Where your data goes

AssessRx Beta Tester Confidentiality and Non-Disclosure Agreement

This Beta Tester Confidentiality and Non-Disclosure Agreement (the "Agreement") is made effective as of the date the Tester signs below (the "Effective Date") between:

Zhenming Wei Pharmacy Professional Corporation, a professional corporation existing under the laws of Ontario, based in Walkerton, Ontario ("AssessRx", "we", "us"); and

the individual signing below (the "Tester", "you").

1. Purpose

AssessRx is inviting you to test a pre-release version of the AssessRx software, a drug-interaction assessment application, including all websites, apps, accounts, features, data, and documentation related to it (the "App"). The sole purpose of your access is to test the App and give feedback to AssessRx (the "Purpose").

2. Definitions

"Confidential Information" means all non-public information about the App or AssessRx that you see, receive, or learn, in any form, including: the App's existence and features, screens, design, workflows, logic, algorithms, interaction rules, data sources, content, pricing, business plans, release dates, bugs, test results, and any login credentials. It includes information you learn before or after signing this Agreement.

Confidential Information does not include information that you can show (a) is or becomes public through no fault of yours, (b) you already lawfully knew before receiving it from AssessRx, without a duty of confidentiality, or (c) you received lawfully from a third party who had the right to share it.

"Competitor" means any person, company, or organization that develops, sells, licenses, or operates, or is planning to develop, sell, license, or operate, any software, database, or service for drug-interaction checking, clinical decision support, medication review, or pharmacy workflow, including their owners, directors, officers, employees, contractors, consultants, and agents.

"Designated Pharmacy" means the single pharmacy location named in the Tester signature block below, to which your beta account is linked.

3. Personal, Non-Transferable Access

3.1 Your beta account is for you only. You will not share, lend, sell, or transfer your account, password, or access link to anyone, including co-workers, family, or employers.

3.2 Named user only. Only you may access or use the App. You will not let any other person view, use, or operate the App, in person, by screen-sharing, remote session, or any other means. This includes, without limitation, other pharmacists, pharmacy technicians, assistants, students, interns, owners, managers, affiliates, and any other staff of the Designated Pharmacy or of any related company.

3.3 You will keep your login credentials secure and tell AssessRx immediately at zhenmingwei@gmail.com if you believe your account has been accessed by anyone else.

3.4 AssessRx may suspend or cancel your access at any time, for any reason, without notice.

3.5 Designated Pharmacy only. You will use the App only while working at or for the Designated Pharmacy, and only in connection with patients of the Designated Pharmacy. You will not use the App for patients of any other pharmacy, clinic, or practice, including any other location you work at, even if owned by the same company. Any patient-related use remains subject to Section 7.

3.6 If you stop working at the Designated Pharmacy, you will stop using the App immediately and notify AssessRx within five (5) days.

3.7 Eligibility. You confirm that you are a pharmacist registered in Part A of the register of the Ontario College of Pharmacists, in good standing. You will notify AssessRx within five (5) days if your registration is suspended, restricted, or ends, and your access will end at that time.

3.8 One user, one location. Each beta account is limited to one (1) pharmacist at one (1) Designated Pharmacy. Access may not be transferred to another person or moved to another location without AssessRx's prior written consent.

4. Confidentiality

4.1 You will keep all Confidential Information strictly confidential and use it only for the Purpose.

4.2 You will not, without AssessRx's prior written consent:

• disclose, discuss, describe, or demonstrate the App or any Confidential Information to anyone;
• take or share screenshots, photos, screen recordings, or copies of the App or its output;
• post, publish, or comment about the App on social media, forums, blogs, review sites, podcasts, presentations, or professional groups; or
• use Confidential Information for your own benefit or for the benefit of any other person.

4.3 If you are legally required (for example, by court order) to disclose Confidential Information, you will, where legally allowed, give AssessRx prompt written notice so it can seek protection, and you will disclose only the minimum required.

5. Competitors

5.1 You will not disclose, discuss, describe, demonstrate, or provide access to the App or any Confidential Information to any Competitor, or to any person you know or reasonably suspect is employed by, contracted to, consulting for, or otherwise working with a Competitor.

5.2 You confirm that, as of the Effective Date, you are not an owner, employee, contractor, consultant, or agent of a Competitor, except as listed under "Competitor association (Section 5.2)" in your signature block (write "None" if there is none).

5.3 If you become associated with a Competitor while this Agreement is in effect, you will notify AssessRx in writing within five (5) days, and AssessRx may end your access immediately.

