Terms of Service

Effective Date: January 17, 2018

You should read carefully the following terms and conditions contained in this Terms of Use as they govern your use of the Platforms and all related products and services. if you do not agree with this Terms of Use, you are not granted permission to access or otherwise use the Platforms and are instructed to exit the Platforms immediately.

  1. Legal Agreement

This Terms of Use (“TOU”) is a legal agreement between you and MEDNOW INC., together with our affiliates and distributors (collectively, “us” or “we”), which own and/or operate the websites located at  (the “Websites“), our mobile applications (the “Apps“), our software platforms, and all other services provided by us, as described on the Websites, Apps and our software platforms (collectively, the “Platforms“).  The Platforms operate to connect you with a pharmacy in our network that is located near to you (at the location that you provide to us).

This TOU forms a legally binding agreement between us and you. The term “you” refers to the person or entity visiting the Platforms, browsing or otherwise using the Platforms, or receiving any services through the Platforms.  This TOU sets out circumstances in which you may use the Platforms on behalf of another individual, for example, a child or other individual for whom you have legal authority, in which case references to “you” and “your” include the child or other individual for whom you have the legal authority.

IMPORTANT!  BY ACCESSING AND USING THE PLATFORMS, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TOU AND OUR PRIVACY POLICY AVAILABLE AT: , AND ALL APPLICABLE LAWS.  ACCESSING THE PLATFORMS IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THIS TOU AND THAT YOU INTEND TO BE LEGALLY BOUND BY IT.  IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THIS TOU, PLEASE DO NOT ACCESS OR USE THE PLATFORMS.

You agree that this TOU is the equivalent of a written paper agreement between you and us. For clarity the Pharmacy Services and Support Services are a function of the Platforms, as are other products and services we provide via the Platforms, and all terms relating to the Platforms in any of the foregoing documents are applicable to your use of the Platforms.

DO NOT USE THE PLATFORMS FOR MEDICAL EMERGENCIES.  If you have a medical emergency, call 911 immediately or attend the emergency room of the nearest hospital or health centre. Under no circumstances should you attempt self-treatment based on any content of the Platforms.

THE PLATFORMS ARE NOT SUBSTITUTES FOR THE ADVICE AND MEDICAL CARE BY A PHARMACIST, YOUR PRIMARY DOCTOR OR HEALTHCARE PROVIDER.

You agree that it is solely your responsibility to ensure that your access to and use of the Platforms complies with the laws of your jurisdiction. We make no representation that the Platforms are appropriate or available for use outside Canada.

We reserve the right at any time and from time-to-time to modify, edit and update this TOU and any of our policies. You should review this TOU and all policies regularly to make sure that you are aware of any changes. Your access to use of the Platforms on and after the date on which we post the revised terms constitutes your acceptance of the TOU as revised as well as of any revised policies.

You are responsible for all software, hardware, services (such as Internet service), and equipment necessary to access and use the Platforms, including all related expenses, if any.

  1. Pharmacy Services and Support Services

The use of the Platforms, as permitted by us and these TOU, enables you to be directed to and access to the services of health care professionals who are pharmacists (“HCPs”) and personal health assistants who assist such pharmacists (“PHAs”) who are part of our network and are located in proximity to your location (as you provide such location to us) by online communication, and to receive assistance with prescriptions and general information relating to pharmaceutical products (“Pharmacy Services” and “Support Services”, respectively).

A HCP may fulfil a prescription or assist with information relating thereto, as appropriate.  Pharmacy Services through the Platforms are not a substitute for having your own family doctor or primary care provider provide care to you, or for in-person health care interactions.

ALL HCPs ARE INDEPENDENT, REGULATED HEALTH PROFESSIONALS, REGISTERED TO PROVIDE PHARMACY SERVICES IN A PROVINCE OR TERRITORY IN CANADA, AND ARE SOLELY RESPONSIBLE FOR THE PROVISION OF PHARMACY SERVICES TO YOU IN ACCORDANCE WITH APPLICABLE PROFESSIONAL STANDARDS AND LEGISLATION.  HCPs may be located in the Province or Territory in which you reside, or another Province or Territory in Canada, as permitted by their regulatory authority.  For more information about any particular HCP, you may review their governing body’s website and consult their profile on the register.

ALL PHAs ARE INDEPENDENT PRACTITIONERS AND PROVIDE SUPPORT SERVICES THAT DO NOT FALL WITHIN THE SCOPE OF PRACTICE OF ANY REGULATED HEALTH PROFESSION.  PHAs ARE SOLELY RESPONSIBLE FOR THE PROVISION OF SUPPORT SERVICES TO YOU.

WE ARE NOT A HEALTH CARE PROVIDER AND ARE NOT ENGAGED IN THE PRACTICE OF MEDICINE OR ANY OTHER REGULATED HEALTH PROFESSION.  WE ARE NOT LIABLE FOR ANY PHARMACY SERVICES PROVIDED TO YOU BY HCPs OR SUPPORT SERVICES PROVIDED TO YOU BY PHAs.  NONE OF THE CONTENT ON THE PLATFORMS IS MEDICAL ADVICE OR AN ENDORSEMENT, REPRESENTATION OR WARRANTY REGARDING THE SAFETY, APPROPRIATENESS OR EFFECTIVENESS OF ANY PARTICULAR TREATMENT, MEDICATION OR SERVICE FOR YOU.

