Terms of Use

These Terms of Use (the "Terms") are a legal agreement between you, on your own behalf or, if applicable, on behalf of your organization, and Pathways Patient Referral Association. You or your organization is collectively referred to as "you" and the Pathways Patient Referral Association and its partners, affiliates and members will hereafter be referred to as "the Association".

Pathways™ is a web-based resource for the use of physicians, their staff/teams, and any other authorized health care providers in order to facilitate specialist and clinic referrals (the "Pathways Resource"). For the purpose of these Terms of Use, the "Pathways Resource" consists of the current running instance of the Pathways Resource and the Content (as defined below). A significant portion of the Pathways™ source code is governed under a GPL.v3 open source license.

The Pathways Resource website, located at https://www.pathwaysbc.ca (the "Website"), contains information about medical specialists and clinics in select areas of BC, as well as physician and patient resources, and other content, information, materials and data provided on or accessible through the Pathways Resource or the Website that is not Personal Information (collectively, the "Content"). The number of areas for which specialist and clinic data is available is growing as more medical divisions within British Columbia adopt the Pathways Resource and add their area’s information to the Website.

The Pathways Resource also facilitates patient referrals by enabling referring physicians to refer patients to specialists electronically, by sending electronic confirmation and reminder messages to the patient and facilitating electronic communication between the referring physician and the specialist and their respective staff ("Referral Service"). As part of the Referral Service, Pathways facilitates the collection, use and disclosure of the personal information of patients of the referring physicians and specialists ("Personal Information"). The collection, use and disclosure of Personal Information through the Referral Service is governed by the Information Management Agreement between you and the Association (the "IMA"). The IMA is supplementary and in addition to the Terms of Use applicable to the Pathways Resource.

You may not access, exploit, avail of or otherwise use the Pathways Resource (or any portion thereof) or the Referral Service, without agreeing to these Terms. If you access, exploit, avail of or otherwise use the Pathways Resource (or any portion thereof) or the Referral Service, you are deemed to have agreed on your behalf and on behalf of your organization to be bound by these Terms.

