Terms of Service

Last revised: December 2020

Welcome to and thank you for using www.medaki.ca, the website and only service of MedaKi Pharma Inc. This page explains the terms by which you, and others who access the Service, whether on behalf of a company or on their own individual behalf, which could refer to an individual, an employer, an employee associated with an employer account, or any other authorized user of the Service (the “User”) may use our online and/or mobile services, web site, and software provided on or in connection with the service (collectively the “Service”).

By accessing or using the Service, or by clicking “I Agree,” or otherwise affirming your intent to be bound by this Agreement, you signify that you have read, understood, and agree to be bound by this Terms of Use Agreement (“Agreement”) and to the collection and use of your information as set forth in the MedaKi Pharma Inc.’s Privacy Policy, located at www.MedaKi.ca/privacy-policy, whether or not you are a registered User of our Service. You can review the most current version of the Terms of Service at any time at: www.medaki.ca/terms.

MedaKi Pharma Inc., (hereafter “MedaKi”) reserves the right to make unilateral modifications to these terms and will provide notice of these changes as described below. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE, BY ARE NOT LIMITED TO, VARIOUS LIMITATIONS AND EXLUSIONS, AND INDEMNITIES.

This Agreement applies to all Users.

1.

Trademarks

MedaKi’s various logos used or displayed on the service are trademarks of Medaki Pharma Inc. and you may only use these trademarks or logos for promotional purposes to identify yourself as a customer or User of MedaKi Pharma Inc.’s products and services, provided you do not attempt to claim ownership of the marks by incorporating any of them within your names or offerings.

Please respect our trademarks and brands.

2.

Description of Services

The Services comprise a platform that connects you with an independent licensed pharmacist (“Pharmacist”) for consultation, therapeutic assessment, health advice, and prescription assessment. Prescriptions are dispensed, along with other goods by partnered pharmacies (“Pharmacy”) to your location or, if available, for you to pick up in-store. Delivery services are performed by third parties including partner Pharmacies or a third-party logistic providers (collectively, “Third Party Providers”). The platform also connects you with independent licensed doctors (“Doctors”) for consultation, therapeutic assessments, health advice, and prescription services.

When you access the Services to place an order for any services or products, you authorize the purchase and delivery of those products from the Pharmacy that you have selected, you acknowledge and agree that MedaKi is acting in capacity as an agent in the picking, packing, and/or delivery of the goods picked and purchased by you and that you are not the seller of the goods to you. You agree that your purchase is being made from the Pharmacy indicated on the MedaKi platform, as a result the Pharmacy is the merchant of record. You agree that MedaKi or the applicable retainer will obtain a credit card authorization for your credit card on file with MedaKi in order to cover the cost of the goods that you have purchased from the product supplier and any separate MedaKi fees. Your card will be charged for the goods purchased and any applicable fees, taxes and/or optional tips.

Further, you acknowledge and agree that, except as expressly provided for otherwise in these Terms or a separate agreement between you and MedaKi, MedaKi does not form any employment or agency relationship with you and does not hold title to any good that you order through the Services.

Unless otherwise indicated, all prices and other amounts are in the currency of the jurisdiction where the delivery takes place.

In order to use the Service, you must obtain access to the World Wide Web, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.

Occasionally, there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to pricing, product descriptions, promotions offers, and availability. MedaKi reserves the right to correct any errors made, inaccuracies or omissions and to change or update information or refuse to cancel orders if any information on the Services is inaccurate at any time without prior notice (including after you have submitted your order and/or your credit card has been charged). Please note that prices of products on the Services may be different than prices offered for the same products in-store by the same retailer.

3.

Use of Our Service

(A) Eligibility

This is a contract between you and MedaKi. You must read and agree to these terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with MedaKi, and only in compliance with this Agreement and all applicable local, provincial, national, and international laws, rules and regulations.

Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. Any use of or access to the Service by anyone under 18 is only permitted with the express written permission of such individual’s legal guardian, and, if necessary, you represent and warrant that you have received such permission. The Service is not designed for use by or in connection with anyone under the age of 18, and you accept all responsibility that may arise from your use of the Service in connection with any minors. The Service is not available to any Users previously removed from the Service by MedaKi.

