information inputted on the Exandra Platform against accidental or unlawful loss, access or disclosure ("Security Measures"). However, attacks on and security incidents in connection with the Exandra Platform, including unauthorized access to and/or use of the HCP Account, cannot be entirely excluded. Provider will not be responsible to HCP for any such attacks or security incidents which are directly or indirectly due to HCP's negligence, omission, breach, or wrongful doing. HCP shall remain solely responsible for securing its systems used to access and use the Exandra Platform.
5. Provider may engage its affiliates and any other business partners as subcontractors for the provision of Exandra and certain information may be shared with Provider's affiliates and/or third-parties.
Intellectual property and rights of use
1. Provider grants HCP during the term of this Terms of Use the non-exclusive, non-transferrable and non sub-licensable right to use the Exandra Platform according to this Terms of Use exclusively for the purposes expressed herein.
2. HCP acquires no rights to the Exandra Platform and the software underlying the Web Interface or other content itself or to any duplications of the software or content.
Obligations and responsibilities of HCP
1. HCP will itself and will ensure that all persons using Exandra on its behalf:
  1. only use Exandra within the scope of the usage rights in accordance with Section 6;
  2. desist from all measures which could jeopardize the security and stability of Exandra, in particular from accessing information or data without authorization, interfering with the software of Exandra, penetrating data networks of Provider or transmitting any viruses, Trojans or other malware;
  3. desist from entering information and data other than that which is required for use in accordance with the purpose of Exandra;
  4. do not infringe any laws, regulations or other legal provisions while using Exandra; and
Limited Warranty
1. During the term of the Terms of Use, Provider warrants that the provision of Exandra will materially comply with the service standards pursuant to Section 5. Should the HCP identify a non-conformance of Exandra and/or its functions with the specifications set forth in this Terms of Use, the HCP shall notify the Provider without undue delay and, as the HCP's exclusive remedy and the Provider's sole obligation subject to the limitations under Section 10, Provider will use commercially reasonable efforts to restore the affected service to substantial conformance.
2. Provider points out to the HCP that restrictions or impairments of Exandra may arise which are outside the Provider's sphere of influence. These include in particular actions by persons not acting on behalf of Provider, technical conditions of the internet not controllable by Provider, and force majeure. The hardware, software and technical infrastructure used by the HCP can also influence the contractual services of Provider. If such circumstances impact the availability or functionality of Exandra, this has no effect on the contractual compliance of the services provided and to be provided by Provider.
3. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 8.1, PROVIDER MAKES AND HCP RECEIVES NO EXPRESS OR IMPLIED WARRANTIES. ANY STATEMENTS OR REPRESENTATIONS ABOUT EXANDRA AND ITS FUNCTIONALITY CONSTITUTE MERELY TECHNICAL INFORMATION AND NOT A GUARANTEE OR AN EXPRESS OR IMPLIED WARRANTY. TECHNICAL DATA, SPECIFICATIONS AND PERFORMANCE DATA IN THIS TERMS OF USE AND/OR ANY OTHER ADDITIONAL AGREEMENT ARE ONLY FOR THE PURPOSE OF PERFORMANCE SPECIFICATION. IN ADDITION AND EXCEPT TO THE EXTENT PROHIBITED BY LAW, PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY OR DEFECT LIABILITY INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NONINFRINGEMENT, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, PROVIDER DOES NOT WARRANT THAT EXANDRA WILL BE FAIL-SAFE, FAULT-TOLERANT, UNINTERRUPTED, ERROR FREE, FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING THE HCP CONTENT OR THE THIRD-PARTY SOFTWARE WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. Specifically, Provider does not endorse, warrant or guarantee the effectiveness of any specific course of action, medication, procedure or other information that may be mentioned or referenced in Exandra.
4. Except for claims for damages and indemnification, all warranty claims of the HCP end upon termination of this Terms of Use.
Indemnification
1. Indemnity by the Provider. In accordance with the following provisions, Provider is obliged to indemnify HCP against third-parties' claims on the basis of intellectual property infringement caused solely by Provider.
  This Section 9.1 represents the sole and exclusive liability of the Provider to the HCP for infringement of intellectual property rights under the Service or any other agreement between the HCP and the Provider.
2. Indemnity by HCP. HCP is obliged to indemnify Provider according to the following provisions:
  1. HCP shall indemnify Provider against any and all damage, third-party claims and costs, including reasonable legal costs, incurred by Provider or asserted against Provider by third-parties (including, in particular, Patients) based on actual or alleged infringements of intellectual property rights, other third-party rights or applicable law, by HCP or other persons using Exandra on HCP's behalf, when using Exandra.
  2. In particular, HCP will indemnify and hold Provider harmless from and against any claims, damages and liabilities arising from or in connection with the actual or alleged infringements of third-party-rights, medical malpractice claims, or other services to Patients via Exandra.
  3. Provider will inform HCP about the claim being asserted against it and, to the extent legally possible, will give HCP the opportunity to defend the claim being made. At the same time, the Provider and the HCP will support each other to an appropriate extent with respect to defending the claim, in particular by providing each other fully with all available information about the facts and circumstances which are the subject of the claim and handing over any necessary documentation. The right of Provider to assert additional statutory claims remains unaffected.
Limitation of Liability
1. Not with standing the provisions under Section 8.1 and 9.1, Provider excludes any liability for and in connection with the use of Exandra by the HCP under this Terms of Use.
2. In particular, in no event will Provider be liable for any amounts for loss of data, loss of production, interruption of operations, contractual claims by any third-party, damage to property, loss of use, loss of subsidies, futile expenses for financing, loss of interest, income, profit or savings, or indirect, incidental, consequential, exemplary, punitive, or special damages, even if Provider has been advised of the possibility of such damages in advance, and all such damages are expressly disclaimed.
3. The limitation and exclusion in this Section 10 shall not apply: (i) to the extent that liability cannot be limited or excluded according to applicable law; (ii) in cases of intent; (iii) in cases of human bodily injuries or death caused by Provider's negligence; and (iv) in cases of fraud or fraudulent misrepresentation.
4. The limitations of liability resulting from the provisions of this Section 10 apply to the same extent for corporate bodies, legal representatives, employees and other agents of Provider.
Term, Termination
1. This Terms of Use enters into force upon its conclusion between the Parties and continues for an indefinite period of time until terminated in accordance with the respective terms.
2. This Terms of Use may be terminated in writing (email is sufficient) by HCP or Provider at any time. HCP shall cease to use Exandra immediately upon termination of this Terms of Use and shall lose access and privileges granted under Exandra.
3. Provider reserves the right to terminate or restrict access of HCP to Exandra at any time for cause or without cause. Cause entitling Provider to terminate this Terms of Use without notice in particular exists if:
  1. any person using Exandra on HCP's behalf are not fully authorized to use Exandra within the scope of the access rights granted to them;
  2. the HCP, and/ or other person using Exandra on HCP's behalf is in breach of this Terms of Use or any laws and regulations;
  3. the HCP, and/ or other person using Exandra on HCP's behalf breaches this Terms of Use and this breach is not resolved within a period of two (2) weeks despite a written warning from Provider (unless a written warning is unnecessary in accordance with statutory provisions);
  4. the HCP objects to an amendment of this Terms of Use pursuant to Section 14;
  5. Provider decides in its sole discretion to cease offering Exandra.
Data protection, data security
1. Provider and HCP are responsible for compliance with all data protection law requirements.
  