5.4 This section restricts sharing of AssessRx's Confidential Information only. It does not stop you from working for any employer.

6. Prohibited Use

You will not, and will not help anyone else to:

• copy, modify, translate, or create derivative works of the App;
• reverse engineer, decompile, disassemble, or try to discover the App's source code, data, rules, or algorithms;
• scrape, extract, export, or bulk-download data or content from the App;
• test the App for the purpose of building, improving, or benchmarking a competing product or service;
• bypass or interfere with any security, access control, or usage limit; or
• use the App for any unlawful purpose.

7. Beta Status and Clinical Use

7.1 The App is pre-release software for testing only. It may contain errors, missing interactions, inaccurate or incomplete information, and may change or stop working without notice.

7.2 Clinical decisions remain yours. You may run the App on real patient profiles of the Designated Pharmacy, and its output may help inform your clinical decisions. It does not replace your professional judgment. Because the App can be wrong (Section 7.4), you will check its output against your own knowledge and approved references before acting on it, and every clinical, dispensing, prescribing and counselling decision, and anything you share with patients or other health care providers, remains your own professional responsibility.

7.3 Patient information. You may enter personal health information only of patients of the Designated Pharmacy, and only the minimum needed to test the App. You confirm that the Designated Pharmacy, as health information custodian under the Personal Health Information Protection Act, 2004 (Ontario) ("PHIPA"), has authorized this use and has signed AssessRx's PHIPA Agent Agreement. You will follow PHIPA, the Designated Pharmacy's privacy policies, and AssessRx's instructions, and will report any actual or suspected privacy breach to AssessRx and the Designated Pharmacy immediately.

7.4 The App can generate false information. The App uses automated and artificial intelligence tools. Its output may be incorrect, incomplete, outdated, or entirely made up, and may miss clinically significant interactions. Any clinical decision must be made and approved by you, and you are solely and legally responsible for it.

7A. Data Sent to the Cloud, Data Stored in the Cloud, and Data Breaches

7A.1 Where the patient file is read. The Kroll Drug Summary Report CSV you upload is read inside your web browser on the pharmacy computer. Patient name, date of birth, address, postal code, phone number, health card number, plans, family doctor, prescriber, prescription numbers and fill dates are not sent to the cloud. Name and date of birth are used in the browser only to group a patient's rows and to make initials and a year of birth.

7A.2 What is sent to the cloud. As of the Effective Date, the App sends only the following:

7A.3 What is stored in the cloud.

OpenAI's API terms at the Effective Date state that API data is not used to train its models and may be kept for up to 30 days for abuse monitoring. AssessRx does not control OpenAI's, Vercel's or Supabase's systems.

7A.4 What stays on the pharmacy computer. Printed forms and PDFs you save, identifiers you type onto the print forms (these are never sent or stored by the App), and any bulk screening results file you download (it contains initials, year of birth, sex and findings) are on the pharmacy computer, not in the cloud. Your App login stays active in that browser until you sign out.

7A.5 Identifier removal is not perfect. Automatic removal of identifier-like text can miss a name written without a label, and an unusual medication combination can itself point to one person. You will not type patient names, dates of birth, health card numbers, addresses, phone numbers or other identifiers into any free-text field.

7A.6 The custodian decides. The Designated Pharmacy is the health information custodian under PHIPA. You confirm that the custodian has read this Section 7A and has decided, on its own assessment and at its own risk, that using the App is appropriate for its patients, including the transfer of de-identified clinical text to a United States AI provider. AssessRx makes no representation that using the App meets any custodian's obligations under PHIPA or any other law.

7A.7 Your computer and accounts. You and the Designated Pharmacy are responsible for the security of the computers, browsers, networks, email accounts and passwords used to access the App, for signing out of shared computers, and for any file printed, saved or downloaded from the App.

7A.8 Data breach waiver and release. To the maximum extent permitted by law, AssessRx, Zhenming Wei Pharmacy Professional Corporation and its shareholders, directors, officers, employees and contractors (including Zhenming Wei personally) are not liable for any loss, claim, complaint, fine, regulatory proceeding, notification cost or other expense arising from unauthorized access to, or use, disclosure, loss or theft of, any information entered into or produced by the App. This applies whether the event starts on the pharmacy's computers, networks or accounts, at a service provider (including Vercel, Supabase and OpenAI), or through a cyberattack. It does not apply to the extent the loss is caused by AssessRx's gross negligence or wilful misconduct. You release AssessRx from all such claims, and Section 12.3 applies to them.