The sharing of your PI and PHI on any Platform does not establish a pharmacist-patient relationship between you and any PHA or us, and is not intended as a solicitation of individuals to become customers of the PHA. Your HCP or PHA is using the Platform under the licence from us and for its own use and purposes. As such, your HCP or PHA is ultimately responsible for all communications with you conducted through the Platform in accordance with any arrangement between you and your HCP or PHA.

  1. License Grant

This TOU provides to you a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to use the Platforms conditioned on your continued compliance with this TOU, all other requirements we impose for the Platforms, and all applicable laws and regulations. From time-to-time we may alter, amend, reduce or eliminate any function or elements of the Platforms, at our sole discretion.

The Platforms may include functionalities and elements that require you to register and create an account to access. Any aspect of the Platforms that requires registration may be governed by additional or substitute terms and conditions provided to you at the time of setting up your account or thereafter as an account holder.

  1. Restrictions

Except as expressly provided herein, we do not grant any other express or implied right to you or any other person. Accordingly, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, reverse engineer, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use the Platforms in any manner not expressly permitted herein. Moreover, you shall not, nor shall you permit any third party or person to, disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure implemented by us for use of the Platforms.

You further agree not to do any of the following:

  • Download, copy, or re-transmit any or all of the Platforms without, or in violation of, a written license or agreement with us;
  • Use the Platforms in any manner that could disable, overburden, damage or impair the Platforms or interfere with any other party’s use of the Platforms including their ability to engage in real time activities through the Platforms;
  • Use any robot, spider, other automatic device process or means, or similar data gathering, data mining, or extraction methods to access the Platforms for any purpose including monitoring or copying any of the material on the Platforms;
  • Use any manual process to monitor or copy any of the material on the Platforms or for any other unauthorized purpose without our prior written consent;
  • Use any device, software or routine that interferes with the proper working of the web/Internet;
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the web/Internet or the server on which the Platforms are hosted;
  • Attack the Platforms via a denial-of-service attack or a distributed denial-of-service attack;
  • Attempt to interfere with the proper working of the Platforms, including but not limited to through hacking, ransoming, or other attacks upon the services provided by and function of the Platforms;
  • Use the Platforms to fraudulently misrepresent yourself, impersonate another person, engage in false advertising; to defraud or defame any person, or to engage or otherwise participate in any ponzi scheme, pyramid scheme, chain letter, unsolicited bulk or commercial emails, or to collect any personal or personally identifiable information from any user of the Platforms with that person’s knowledge or consent;
  • Distribute the content of the Platforms for any purpose including without limitation compiling an internal database, redistributing or reproduction of the content by the press or media, or through any commercial network, cable or satellite system;
  • Post any content or Submissions, including any messages, ads, data, images, text illustrations, articles, photographs, or audio or video clips that might be considered by a reasonable person to be obscene or that contain racial, ethnic, religious slurs or derogatory epithets, or that advocate violence or hate, is threatening, abusive, libellous, defamatory, obscene, vulgar, pornographic, harassing in nature, profane or indecent material of any kind including without limitation any transmission constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or violate any local, state, provincial, territorial, federal or other law, infringe any person’s privacy or personal information, identify or make it easy to identify a child, or any child or other person’s present or future location, that contain language that is otherwise deemed offensive by us, or that contains software viruses, corrupted data, cancel bots, commercial solicitations, or mass mailings or any form of “spam”;
  • Use the Plaforms in any manner that promotes and/or enables illegal or unlawful activities;
  • Permit, allow or do anything that would infringe or otherwise prejudice our proprietary rights or our licensors or allow any third-party to access the content;
  • Use the Platforms other than for its intended purpose, or in any manner not expressly permitted in this TOU;
  • Remove any copyright, trademark, or other proprietary rights notice from the Platforms or any content thereof;
  • Create a database by downloading and saving content from the Platforms;
  • Delete or revise any content on the Platforms;
  • Transmit, disclose, collect or store personal information about others; or
  • Attempt to defeat any security measures that we take to protect the Platforms.

Such unauthorized use is a material breach of these terms, and may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes. For clarity, all references to the Platforms includes a references to each Platform individually.

  1. Content

We will not be responsible for any damages you or any third-party may suffer as a result of the submission, transmission, storage or receipt of confidential or proprietary information that you make or that you expressly or implicitly authorize us to make, or for any errors or any changes made to any submitted, transmitted, stored or received information. You are solely responsible for the retrieval and use of the content of the Platforms. You should apply your own judgment in making any use of any content, including, without limitation, the use of the information as the basis for any conclusions.

WE ASSUMES NO OBLIGATION TO UPDATE THE CONTENT ON THE PLATFORMS. THE CONTENT ON THE PLATFORMS MAY BE CHANGED WITHOUT NOTICE TO YOU. WE ARE NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE. WE DISCLAIM ANY LIABILITY FOR UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE PLATFORM. ACCESSING THE CONTENT FROM TERRITORIES WHERE IT MAY BE ILLEGAL IS PROHIBITED.