  HCP remains the controller with respect to personal data generated through HCP Services and must therefore always check whether the processing of personal data pursuant to HCP Services and the use Exandra are covered by appropriate permissions. The User manually enters patient lab value data. Exandra does not collect or request patient demographic data beyond age or sex, or information that can be used to identify an individual. The use of HCP personal data is subject to a separate privacy policy and its acknowledgement and acceptance by the HCP in the single sign-on solution registration process prior to entering into this Terms of Use
Confidentiality
1. Unless otherwise expressly permitted or provided for in this Terms of Use, all information which Provider and HCP make directly or indirectly accessible to each other in connection with the conclusion and performance of this Terms of Use and the use of Exandra is to be treated confidentially and is not to be used for purposes not relating to the subject of this Agreement, unless the information is intended for third-parties, is already in the public domain, is made known by a third-party without breaching any obligation, was developed without the use of the confidential information or is subject to a statutory disclosure obligation or court/official disclosure order. This non-disclosure agreement applies for three (3) years beyond the termination of the Terms of Use.
Pharmacovigilance
1. Provider, as manufacturer and marketing authorization holder of pharmaceutical products, is legally obliged to collect and evaluate any available information in order to continuously monitor the safety of its products.
2. An adverse event (AE) is defined as any untoward medical occurrence in a patient or clinical investigation subject administered a medicinal product and which does not necessarily have a causal relationship with this treatment. An AE can therefore be any unfavourable and unintended sign (e.g. an abnormal laboratory finding), symptom, or disease temporally associated with the use of a medicinal product, whether or not considered related to the medicinal product.
3. In order to enable Provider to comply with its world-wide regulatory reporting responsibility, the HCP shall forward to Provider – in line with applicable law (i.e. data protection law, professional and medical confidentiality obligations) – within 1 (one) business day after receipt, all information about a Provider medicinal product (Provider product) HCP becomes aware of by any means, in association with:
  1. AEs, including abnormal laboratory values and AEs occurring from drug withdrawal or drug interactions, or associated with a product complaint or with a falsified Provider product; Provider product information, e.g. interacting drug, product complaint and falsified product information should be included in the report;
  2. reports with or without AE of: drug abuse, misuse, overdose (intentionally or accidentally), errors in drug treatment process (i.e. medication errors), off-label use of a Provider product (i.e. used in a non-registered indication), lack of efficacy, occupational exposure, suspected transmission of an infectious agent via a Provider product or unexpected benefit;
  3. reports of: embryo or fetus potentially exposed to the BI product (via mother or semen with/without AE), AEs occurring in breastfed infants.
4. The HCP shall forward all information listed under Section 14.3. a) to c) regarding any Boehringer Ingelheim products, as it has been received, without screening, selection or further processing either by fax or telephone to the Provider Pharmacovigilance department in the country of occurrence indicating the date of receipt.
  For Canada:
  - Fax: +1 888-723-0333
  - Telephone : 905-639-0333 ext. 87233, or toll free 1-800-263-5103 ext. 87233
5. The HCP is responsible for ensuring that any user accessing the Exandra Tool on its behalf is adequately informed and trained to comply with the reporting obligations described in this Section 14 and for documenting this.
6. Any AEs for NON-BI products must be handled per HCP policy, for example report directly to Health Canada or to the applicable Manufacturer of the NON-BI product.