Terms of Use

License Agreement

If these Terms are modified, your continued use of the Pathways Resource will constitute your agreement to be bound by the modified Terms. Upon modification of these Terms, the Association will update the Website with the modified Terms. To stay informed of any changes, please review the most current version of these Terms on the Website. Your license to use the Pathways Resource depends upon your agreement to be bound by these Terms and any modification to these Terms. If you do not agree to be bound by these Terms, you may not use the Pathways Resource.
Subject to these Terms, the Association grants you a non-transferable, non-exclusive, revocable, non-sublicenseable, limited right to access and use the Pathways Resource for the purpose of facilitating patient referrals and related purposes within the province of British Columbia (the "Purpose") (collectively, the "Licence").
The Pathways Resource may include software, content, data, or other materials, including related documentation, that are owned by persons other than the Association (collectively, "Third-Party Materials") and that are provided to you on license terms that are in addition to or different from those contained in these Terms ("Third-Party Licences"). Ownership of all rights, including all intellectual property rights, in and to such Third-Party Materials remains with the respective owners thereof. You agree to be bound by and shall comply with all such Third-Party Licences. Any breach by you of the terms of any Third-Party Licence is also a breach of these Terms.
You may terminate the License at any time by providing the Association with 30 days written notice of your intention to terminate your use of the Pathways Resource. The Association may, in its sole discretion, terminate your License and all other rights granted to you hereunder:
1. upon 30 days written notice for any reason (or for no reason), acting in its sole discretion; or
2. immediately in the event of a Service Suspension;
and to take such action as the Association deems necessary, in its sole discretion, regarding your access to the Pathways Resource, subject to applicable laws and regulations. Upon termination of the License for any reason, you shall immediately cease any and all use of the Pathways Resource and, upon the request of the Association, destroy any Contents or copies thereof in your possession, provided that such termination shall not apply to your use and retention of your own User Information separate and apart from the Pathways Resource.
Except to the extent these restrictions are void under applicable law or in conflict with the GPL.v3 open source license (in respect of applicable components only), you shall not, directly or indirectly:
- use, copy, republish or distribute the Pathways Resource or any component thereof, or cause or permit any person to use, copy, republish or distribute the Pathways Resource or any component thereof, except as expressly permitted by these Terms, in respect of applicable components only, as strictly permitted under the GPL.v3 open source license;
- use the Pathways Resource for any reason other than the Purpose;
- modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Pathways Resource or any part thereof;
- combine the Pathways Resource or any part thereof with, or incorporate the Pathways Resource or any part thereof in, any other programs;
- remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Pathway Resource, including any copy thereof;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Pathways Resource or any features or functionality of the Pathways Resource, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
- use the Pathways Resource in violation of any law, regulation, rule or third party right;
- use the Pathways Resources for the purpose of competitive analysis, the development of a competing product or service or any other purpose that is to the Association’s competitive disadvantage; or
- attempt in any way to rewrite, reorganize, reproduce, decompile, disassemble, reverse engineer or translate the Pathways Resource, create derivative works thereof, or circumvent any usage or other restrictions imposed by the Association.
You represent and warrant that you have the authority to enter into these Terms on behalf of your organization and that your organization shall cause all of its users of the Pathways Resources ("Users") to be bound by these Terms. You agree, on behalf of your organization, that your organization shall be responsible and liable to the Association for all actions, breaches and failures of its Users in respect of these Terms. For certainty, any use of the Pathway Resource, and any breach of these Terms, by a User shall be deemed to be your organization’s use or breach, as the case may be.
Notwithstanding anything to the contrary in these Terms, the Association may immediately suspend your, and any User’s, access to any portion or all of the Pathways Resource if the Association determines, in its sole discretion, that:
1. you, or any User, is or is suspected to be not using the Pathways Resource in accordance with, or are otherwise in breach of, these Terms, the IMA or any Third-Party License;
2. there is a threat or attack on any of the Pathway Resource or any of the Association’s rights (including intellectual property rights) therein;
3. you or any Users disrupt or pose a security risk to the Pathways Resource or to any other third party user of the Pathways Resource;
4. you or any Users are using the Pathways Resource for fraudulent or illegal activities;
5. your organization has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding;
6. the Association’s provision of the Pathways Resource to you, or any Users, is prohibited by applicable law or you or any User are under criminal or professional misconduct investigation;
7. there is, or is likely to be, a circumstance preventing the Association from providing, or impacting its ability to provide, the Pathways Resource, whether the circumstance is within or out of the control of the Association;
8. a third party has suspended or terminated the Association's access to or use of any Third-Party Materials required to enable the functionality of the Pathways Resource; or
9. the Association is aware of any credible claim, allegation or fact that the Pathways Resource or any User Information, or any component thereof, misappropriates, violates or otherwise infringes, or is likely to misappropriate, violate or otherwise infringe, any third party right.
A suspension arising in whole or in part from any of the foregoing circumstances shall hereafter be referred to as a "Service Suspension". The Association shall use commercially reasonable efforts to provide written notice of any Service Suspension to you. The Association will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any User may incur as a result of a Service Suspension.

User ID and Passwords

All Users of the Content shall sign in with a unique user ID and password assigned to the office. Users shall not share or disclose user names and passwords beyond these office Users. If a User leaves an office, the office shall reset the password associated with the unique user ID.
All Users of the Referral Service shall sign in with a unique user ID and password assigned to the User. Users shall not share or disclose user names and passwords. If a User leaves an office, the office shall promptly notify the Association’s administrator to deactivate that individual’s user ID by sending an email to contact-us@pathwaysbc.ca. The office shall not permit the departed individual’s user ID to be used by any other person.
User ID email addresses and private medical office assistant email addresses are collected solely for the Association’s administrative purposes and will never be published or shared except with prior notice and your consent.