Some parts of the Services may allow you to upload or submit content (such as text, images, video, recipes, lists, links, and other materials). You retain all rights in any content that you upload or submit, and are solely responsible for this content. You grant MedaKi a no- exclusive, royalty-free, worldwide, transferable, sub-licensable license to use, store, display, perform, reproduce, modify, create derivative works from, and distribute any such content for the purposes of operating, providing, and improving the Services. MedaKi may, in its sole discretion, remove or take down any content that you upload or submit to the Services for any reason, including violation of these Terms or any other policies.

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service solely as permitted by the features of the Service, which may vary by User. You may not copy, modify, distribute, sell or lease any part of the Services. Unless such restriction is prohibited by law or you have MedaKi’s written permission you may not reverse engineer or attempt to extract the source code of the Services. You may only access the Services through the interfaces that MedaKi provides for that purpose and you may not interfere or attempt to disrupt the Service. We may terminate this license or your access to the Service at any time for any reason or no reason.

You may have the option of accessing the Services through downloadable software and this software may update itself automatically on your device. Some software, or portions of software, in the Services may be governed by open source licenses. In that case, MedaKi will make such licenses available to you and, in the case of conflict between such a license and these Terms, the open source license will control but only with respect to the software to which it applies.

If you are using MedaKi on behalf of another entity, you represent and warrant that you have the necessary authority to bind that entity to these Terms and that you are agreeing to these Terms on behalf of that entity.

(B) MedaKi Accounts

In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or www.medaki.ca has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, www.medaki.ca has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify MedaKi immediately of any breach of security or unauthorized use of your account. MedaKi will not be liable for any losses caused by any unauthorized use of your account.

You will create a Username and password upon completing the registration process. You are responsible for maintaining the confidentiality of that login information, and are fully responsible for all activities that occur under that login. You agree to immediately notify www.medaki.ca of any unauthorized use of logins on your account or any other breach of security. It is recommended that you sign out from your account at the end of each session, especially on a shared device. MedaKi cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

You may control your User profile and how you interact with the Service by changing the settings on your User Settings page. By providing MedaKi with your email address and/or mobile number, you consent to our using the email address and/or mobile number to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address and/or mobile number to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your User Settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

If you use the Services to order a prescription drug product (where available), you understand and agree that customer inquiries must be conducted via telephone. You also understand and agree that a third party Pharmacy and/or MedaKi may send you unencrypted SMS messages, push notifications or other electronic notifications relating to the prescription drug products that you order through the Services. There is some risk that information such as communications could be read by an unintended third party. By using the Services to order a prescription drug product, you explicitly disclaim any liability against MedaKi for any harm or damage arising out of or in connection with any SMS messages, push notifications and/or other electronic means.

4.

Content

You understand that all information, data, text, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not MedaKi, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. MedaKi does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will MedaKi be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

We claim no ownership rights over Content created by you. The Content you create remains yours; however, by providing or sharing Content through the Service, you agree to allow others to view, edit, and/or share your Content in accordance with your settings and this Agreement. MedaKi has the right (but not the obligation) in its sole discretion to remove any Content that is shared via the Service. The Content may be viewed or shared with others in accordance with your profile settings and the Privacy Policy.

You agree not to post content that:

  1. May create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal
  2. May create a risk of any other loss or damage to any person or property;
  3. May constitute or contribute to a crime or tort;
  4. Contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable;
  5. Contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
  6. Contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships.
  7. Contains any information or content that you know is not correct and current; or
  8. Violates any company, employer or other applicable policy.
  9. Forges headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
  10. Intentionally or unintentionally violate any applicable local, provincial, national or international law.

You acknowledge and agree that MedaKi may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of MedaKi, its Users and the public.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You agree to not use any automated system, extension or software that causes your browser to automatically reload our web pages without special prior permission from MedaKi.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any province, country, territory or other jurisdiction.

In connection with your Content, you affirm, represent and warrant the following:

  1. You have the written consent of each and every identifiable natural person in the Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
  2. If applicable, you have the consent and appropriate rights in the Content to use your employer’s logos, trademarks, trade names or service marks in the manner contemplated by the Service or this Agreement.
  3. You have obtained and are solely responsible for obtaining all consents as may be required by law to post any Content relating to third parties.
  4. Your Content and MedaKi’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.