  1. Access and Use of the Platforms

The Platforms enable HCPs and PHAs to receive personal health information (“PHI”) and personal information (“PI”) about you through the Platforms and to provide Pharmacy Services or Support Services to you.  Your use of the Platforms neither establishes nor governs your relationship with the HCP or PHA. The Pharmacy Services or Support Services provided to you by the HCP or PHA form a bilateral contractual relationship between you and the HCP or PHA and we are not a party to this agreement.

To use the Platforms, you must be 18 years of age or older.

AS A CONDITION OF YOUR USE OF THE PLATFORMS, YOU WARRANT THAT: (1) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE; (2) YOU POSSESS THE LEGAL AUTHORITY TO CREATE A BINDING LEGAL OBLIGATION; (3) YOU WILL USE THE PLATFORMS IN ACCORDANCE WITH THESE TERMS OF USE; (4) ALL INFORMATION SUPPLIED BY YOU ON THE PLATFORM IS TRUE, ACCURATE, CURRENT AND COMPLETE; AND (5) IF YOU ARE ACCESSING OR USING THE PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

We retain the right, at our sole discretion, to deny access to anyone to the Platforms or the Pharmacy Services or Support Services, at any time and for any reason, including, but not limited to, for violation of these TOU.  You will cease and desist from any such access or use immediately upon our request.

You agree to refrain from abusive language or inappropriate conduct when communicating with anyone through the Platforms, including HCPs and PHAs and that you will conduct yourself at all times in a respectful manner.  You agree that you will not contact HCPs and PHAs in respect of Pharmacy Services or Support Services except through the Platforms.

In addition to the Pharmacy Services and Support Services, the Platforms enable you to upload and store your PHI, including PHI created or compiled in the course of providing Pharmacy Services, to share your PHI with HCPs and PHAs; and to receive and store prescriptions and sick notes or other documents, from HCPs and PHAs electronically.  The Platforms offer optional services that we can perform on your behalf, and at your direction, such as the secure transfer of a summary report about your Pharmacy Services to a physician of your choice or secure transfer of your prescription to your chosen pharmacy or prescription delivery service.

  1. Privacy & Security

The collection, use and disclosure of PI and PHI are governed by our Privacy Policy.  Our Privacy Policy is incorporated by reference into, and forms part of these TOU.  By accessing and using the Platforms, you agree to be bound by its terms.

The sharing of your PI and PHI on the Platforms does not establish a pharmacist/health practitioner-patient relationship between you and us and is not intended as a solicitation of individuals to become our patients or clients. Your HCP or PHA is using the Platforms under a license from us for their own use and purposes.  Your HCP or PHA is responsible for all communications with you conducted through the Platforms in accordance with any arrangement between you and your HCP or PHA, respectively.

THERE IS NO GUARANTEE THAT INFORMATION, PI OR PHI ON THE PLATFORMS OR ON THE INTERNET, OR SUBMISSIONS TO THE PLATFORMS OR THROUGH THE INTERNET WILL BE MAINTAINED CONFIDENTIAL AND SECURE. THE USE OF THE PLATFORMS AND THE CONTENT THEREOF IS AT YOUR OWN RISK AND WE ASSUME NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE CONTENT, YOUR USE OF THE PLATFORMS OR THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF YOUR INFORMATION, SUBMISSIONS, OR PERSONAL INFORMATION.

  1. User Accounts

In order to use the Platforms and access Pharmacy Services or Support Services, you may be required to create a user account (the “User Account“) and obtain a username and password login credentials (“User ID”).  You are responsible for keeping your User ID secure.  We reserve the right to disable any User Account issued to you at any time in our sole discretion. If we disable access to a User Account issued to you, you may be prevented from accessing the Platforms, any content, your account details or any User content.

The Pharmacy Services and Support Services are also available for use by children at the discretion of the HCP or PHA, but the user itself, the holder of User Account and User ID, for all patients under the age of 18 must be the patient’s parent or legal guardian. If you register as the parent or legal guardian on behalf of a minor, you must create a separate “profile” for each dependent and you are fully responsible for complying with these TOU.  Children may only use the Platforms in the presence of their parent or legal guardian.

  1. Submissions

We will permit you to provide certain submissions, including but not limited to images, text, written materials, and other information to us or other users through the Platforms (each, a “Submission(s)”). You agree you will not upload, post, display, or transmit any Submission(s) if such Submission(s), part thereof, or the act of making the Submission(s), would be considered: (i) to be useable to identify a child; (ii) relating to a child for whom you are not the parent or legal guardian; (iii) defamatory, abusive, or violative; (iv) to diminish, infringe, misappropriate or violate of any intellectual property or other property or proprietary rights of any third party; (v) child pornography or degrading to or bullying of a child or otherwise constitutes a harm to a child or a failure to protect a child from harm; or (vi) unlawful in any other way. We are not responsible for screening, policing, editing, or monitoring your or another user’s Submissions and encourages all of its users to use reasonable discretion and caution in evaluating or reviewing any Submission(s). Nevertheless, if you violate this TOU, we may, in its sole discretion, take whatever action is necessary to protect our legal or equitable rights, or otherwise enforce the terms of this TOU. Moreover, it is our policy to take appropriate actions under applicable intellectual property and privacy laws and all other applicable laws. If you become aware of Submissions that violate these rules regarding acceptable behavior or content, you may contact us as provided herein.