Your Use of the Pathways’ Resource

You acknowledge and agree that the Association makes the Content available through the Pathways Resource as a convenience to you. The Content is for informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment.
The Association does not recommend or endorse any specific tests, physicians (including specialists), products, procedures, treatments, modalities, opinions, or other information that may be mentioned in the Content or your use of the Pathways Resource. Reliance on any information provided by the Association in the Content or your use of the Pathways Resource is solely at your own risk. You agree to use your professional judgment in using the Content including making any of the Content available to your patients and in your use of the Pathways Resource.
You shall use the Pathways Resource and the Content in accordance with all applicable local, provincial, federal and international laws and regulations, including laws governing privacy and personal information. You represent and warrant that, with respect to all User Information: (a) you have obtained all necessary rights, consents and permissions to provide such User Information and to grant the rights granted to the Association in these Terms; and (b) all User Information and its transfer to and use by the Association as authorized by you under these terms do not violate any laws, regulations, or rights of any third party, including any intellectual property rights, rights of privacy, rights of publicity or rules or policies of the Association published from time to time, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies.
The Content posted on the Pathways Resource is for the sole use of physicians, their staff/teams and any other authorized health care providers. Content accessible by using the ‘Print or Email Information for Patient’ button or a list of physicians accepting new patients, if provided, may be copied for the patient.
Specialists and clinics are responsible for periodically reviewing the Content about their practices/clinics, with the goal of consistently keeping this Content complete and accurate.
Content relating to specialist and clinic information, including wait times, has been provided by the specialist/clinic offices themselves. Feedback on wait times may be provided to the Association’s Administrator. The Association may, in its sole discretion, update the information on wait times in consultation with the specialist or clinic.
Unless otherwise specified, wait times represent best estimates for an average non-urgent referral.
You may submit information, materials, data or feedback through the Pathway Resource, or otherwise to the Association, including for the purpose of becoming part of the Content ("User Information"). You agree to only submit User Information that you have created yourself or for which you have sufficient rights to license to the Association hereunder. You represent and warrant that such User Information does not infringe, misappropriate or violate any rights of any person, including any intellectual property rights, proprietary rights, publicity rights or privacy rights, including when incorporated by the Association into the Content. Submission of images or video of any person without their express consent and permission is prohibited. The Association reserves the right, in its sole and unfettered discretion, to approve or reject any materials submitted for inclusion in the Content. By submitting User Information, you hereby grant the Association an unlimited transferable, non-exclusive, worldwide, fully-paid, royalty-free, perpetual, irrevocable, sub-licensable license to use, exploit, reproduce, modify, publish, distribute, transmit, create derivate works of, and authorize any third party to perform the foregoing, such User Information for the purpose of providing, maintaining and updating the Pathways Resource and providing, maintaining and updating the Pathways’ newsletter. You agree to unconditionally, irrevocably and perpetually waive any and all moral rights that you may have in respect of the User Information in favour of the Association.
You acknowledge and agree that the Association is, shall be, and shall remain the exclusive owner of all right, title and interest in and to the Pathways Resource and all rights therein (including all intellectual property rights). You shall have no right or licence to use the Pathways Resource, except pursuant to the limited usage rights granted to you hereunder. All other rights in and to the Pathways Resource are expressly reserved by the Association.
You will not directly or indirectly obtain or attempt to obtain at any time, any right, title or interest by registration or otherwise in or to the Association’s trademarks, including the PATHWAYS™ trademark. You acknowledge that the goodwill associated with all such trademarks belongs and will inure exclusively to the Association and, upon request, you will modify or cease your use of any such trademarks. You hereby grant to the Association a non-exclusive, royalty free license to include, in its sole discretion, your organization’s trademarks on the Association’s Website or in its marketing materials.