MedaKi may exercise the rights to your Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

To the best of your knowledge, all your Content and other information that you provide to us is truthful and accurate.

By posting or otherwise making available any Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to MedaKi a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Content and your name, voice, and/or likeness as contained in your Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and MedaKi’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.

In addition to the foregoing, if you are an employer, as between you and MedaKi you are solely responsible for any and all Content you provide and/or cause to be provided to the Service, and the consequences of providing, posting or transmitting such Content, including responsibility for compliance with breach notification laws.

5.

Usage Restrictions

You agree not to engage in any of the following prohibited activities:

  1. Copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
  2. Using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the MedaKi servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that MedaKi grants the operators of public search engines revocable permission to use spiders to copy publically available materials from www.medaki.ca for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
  3. (upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;
  4. Attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;
  5. Taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
  6. Uploading invalid data, viruses, worms, or other software agents or any code of a destructive nature through the Service;
  7. Collecting or harvesting any personally identifiable information, including account names, from the Service;
  8. Using the Service for any commercial solicitation purposes;
  9. Impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
  10. Interfering with the proper working of the Service;
  11. Accessing any content on the Service through any technology or means other than those provided or authorized by the Service;
  12. Bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein;
  13. Verbally, physically or other abuse (including threats of abuse or retribution) of any other User or any MedaKi customer, employee, member, or officer;
  14. Reproducing, duplicating, copying, selling, reselling or otherwise exploiting any portion of the Service, use of the Service, or access to the Service without the express written permission by MedaKi; or
  15. Modifying, adapting or hacking the Service or modifying another website so as to falsely imply that it is associated with the Service, MedaKi, or any other MedaKi service.

By using the service you represent and warrant under penalty of perjury that (i) you do not work for a competitor of the company; and (ii) that you will not provide any information gained from your use of or access to the site or the services to a competitor of the company.

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for any or no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

We reserve the right, but have no obligation, to monitor disputes between you and other Users. We shall have no liability for your interactions with other Users, or for any User’s action or inaction.

6.

Delivery of Prescription and non-Prescription Drug Products

The delivery of any prescription or non-prescription drug products is available in certain geographic areas through MedaKi. You agree that MedaKi is not a pharmacy. You also agree that you are solely responsible for the selection of the drug product and the prescription. MedaKi makes no warranties regarding the quality of the prescription drug products or the services provided by the Pharmacy. If you have any issues with the processing of your prescription, you should contact the Pharmacists or Pharmacy directly.

You agree that, upon delivery of any drug products, the recipient will provide valid government-issued identification proving their age to MedaKi or Third Party Providers delivering the prescription drug products, that the recipient will indicate their relationship to you (if the recipient is not you), and that any drug product delivered through the Services has not been purchased with the intent to resell the prescription drug product or provide the prescription drug product to someone other than to whom it is prescribed.

You also agree that MedaKi does not provide any medical advice, diagnosis or treatment, and that no pharmacy-patient relationship not physician-patient relationship exists between MedaKi and you as a result of your use of the Services. We encourage you to consult with your healthcare professional or Pharmacist regarding all health-related issues.

By using the MedaKi platform to have a prescription drug product delivered for a child or other member of your household, you represent and warrant that it is your intention not to consume or use the medication but instead to transfer the medication to the ultimate consumer or user for his or her consumption.

IF YOU ARE HAVING A MEDICAL EMERGENCY, CALL 911 OR CONTACT YOUR LOCAL EMERGENCY ASSISTANCE SERVICE IMMEDIATELY.

7.

API Terms; Third Party Software

Users may access the Services and their MedaKi account data via an API (Application Program Interface) and the Services may include access to certain third-party software for which certain additional terms may apply (“Third Party Software”). Any use of the API and Third Party Software, including use of the API through a third-party product that accesses MedaKi, is bound by the terms of this Agreement, including, without limitation, the following specific terms:

