Subscription Services Agreement

This Subscription Services Agreement (“Agreement”) is entered into between MedaKi Pharma Inc. (“MedaKi,” “we,” “us”) and the individual or entity subscribing for store services (“Subscriber,” “you”), and governs each paid store subscription on the MedaKi platform. By checking the acceptance box during store activation, or by continuing to use a subscribed store after notice of an updated version, you agree to be bound by this Agreement for that store. This Agreement incorporates our Terms of Service and Privacy Policy by reference; in the event of a conflict concerning subscriptions, this Agreement prevails.

Each store subscription provides access to the MedaKi merchant platform for the applicable store, including: a branded storefront on the MedaKi marketplace, order management tools, POS and inventory synchronization (supported providers), delivery, pickup, and shipping tools, payment processing, and the team member seats included with the selected plan (the Essentials plan includes two, counting the owner).

MedaKi may enhance, modify, or discontinue individual features of the services from time to time, provided such changes do not materially reduce the core functionality of your plan during a paid term.

The Essentials plan is $50 CAD per month, per store (introductory: $25 CAD/month for the first three months), or $540 CAD per year, per store. Additional team seats are $10 CAD per month each, prorated, and always billed monthly. MedaKi may offer additional plan tiers with different fees and inclusions; current plans and pricing are published at medaki.ca/pricing, and the fees for the plan you select apply.

Fees are billed in advance to the payment method on file and renew automatically until canceled. MedaKi may change fees upon at least thirty (30) days’ notice, with changes taking effect at the start of your next billing cycle. Applicable taxes are added where required. Adding or removing stores or seats, or changing plans, mid-cycle is prorated. Except as expressly stated in this Agreement or required by law, all fees are non-refundable.

If a payment fails, we retry automatically over a 7-day grace period during which your store remains live. If payment cannot be collected, MedaKi may suspend the store: it is hidden from the marketplace and dashboard access is limited until billing is resolved. Existing orders are unaffected and may still be fulfilled. Suspension does not relieve you of amounts owing.

You may cancel at any time from your dashboard’s billing portal; unless otherwise shown there, cancellation takes effect per the prorated terms presented at the time of cancellation. Refunds for customer orders are governed by the Refund Policy.

On cancellation or suspension, your store data, products, and settings are retained so you can reactivate. You may request deletion of your data, subject to our Privacy Policy and any legal retention obligations.

You represent and warrant that you hold, and will maintain for the duration of this Agreement, a valid pharmacy licence and all permits required to operate your business, and that you will comply with all applicable laws and regulations, including pharmacy, privacy, and consumer-protection legislation.

You are solely responsible for the products you list and sell, including their legality, safety, the accuracy of listings and pricing, and the fulfilment of orders placed through your storefront. You agree to keep your account information current, maintain a valid payment method, and use the services only for lawful purposes.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDAKI DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

MedaKi makes no representation or warranty as to sales volume, revenue, profitability, or any other commercial outcome of any store operated on the platform, and does not warrant that use of the service will produce any particular results or earnings. MedaKi supplies the platform, infrastructure, and tools for the creation and management of an online store; the commercial performance of a store depends on factors within the store owner’s control, including product selection and quality, pricing, marketing, and customer engagement. Responsibility for generating sales and revenue rests solely with the store owner, and nothing in this Agreement or in MedaKi’s marketing materials shall be construed as a guarantee of business results.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDAKI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, AND MEDAKI’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. Some jurisdictions do not allow certain limitations of warranties or liability; where such laws apply, the above limitations apply to the maximum extent permitted.

You will defend, indemnify, and hold harmless MedaKi and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the products you list or sell; (b) your breach of this Agreement; (c) your violation of any law or regulation, including pharmacy regulations; or (d) any third-party claim connected to the operation of your store.

This Agreement applies for as long as you hold an active subscription. MedaKi may suspend or terminate this Agreement for material breach or unlawful activity. We may update this Agreement from time to time; material changes are notified in advance and require re-acceptance for continued service. Provisions that by their nature survive termination — including Sections 6, 8, 9, 10, and 12 — survive.

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, and the parties attorn to the exclusive jurisdiction of the courts of Ontario. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control. You may not assign this Agreement without MedaKi’s prior written consent; MedaKi may assign it in connection with a merger, acquisition, or sale of assets. If any provision of this Agreement is held unenforceable, the remaining provisions continue in full force. A failure to enforce any provision is not a waiver of it. This Agreement, together with the documents it incorporates by reference, constitutes the entire agreement between the parties regarding store subscriptions. Notices to MedaKi may be sent via our Contact page; notices to you may be sent to the email address associated with your account.