By using the Platforms to transmit, provide, distribute, or display a Submission(s), you automatically grant us and any of our current or future parents, subsidiaries, successor and assigns, as well as any current or future corporations, business entities, trusts, commonly-owned corporations, as well as any other entity owning, owned by, controlling, controlled by or under common control or ownership of an entity (whether legally, beneficially, by agreement or through stock ownership or other equity interest, directly or indirectly) and their permitted successors and assigns, with or without attribution, a royalty-free, perpetual, irrevocable, non-exclusive right and license to itself or any other party to use, act upon, make, have manufactured, sell, offer for sale, import, reproduce, modify, publish, create derivative works from, distribute and display such Submission(s) (in whole or in part) worldwide and/or to incorporate into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. You also acknowledge that such Submissions (in the form received or provided by you) are non-confidential for all purposes and that we owe no obligation of confidentiality, attribution, or approval, and has no control over the extent to which any idea or information may be used by any other party or person. You will receive no compensation for any Submission(s) and hereby waive any right to enforce any intellectual property or proprietary right against us and our parent, affiliates, and subsidiaries as a result of or on the basis of any use or exploitation of any Submission, or incorporation of any Submission into any of our product or service. You recognize that we have the right to use (and to allow third parties to use) such Submission(s) in connection with the operation of the Platforms and our business generally, including without limitation for our advertising and marketing purposes, and to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, reformat, and create derivative works based on such Submission(s). We may or may not publish your name in connection with such Submission(s) at our sole discretion. We may use such Submission(s) in any media, now known or hereafter developed. We are under no obligation to post or use any such Submission(s), and we may remove any such Submission(s) at any time in our sole discretion. You acknowledge and agree that we may have similar content already under consideration or development, and we will own all right, title, and interest in and to what we create or develop without use of such Submission(s). You agree not to provide us with any Submission(s) or programs that contain viruses, Trojan horses or tools that have the effect of compromising the security of the Platforms.

We do not control the content of any Submission and have no obligation to monitor any Submission. While we may attempt to delete insulting, offensive or inaccurate Submissions of which we are notified, we cannot prevent them and are not responsible for any damage such Submissions may cause.  We reserve the right at all times to disclose any information necessary to satisfy any law, regulation, or governmental or law enforcement request, or to edit, refuse to upload or to remove any Submission, in whole or in part, that, in our sole discretion, are objectionable, inaccurate, misleading, or in violation of this TOU.  We will fully cooperate with any legal obligation to disclose the identity of anyone making a threatening, libelous, obscene, pornographic, profane or otherwise offensive or illegal Submission. You acknowledge that you alone are responsible for the content of your Submissions and the consequences thereof.

With respect to the Submission(s), you acknowledge and agree that you are solely responsible for rights clearance and accuracy, and you hereby represent and warrant that you own all rights, title, and interest in the Submission(s) or have the full right, power and authority to grant the rights granted herein, free and clear of any claims, liens, encumbrances, or violations of any other agreement. You also represent and warrant that you are not aware of any investigation, claim, or litigation involving the Submission(s); the Submission(s) does not violate or infringe the rights of any other party (or person) or the laws or regulations of any government or judicial authority; the Submission(s) does not identify any child or cause harm to any child in any manner whatsoever; and the Submission(s) is accurate to the best of your knowledge. You also represent that You have taken all necessary action to enter into, execute, and perform under this TOU both on your behalf and on behalf of any organization pursuant to which you use the App or provide any Submission(s).

Non-Confidential Communications

Subject to any applicable law, any communications (such communications specifically exclude those containing your PI and your PHI, sent by or to you through the Platforms or otherwise to HCPs or PHAs), with us are on a non-confidential basis and we are under no obligation to refrain from reproducing, publishing, or otherwise using them in any way or for any purpose. We shall be free to use the content of any such communication, including, without limitation, any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose including, without limitation, developing, manufacturing and/or marketing goods and services. You agree not to assert any ownership right of any kind in such communications (including, without limitation, copyright, trademark, patent, industrial design, trade secret, unfair competition, moral rights, or implied contract) and you hereby waive the right to receive any financial or other consideration in connection with such communication including, without limitation, acknowledgement that you are the source of such communications.

Consents

By making a Submission to the Platforms, you hereby:

(i)        waive all moral rights in your Submissions in favour of us;

(ii)       consent to your name, address and email appearing as the contributor of your Submission, where applicable, and to the disclosure and display of such information and any other information which appears in or is associated with your Submission;

(iii)      acknowledge and agree that we are not responsible for any loss, damage, or corruption that may occur to your Submission, and we are not required to make any use of your Submissions; and

(iv)      acknowledge and agree that your Submission will be non-confidential.