Amendments

Provider is entitled to amend this Terms of Use anytime. Amendments may in particular be made to adapt to applicable laws or to implement changes to the contractually agreed services. Section 1.5 shall apply.

Final provisions

Any changes, additions or collateral agreements are only legally valid if made in writing (email is sufficient). This also applies to the amendment of this requirement for written form.
The transfer of this Terms of Use or individual rights or obligations under this agreement by Provider or the HCP is only permissible with the prior written consent of the other Party. Any transfer of this Terms of Use or individual rights or obligations under this agreement by Provider to enterprises affiliated to Provider is always permissible.
HCP is only entitled to set off claims if the counterclaim is undisputed or has been finally established by a court of law or has been expressly recognized by Provider in writing. Any right of retention can only be asserted on the basis of counterclaims based on the same contractual relationship. All legal relations between Provider and HCP in connection with the use of Exandra and this Terms of Use are governed exclusively by the laws of Canada.
The courts of the province of Ontario will have exclusive jurisdiction for all legal disputes arising from the legal relationship between Provider and HCP in connection with the use of Exandra and this Terms of Use.
If the HCP submits declarations to Provider by email in connection with the use of Exandra or this Terms of Use, these are only effective if sent to the following email itexandrasupport.ca@boehringer-ingelheim.com.
Provider is entitled to notify HCP at any time of a different email address for the submission of such declarations.
The invalidity of individual provisions of this Terms of Use does not affect the validity of the remaining provisions. In this case, valid provisions which come economically closest to the intended purpose of the invalid provisions shall be deemed agreed between Provider and HCP. This applies accordingly for the closure of any gaps in this Terms of Use.