7A.9 Duties that remain. Nothing in this Section limits any obligation under PHIPA that cannot be waived by contract. If AssessRx becomes aware of a privacy breach involving information from the Designated Pharmacy, it will notify the Designated Pharmacy without unreasonable delay. The custodian remains responsible for any notice to patients and to the Information and Privacy Commissioner of Ontario required under PHIPA.

7A.10 Changes. AssessRx will tell you before it changes what is sent to or stored in the cloud in a way that adds identifying information or a new country.

8. Feedback

8.1 AssessRx may ask for feedback, ideas, bug reports, and suggestions about the App ("Feedback"). You agree that AssessRx owns all Feedback and may use it for any purpose without payment or credit to you. You assign to AssessRx all rights you may have in the Feedback.

8.2 You waive in favour of AssessRx any moral rights you may have in the Feedback.

8.3 Feedback is Confidential Information. You will not share it with anyone else.

9. Ownership

The App and all Confidential Information are and remain the sole property of AssessRx. Nothing in this Agreement gives you any ownership, licence, or right in the App, other than the limited right to use it for the Purpose while this Agreement is in effect.

10. No Warranty, Limitation of Liability, and Release

10.1 The App is provided "as is" and "as available", without any warranty of any kind, including any warranty of accuracy, completeness, merchantability, or fitness for a particular purpose.

10.2 To the maximum extent permitted by law, AssessRx, its owners, directors, officers, employees, and contractors will not be liable for any loss, damage, claim, or expense arising from your use of, or inability to use, the App, including any direct, indirect, incidental, or consequential damages.

10.3 You voluntarily assume all risk of using the App and release AssessRx from all claims arising from your participation in the beta program, except to the extent caused by AssessRx's gross negligence or wilful misconduct.

11. Term, Termination, and Return of Information

11.1 This Agreement starts on the Effective Date and continues until the beta program ends or either party ends it by written notice (email is enough).

11.2 When this Agreement ends, or on AssessRx's request, you will immediately stop using the App, and delete or return all Confidential Information in your possession, including notes, screenshots, and files.

11.3 Your confidentiality and non-disclosure obligations continue for three (3) years after this Agreement ends. Obligations relating to trade secrets continue for as long as the information remains a trade secret. Sections 4 to 13 survive the end of this Agreement.

12. Remedies

12.1 You agree that a breach of this Agreement could cause AssessRx serious and irreparable harm that money alone cannot fix. AssessRx is entitled to seek an injunction or other court order to stop or prevent a breach, in addition to any other remedy available at law.

12.2 You will indemnify AssessRx for losses, damages, and reasonable legal costs resulting from your breach of this Agreement.

12.3 Hold harmless. You will defend, indemnify, and hold harmless Zhenming Wei Pharmacy Professional Corporation and its shareholders, directors, officers, employees, and contractors (including Zhenming Wei personally) from all claims, complaints, lawsuits, College proceedings, regulatory investigations, losses, and costs (including reasonable legal fees) arising from any patient care decision, any use of or reliance on App output, or your breach of this Agreement.

13. General

13.1 Governing law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there. The parties submit to the courts of Ontario.

13.2 Entire agreement. This is the entire agreement between the parties about the beta program and replaces any earlier discussions.

13.3 Severability. If any part of this Agreement is found unenforceable, the rest stays in effect, and the unenforceable part will be enforced to the maximum extent permitted.

13.4 No waiver. A failure or delay by AssessRx to enforce any part of this Agreement is not a waiver of it.

13.5 Assignment. You may not assign this Agreement. AssessRx may assign it to a successor or purchaser of its business.

13.6 Electronic signature. This Agreement may be signed electronically, and an electronic signature is as binding as an original signature.

13.7 Independent legal advice. You confirm that you have read and understood this Agreement and have had the opportunity to obtain independent legal advice before signing.

Signatures

TESTER

Full name: ______________________________

OCP registration no. (Part A pharmacist): ______________________________

Employer / organization: ______________________________

Designated Pharmacy (name, address, OCP accreditation no.): ______________________________

Email: ______________________________

Signature: ______________________________

Date: ______________________________

ZHENMING WEI PHARMACY PROFESSIONAL CORPORATION

Name: ______________________________

Title: ______________________________

Signature: ______________________________

Date: ______________________________

To sign, print this page or save it as a PDF, complete the signature block, and return it to zhenmingwei@gmail.com.