Feedback

Should you provide any feedback or commentary to us relating to the Platforms or otherwise (collectively the “Feedback”) you hereby assign all rights, title and interest in and to such Feedback to us, including but not limited to all intellectual property rights therein and relating thereto, and you further hereby waive all moral rights therein in our favour. We reserve the right to utilize such Feedback in any manner, or to decline to utilize the Feedback in any manner, at our sole discretion. For clarity, you will not have any rights, title or interest in any use made of the Feedback, including but not limited to, any products or services developed from the Feedback.

  1. Limitations on Pharmacy Services and Support Services

HCPs and PHAs may ask you questions about your personal health history, present condition or symptoms, and any course of treatment or medication that has been prescribed to you.  The relationship between you and the HCP providing Pharmacy Services is a HCP-patient relationship.  PHAs do not provide any Pharmacy Services and only provide Support Services that are informational in nature.

Neither the Pharmacy Services provided by HCPs nor the Support Services provided by PHAs are intended to replace your primary care relationship with your family doctor or other primary care health professional. You should continue to consult your family doctor or other primary care health professional regularly or as needed or recommended by them.

HCPs may create prescriptions for medication for you, in some jurisdictions and can dispense medications to you. HCPs may send reports any prescriptions generated for you to your family physician or other primary care health professional after consultations with you.

By using the Platforms you hereby provide consent and authorization for the Pharmacy Services and Support Services provided to you. You are encouraged to ask questions of the HCP regarding any medication that is prescribed or recommended to you.  If you are not satisfied with the explanation or information provided by the HCP, you should seek a second opinion from another pharmacist or physician. You have the right to refuse or withdraw consent for Pharmacy Services or Support Services at any time.

Since pharmacy services are regulated at the provincial/territorial level, the type of Pharmacy Services that are available to you through the Platforms may differ depending on your province of residence and the location at the time you request Pharmacy Services.

There are restrictions on the types of Pharmacy Services that can be provided through the Platforms.  Certain types of pharmacy services may be are excluded or require in-person consultations.  If the HCP is not able to assist you, they will advise that you visit a pharmacy, clinic or hospital for an in-person consultation.

YOU MUST NOT USE THE PLATFORMS FOR EMERGENCY MEDICAL NEEDS.  IF YOU BELIEVE THAT YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY OR ATTEND YOUR NEAREST EMERGENCY ROOM.

The HCP has the discretion to refuse or discontinue the provision of Pharmacy Services at any time and for any reason, including if they are of the opinion that the Pharmacy Services are not appropriate in the circumstances or if there is actual or potential misuse of the Pharmacy Services.  Your HCP may determine that Pharmacy Services are not appropriate for some or all of your pharmacy service needs, and accordingly may elect not to provide Pharmacy Services to you through the Platforms.

As with any other health care service, there are risks associated with the use of the Pharmacy Services and risks associated with any inappropriate reliance on Support Services.

There are additional risks associated with online pharmacy services which may adversely impact the ability of the HCP to provide Pharmacy Services or the PHA to provide Support Services, including but not limited to (a) poor quality audio-video or data transfer connections due to remote locations or other network limitations that may limit the ability of the HCP  to conduct an appropriate assessment of your pharmacy needs, or otherwise obtain sufficient PHI from you to support the fulfilment of a prescription, (b) delays in evaluation resulting from similar technology failures, (c) lack of access to your personal health records maintained outside the Platforms (i.e., by your family doctor or other primary care health professional), which may result in adverse drug interactions, allergic reactions, or other errors (you should always advise the HCP of all medications you are taking and any allergies you may have), and (d) unauthorized collection, use or disclosure of your PHI due to a security protocol breach or failure.

Support Services are intended for general educational purposes only and are not Pharmacy Services.  PHAs may provide information relating to a disease or condition that is not patient specific and that does not include a diagnosis or treatment.  Support Services do not replace consultations with qualified regulated health professionals.

  1. Intellectual Property

All right, title and interest in and to the Platforms, together with all intellectual property rights therein and relating thereto, including but not limited to all patent, copyright, trademark, industrial design, trade secret, and all other intellectual property laws governed by statute, jurisprudence or common law, are our property or the property of our licensors.  Except as granted in the limited licences herein, any use, modification, transmission, distribution, republication, or other exploitation of the Platforms, whether in whole or in part, is prohibited without our express prior written consent.  Neither this TOU nor your use of the Platforms convey or grant to you any rights to use or reference in any manner our brand elements, company names, logos, trademarks or services marks or those of our licensors.

Limited Licence

Access to the Platforms for any purpose except the license right granted to you in this TOU is prohibited. You must also: abide by any additional requirements governing the use of any special content that may be set out in the Platforms or any Platforms; and if a period of time for which license rights are granted to you is prescribed (such as a subscription term or other period of time), you may only use the Software during such period of time. In the event of a conflict between the terms of a licence governing particular content and this TOU, the terms of the specific licence will govern.