You shall: (a) immediately notify the Association in the event that you become aware of any claim or allegation asserting that your User Information or the Pathways Resource, in whole or in part, infringe, misappropriate or otherwise violate any third party right; (b) upon the Association’s reasonable request, and at the Association’s expense, take all such further reasonable action, provide such required assistance and execute all necessary documents in support of the Association’s enforcement, defence, prosecution, maintenance and registration of any of its rights, including any intellectual property rights, in the Pathways Resource; and (c) not, directly or indirectly, challenge, contest, obstruct, impair or dispute: (i) the Association’s right, title and interest in and to the Pathway’s Resource, or (ii) the Association’s right to use your User Information in accordance with Section 18 hereof.
If you or any Users send or transmit any communications or materials to the Association by mail, email, telephone, or otherwise, suggesting or recommending changes to the Pathway Resource, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), the Association shall be the exclusive owner of such Feedback. You hereby assign to the Association, and on behalf of any Users, all right, title, and interest in and to such Feedback and agree that the Association is free to use in its sole and unfettered discretion, without any attribution or compensation, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although the Association is not required to use any Feedback.
If you no longer wish some or all of the User Information to be posted on the Pathways Resource, please contact the Association’s Administrator in order to have it removed.
Content that is a patient resource can be shared with patients at the discretion of their physician. If Content that is a patient resource is emailed to a patient, physicians need to inform their patient that their email address will be used for the purpose of sending them the above Content.
The Association may permanently or temporarily stop providing, or may modify, amend or delete, any Content included in the Pathways Resource, or the availability of Content, at any time and without notice to you, subject to applicable laws and regulations.
You agree that your use of the Pathways Resource and its Content is at your sole risk and that the Pathways Resource and its Content is provided on an “as is” and “as available” basis. The Association expressly disclaims all warranties of any kind, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Without limiting the foregoing, the Association makes no warranty that:
1. the Pathways Resource will meet your requirements;
2. your use of the Pathways Resource will be timely, reliable, uninterrupted, or error-free;
3. your use of the Pathways Resource will be secure, including security relating to data tampering or alteration, loss, deletion or corruption of data, phishing, hacking, ransomware, viruses, and malware;
4. any information obtained by you as a result of your use of the Pathways Resource will be accurate, reliable or consistent;
5. any defects or errors in the Pathways Resource will be corrected; or
6. that your use of the Pathways Resource will not infringe, violate or misappropriate the rights of any third party (including any intellectual property rights).
Any Content downloaded or otherwise obtained through the use of the Pathways Resource is accessed at your own discretion and risk, and you will be solely responsible for any damage or harm that results from the download, access or use of any such Content. You further acknowledge that the Content is not intended or suitable for use in all instances that could lead to death, personal injury, or severe physical damage.
You acknowledge that the Association’s timely performance of its obligations hereunder and accessibility to the Pathways Resource generally may require that you provide, or provide access to, your facilities, equipment, assistance, cooperation, data, information and materials ("Cooperation") to the Association or its designee(s). You agree to provide reasonable Cooperation including: (a) designating a technical lead to interface with the Association from time to time if necessary; and (b) making available to the Association any data, information and other materials required for the Association to provide the Pathways Resource to you.
You acknowledge that you have reviewed and understand the Association’s Data Retention, Storage & Disposal Policy, located at Information Management Agreement. The Association shall have the right to amend this policy at regular intervals or at any time in order to comply with PIPA, and any other applicable legislation.