Software Licence

All software embedded in or located on or at the Platforms, including, without limitation, all computer codes of all types and all files and/or images contained in or generated by such software (collectively, “Software”) is protected by copyright and may be protected by other rights, including other intellectual property right.  All Software is owned by us, our licensors, or the party accredited with ownership of the Software.  You are hereby granted the right to access and use the Software embedded and integrated into the Platforms, subject to this TOU and any additional conditions which may be imposed on your access and use of the Software, and if a period of time for which license rights are granted to you is prescribed (such as a subscription term or other period of time), you may only use the Software during such period of time.

If the Platforms provide Software for download, unless otherwise specified, you are hereby granted, subject to the terms of this TOU and to any other specific terms and conditions that may apply to your downloading and use of such Software, a personal, non-transferable, non-exclusive license to:

(i)        install and run one copy of the Software in object code format on a non-networked computer for your personal, non-commercial use; and

(ii)       reproduce the Software only as reasonably required to install, run, and make reasonable backup copies to the extent permitted by law; and

(iii)       do (i) or (ii) above only during any prescribed period of time for use of such downloaded Software.

Except to the extent expressly permitted in this TOU, you may not, and you may not assist others in doing any of the following:

(i)        use, reproduce, modify, adapt, translate, upload, download, or transmit the Software in whole or in part;

(ii)       sell, rent, lease, license, transfer, or otherwise provide access to the Software;

(iii)      alter, remove, or cover any trademarks or proprietary notices, including from the Software; and/or

(iv)      decompile, disassemble, decrypt, extract, or reverse engineer the Software.

Other than the limited licence granted herein, nothing contained in the Platforms shall be construed as granting you any right, title, interest, or other licence in or to any Software embedded or integrated into the Platforms or made available for download from the Platforms, including, but not limited to, any intellectual property rights in the Software.

ALL SOFTWARE EMBEDDED OR INTEGRATED INTO THE PLATFORMS IS PROVIDED “AS IS”, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATIONS, ANY WARRANTY THAT THE SOFTWARE: (I) IS OF MERCHANTABLE QUALITY AND/OR IS FIT FOR ANY PARTICULAR PURPOSE; (II) WILL CONFORM WITH ANY SPECIFICATIONS RELATING TO THE SOFTWARE; (III) WILL BE FREE FROM MATERIAL DEFECTS; (IV) CONTAINS NO COMPUTER VIRUSES OR OTHER CONTAMINANTS; OR (V) SHALL PROCESS DATE AND TIME-RELATED DATA WITHOUT CAUSING ANY PROCESSING INTERRUPTIONS, ABNORMAL TERMINATION OR PROCESS OR MANIPULATE ANY TIME-RELATED DATA.

All tools, calculators, or questionnaires (“Tool(s)”) made available on the Platforms are provided for general and illustrative purposes only. Tools do not constitute medical advice and are not intended to be a substitute thereof. You should not act or refrain from acting based on any information provided by any such Tool.

  1. Subscription Fees and Payments

We may, in our sole discretion, offer some or all of our Services to you for free or charge you subscription fees or pay-for-service fees in accordance with our then-current fee schedule that can be found on our Websites, as amended from time to time (the “Fee Schedule“). You or a responsible third party are responsible for paying any such applicable fees in accordance with the Fee Schedule (the “Fees“).  Unless otherwise expressly indicated in the Fee Schedule, all Fees are quoted in Canadian dollars, exclusive of applicable sales and value added taxes and are non-refundable and payable upon invoicing or demand from us.  You or a responsible third party are responsible to pay all sales and value added taxes that may be imposed in each applicable jurisdiction and will hold and save us harmless in respect of any such taxes. For clarity, however, we will not charge you any Fees for any Pharmacy Services that are insured under a provincial or territorial health insurance plan in Canada which you are entitled to receive at no cost to you as an insured person under any such plan.

If a third party (e.g., such as an employer or supplemental health insurance provider) has arranged with us to pay the subscription fee or any portion of the subscription fee, or if the subscription fee relates to some other arrangement with us, the subscription fee adjustment will be reflected in the subscription fee that you are ultimately charged.  If you have a Health Spending Account (HSA) offered as a benefit by your employer, you agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Please check with your employer to determine if any services will be reimbursed other than from your HSA.  We reserve the right to modify or implement a new pricing structure at any time prior to billing you or a responsible third party for your initial payment or for future payments due pursuant to these TOU.

We may require you to provide and keep updated during the Term the details of a current and valid credit card, debit card, PayPal account, Apple Pay, or other payment method (“Payment Method”) that is acceptable to us in our sole discretion. You hereby authorize us to charge any and all Fees that become due and payable to the Payment Method. You agree to pay such fees, charges and penalties (including costs and expenses related to collection by us of overdue payments) as we may from time to time set out on the Websites in respect of late or overdue payments, or declined or unsuccessful Payment Method transactions.

Payment for Pharmacy Services and Support Services

We facilitate payment of any fees payable to the HCP or PHA for the provision of Pharmacy Services or Support Services to you.  Payment of the fees through the credit card validation and processing arrangement described below shall be considered the same as payment made directly to the HCP or PHA.  All fees for Pharmacy Services and Support Services are in Canadian dollars and are inclusive of all applicable taxes.

Appointment Cancellation and No-Show

Appointments may be cancelled by you, with a refund for any payments collected online through our Platforms up to 12 hours in advance of the date of the appointment.  Beyond that point, only the HCP will be able to cancel appointments and issue refunds.  If you do not present at an appointment, the HCP may charge a non-refundable $25.00 fee and refund the original fee paid for the visit.

Payments and Credit Card Information

We do not store your credit/debit card number, expiry date or CVV (digits on the back). We use a third party service provider for payment processing, which enables us to securely use the card in the future without needing to ask for the card details again. Please see the website of our third party payment service provider for information about this service.

  1. Consent to Advertisement; No Endorsements

By using the Platforms, you consent to us posting advertisement materials on portions of the Platforms. Unless expressly stated, we do not recommend or endorse any particular brand of products, services, procedures, or other information that appears or is advertised from time to time on the Platforms.

  1. Linking

The Platforms may contain links to third-party websites. These links are provided for convenience only and not an endorsement by us of any third-party website and its content. Unless specifically stated, we do not operate any third-party websites and we are not responsible for any content, nor do we make any representation, warranty or covenant of any kind regarding any third-party website including, without limitation, any representation, warranty, or covenant:

(i)        regarding the legality, accuracy, reliability, completeness, timeliness, or suitability of any content on such third-party websites;

(ii)       regarding the merchantability and/or fitness for a particular purpose of any third-party web sites or material, content, software, goods, or websites located at or made available through such third-party websites; or

(iii)      that the operation of such third-party websites will be uninterrupted or error free, that defects or errors in such third-party websites be corrected, or that such third-party websites will be free from viruses or other harmful components.

The Platforms are not to be linked to or from any third-party website.  We reserve the right to prohibit or refuse to accept any link to the Platforms at any time and may remove a link without notice. You agree to remove any link to the Platforms you may have acquired or stored on at our request.

  1. Disclaimer

THE PLATFORMS ARE PROVIDED “AS IS”.  WHILE WE ENDEAVOR TO PROVIDE ACCURATE, CURRENT, AND TIMELY INFORMATION, WE MAKE NO REPRESENTATION, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, REGARDING THE PLATFORMS INCLUDING, WITHOUT LIMITATION, NO REPRESENTATION, WARRANTY OR COVENANT THAT:

(I)        THE CONTENT CONTAINED IN OR MADE AVAILABLE THROUGH THE PLATFORMS WILL BE OF MERCHANTABLE QUALITY AND/OR FIT FOR A PARTICULAR PURPOSE;

(II)      THE PLATFORMS OR CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, TIMELY OR SUITABLE FOR ANY PARTICULAR PURPOSE;

(III)      THE OPERATION OF THE PLATFORMS WILL BE UNINTERRUPTED OR ERROR FREE;

(IV)      DEFECTS OR ERRORS, WHETHER HUMAN OR COMPUTER ERRORS, IN THE PLATFORMS OR THE CONTENT WILL BE CORRECTED;

(V)       THE PLATFORMS WILL BE FREE FROM VIRUSES OR HARMFUL COMPONENTS; AND THAT

(VI)      COMMUNICATIONS TO OR FROM THE PLATFORM WILL BE SECURE AND/OR NOT INTERCEPTED.

WHILE WE HAVE ESTABLISHED POLICIES AND SAFEGUARDS TO PROTECT YOUR PI AND PHI, WE CANNOT GUARANTEE THE PRIVACY OR SECURITY OF ANY COMMUNICATION TO OR FROM THE PLATFORMS GIVEN THAT ANY INFORMATION TRANSMITTED OVER THE INTERNET IS GENERALLY NOT SECURE.  WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ASSUME NO LIABILITY RESULTING FROM ANY PRIVACY BREACH OR SECURITY INCIDENT INVOLVING YOUR PI OR PHI OR OTHER INFORMATION HELD ON THE PLATFORMS.

YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS AND USE OF THE PLATFORMS IS SOLELY AT YOUR OWN RISK AND LIABILITY.

INSTALLATION ON YOUR PERSONAL ELECTRONIC DEVICE AND USE OF THE PLATFORMS IS AT YOUR OWN RISK. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS TOU, WE SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF YOUR PHI OR PI OR RELEASE OF IT TO ANY THIRD PARTY WHETHER ACCIDENTAL OR NOT.

  1. Limitation of Liability

UNDER NO CIRCUMSTANCE SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING PROFESSIONAL NEGLIGENCE, PERSONAL INJURY, LOST INCOME OR LOST DATA, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE PLATFORMS AND/OR PHARMACY SERVICES AND/OR SUPPORT SERVICES PROVIDED BY HEALTH CARE PRACTITIONERS AND/OR PERSONAL HEALTH ASSISTANTS.  WE, OUR DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND INDEPENDENT THIRD PARTY CONTRACTORS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE PLATFORMS AND/OR PHARMACY SERVICES AND/OR SUPPORT SERVICES, OR YOUR INABILITY TO ACCESS OR USE THE PLATFORMS AND/OR PHARMACY SERVICES AND/OR SUPPORT SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY HEALTH CARE PRACTITIONER OR ANY PERSONAL HEALTH ASSISTANT. WE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. YOU AGREE THAT WE HAVE NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO YOUR USE OF THE PLATFORMS OR THE PHARMACY SERVICES AND/OR SUPPORT SERVICES PROVIDED TO YOU BY HEALTH CARE PRACTITIONERS AND PERSONAL HEALTH ASSISTANTS.