Anonymized Aggregate Data

The Association may at its discretion make use of anonymized aggregate data from the Pathways Resource’s system for the purposes of research, analysis, funding, and reporting (including by providing such information to third party service providers) and for facilitation of the Pathways Resource system.

Indemnity and Liability

You shall defend, indemnify, and save the Association and its directors, officers, employees, agents, affiliates, members, licensors, licensees, service providers or any combination thereof ("Indemnified Parties") harmless from any claims, costs (including settlement and legal or other professional fees on a solicitor and own client basis), damages, expenses, losses, and liability ("Losses") arising out of or relating to, either directly or indirectly:
- Your use or misuse of the Pathways Resource;
- Your violation or breach of these Terms or any Third-Party Licenses;
- Your violation, misappropriation or infringement of any third party right, including any intellectual property right, proprietary right, publicity rights or privacy rights including in respect of any User Information;
- Your violation of the law of any relevant jurisdiction; or
- Any claim that your use of the Pathways Resource or your reliance on information transmitted through the Pathways Resource caused or contributed to damage or harm to any person. Such damage or harm includes personal injury or death.
The Association shall have the right, but not the obligation, to undertake the defence, compromise or settlement of any indemnifiable claim that has the potential to impact the validity, operation, exploitation or otherwise use of the Pathways Resource on your behalf, account and risk, and you shall provide all reasonable support and assistance to the Association in respect of such defense and shall remain liable to indemnify the Association for any Losses related thereto or arising therefrom. You shall not settle or conclude any legal claim indemnified hereunder in a manner that adversely impacts any of the Indemnified Parties without the prior express written consent of such impacted Indemnified Parties.
To the fullest extent permitted by law, you agree and acknowledge that under no circumstances and in no event shall the Association be liable to you, any User or to any other individual or entity for any damages or loss suffered or incurred by you, any User or any other person or entity (whether based on contract, tort, strict liability or any other legal theory) arising out of or in anyway related to these Terms or the use of or inability to use the Pathways Resource, including any: (a) consequential, incidental, indirect, direct, exemplary, special, aggravated, or punitive damages; (b) increased costs, diminution in value, or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether the Association was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.
You acknowledge and agree that the limitations of liability set out herein are fair and reasonable in the circumstances of these terms and that the Association would not have provided you access to or use of the Pathways Resource, but for your agreement to limit the Association’s liability in the manner, and to the extent, provided for herein.

Miscellaneous

Sections 1, 4, 5, 6, 7, 11, 18, 19, 20, 21, 24, 25, 26, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41 and 42 will survive the termination of the License, your use of the Pathways Resource and these Terms, as the context of each such provision requires.
The Association is located within the Province of British Columbia, Canada. These Terms will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. The parties agree that the Courts of the Province of British Columbia shall have exclusive jurisdiction to hear and make any judicial determination on any issue arising with respect to these Terms.
These Terms will be for the benefit of and binding upon your heirs, executors, representatives, administrators, successors and permitted assigns. You may not assign or otherwise transfer any of your rights or obligations under these Terms without the prior written consent of the Association.
These Terms constitute the entire understanding between the parties hereto and supersede all previous communications, representations and understandings, oral or written, between the parties, with respect to these Terms. Notwithstanding this provision, should a subsequent agreement in regards to these Terms be reached between the parties, as between the terms of the new agreement and the such subsequent terms, the more favourable terms to the Association shall apply. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
No waiver by the Association of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Association. Except as otherwise set forth in these Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
All remedies available to the Association hereunder are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. You acknowledge and agree that a breach or threatened breach of any of your obligations under Section 5 hereof would cause the Association irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the Association will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.
The words "herein", "hereof" and "hereunder" and other words of similar import refer to these Terms as a whole and not to any particular section. The headings in these Terms are for reference only and shall not affect the interpretation of these Terms. The word "or" is not exclusive and the word "including" is not limiting. These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
All notices, requests and communications to the Association hereunder shall be in writing (including e-mail or similar writing) and shall be given to the Association by courier or registered mail to Suite 2400 – 745 Thurlow St, Vancouver, BC, V6E 0C5, or sent by email to contact-us@pathwaysbc.ca. The Association may provide notice to you hereunder by sending an email to the email address associated with your Pathways Resource account, by sending courier or registered mail to a postal address association with your Pathways Resources account. or by otherwise publicly and prominently posting a notice, which may be applicable to many or all users of the Pathways Resource, on its Website in a conspicuous location.

These Terms of Use are effective as of September 22, 2022.