WE DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD-PARTY USER OF THE PLATFORM, OR ANY ADVERTISER OR SPONSOR OF THE PLATFORM (COLLECTIVELY, “THIRD-PARTY”). UNDER NO CIRCUMSTANCES SHALL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY INJURY, LOSS, DAMAGE OF ANY KIND (INCLUDING DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES), OR EXPENSE ARISING IN ANY FASHION WHATSOEVER FROM:

(I)        THE ACTS, OMISSIONS, OR CONDUCT OF ANY THIRD-PARTY, AND

(II)       ANY ACCESS, USE, RELIANCE UPON OR INABILITY TO USE ANY MATERIALS, CONTENT, GOODS, OR SERVICES LOCATED AT, OR MADE AVAILABLE AT, ANY WEBSITE LINKED TO OR FROM THE PLATFORMS, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THE FOREGOING LIMITATION SHALL APPLY EVEN IF OWNER KNEW OF OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

  1. Indemnity

You agree to indemnify, defend, and hold harmless us and our officers, directors, employees, agents, licensors, and their respective successors and assigns, from and against any and all claims, demands, liabilities, costs, or expenses whatsoever, including, without limitation, legal fees and disbursements, resulting directly or indirectly from:

(i)        your breach of any of the terms and conditions of this TOU;

(ii)       your access to, use, misuse, reliance upon, or inability to access or use the Platforms or any website to which the Platforms is or may be linked to from time to time; or

(iii)      your use of, reliance on, publication, communication, distribution, uploading, or downloading of anything on or from the Platforms; or

(iv)       the provision of any Pharmacy Services or Support Services or breach privacy or security involving your PI or PHI.

  1. Copyright Infringement

If you believe that any content on the Platform infringes your copyright, you may request that it be removed. This request must bear a signature of the copyright owner and must comply with the following, or with the requirements of applicable law in the relevant jurisdiction: (a) identify the allegedly infringing content; (b) indicate where on the App the infringing content is located; (c) provide your name and contact information; (d) state that you have a good faith belief that the content is infringing; (e) state that the information in your claim is accurate; and (f) indicate that “under penalty of perjury” you are the lawful copyright owner. Our contact for copyright issues relating to the Platform is: [Insert email address]

  1. Compliance with Investigations

We will cooperate with any investigation by any federal, provincial, or local body or any court or tribunal legitimately exercising its rights. Such cooperation may occur without any notice being provided to you.

  1. General Terms

Modification to the Platform

We reserve the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Platforms or any part thereof with or without notice to you.  We shall not be liable to you or any third party for any modifications, suspension, or discontinuance of the Platforms or any part thereof.

Termination

We may, in its sole discretion, cancel or terminate your right to use the Platforms or any part of the Platforms at any time without notice. In the event of termination, you are no longer authorized to access the Platforms or the part of the Platforms affected by such cancellation or termination. The restrictions imposed on you with respect to material downloaded from the Platforms, the disclaimers, and limitations of liabilities set out in this Agreement shall survive termination of this Agreement. We shall not be liable to you or to any third-party for such termination.

You may terminate these TOU at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Platforms) that your User Account be deleted or deactivated, ceasing use of the Platforms and uninstalling and removing all local software components thereof from your systems, including removing the App from your mobile device.

Use Prohibited Where Contrary to Law

Use of the Platforms is unauthorized in any jurisdiction where the Platforms or any of the Content may violate any laws or regulations. You agree not to access or use the Platforms in such jurisdictions. You agree that you are responsible for compliance with all applicable laws and regulations. Any contravention of this provision, or any provision of this TOU is entirely at your own risk.

Governing Law

You agree that all matters relating to your access or use of the Platforms and its Content shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of law. You agree and hereby submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to all matters relating to your access and use of the Platforms, as well as any dispute that may arise therefrom.

Severability

If any provision of this TOU is determined to be invalid or unenforceable, in whole or in part, by any court of competent jurisdiction, the remaining provisions of this TOU continue in full force and effect.

Waiver

Any consent by us, either express or implied, to, or waiver of, a breach of this TOU which you have committed shall not constitute a consent to, or waiver of, any other or subsequent breach.

Non-assignment

These TOU are not assignable, transferable, or to be sublicensed by you except with our prior written consent.  We may assign, transfer, or delegate any of our rights and obligations hereunder without your consent.

Entire Agreement

This TOU and the Privacy Policy constitute the entire Agreement between you and us relating to your access and use of the Platforms. This TOU supersedes and invalidates all prior representations, warranties, understandings, and agreements between you and us relating to the subject matter of this TOU.

Contact Us

Questions or comments regarding the Platforms should be directed to the Platform Administrator at privacy@mednow.ca.

© Mednow Inc., 2020.