  • You expressly understand and agree that MedaKi shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if MedaKi has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API or Third Party Software.
  • You shall not, and shall not permit any third party to: (a) modify or create any derivative work of any part of the API or Third Party Software; (b) process or permit to be processed the data of any other party unless in connection with your authorized use of the API or Third Party Software; or (c) market, sell, license, sublicense, distribute, publish, display, reproduce, rent, lease, loan, assign or otherwise transfer to a third party the API, Third Party Software or any copy thereof, in whole or in part. You acknowledge and agree that you have no rights to any source code for the API or Third Party Software. You acknowledge and agree that, except to the extent permitted by law, you shall not cause or permit the disassembly, decompilation or reverse engineering of the API or Third Party Software or otherwise attempt to gain access to the source code to the API or Third Party Software (or the underlying ideas, algorithms, structure or organization of the object code in the API or Third Party Software).
  • Abuse or excessively frequent requests to MedaKi via the API may result in the temporary or permanent suspension of your account’s access to the API. MedaKi, in its sole discretion, will determine abuse or excessive usage of the API. MedaKi will make a reasonable attempt via email to warn the account owner prior to suspension but shall not be required to do so.
  • MedaKi reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API or Third Party Software (or any part thereof) with or without notice.
  • The Service may contain links to third-party materials that are not owned or controlled by MedaKi. MedaKi does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your Content on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and MedaKi’s Privacy Policy do not apply to your use of such sites. You expressly relieve MedaKi from any and all liability arising from your use of any third-party website, service, or content, including without limitation Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that MedaKi shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
  • MedaKi may use vendors, contractors or other third-party service provides to help provide the Service to you, and we may change our use of such vendors and contractors at our sole discretion and without notice to you.

8.

Mobile Software

We may make available software to access the Service via a mobile device (“Mobile Software”).

To use the Mobile Software you must have a mobile device that is compatible with the Mobile Software. MedaKi does not warrant that the Mobile Software will be compatible with your mobile device. You may use mobile data in connection with the Mobile Software and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. MedaKi hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one MedaKi account on one mobile device owned or leased solely by you, and in accordance with the features made available to you.

You may not:

  1. Modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law;
  2. Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party;
  3. Make any copies of the Mobile Software;
  4. Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or
  5. Delete the copyright and other proprietary rights notices on the Mobile Software.

You acknowledge that MedaKi may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and MedaKi or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void

The Mobile Software originates in Canada, and is subject to Canadian export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from Canada. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all Canadian and foreign laws related to use of the Mobile Software and the Service.

Mobile Software provided from App Store by Apple

The following applies to any Mobile Software you acquire from the App Store (“App StoreSourced Software”): You acknowledge and agree that this Agreement is solely between you and MedaKi, not Apple, and that Apple has no responsibility for the App Store-Sourced Software or content thereof. Your use of the App Store-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Software. In the event of any failure of the App Store-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to MedaKi as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App Store-Sourced Software or your possession and/or use of the App Store-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to MedaKi as provider of the software. You acknowledge that, in the event of any third-party claim that the App Store-Sourced Software or your possession and use of that App Store-Sourced Software infringes that third party’s intellectual property rights, MedaKi, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and MedaKi acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the App Store-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the App Store-Sourced Software against you as a third-party beneficiary thereof.

Mobile Software provided from Google Play Store

The following applies to any Mobile Software you acquire from the Google Play Store (“GoogleSourced Software”): (i) you acknowledge that the Agreement is between you and MedaKi only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) MedaKi, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to MedaKiI’s Google-Sourced Software.

9.

Propretary Rights

Except for your Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and Content belonging to other Users (the “MedaKi Content”), and all Intellectual Property Rights related thereto, are the exclusive property of MedaKi and its licensors (including other Users who post Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any MedaKi Content. Use of the MedaKi Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place MedaKi under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, MedaKi does not waive any rights to use similar or related ideas previously known to MedaKi, or developed by its employees, or obtained from sources other than you.

10.

MedaKi Property

The Service contains data, information, and other content not owned by you, such as reputational or status indicators (“MedaKi Property”). You understand and agree that regardless of terminology used, MedaKi Property represents a limited license right governed solely by the terms of this Agreement and available for distribution at MedaKi’s sole discretion. MedaKi Property is not redeemable for any sum of money or monetary value from MedaKi at any time. You acknowledge that you do not own the account you use to access the Service, nor do you possess any rights of access or rights to data stored by or on behalf of MedaKi on our servers, including without limitation any data representing or embodying any or all of your MedaKi Property. You agree that MedaKi has the absolute right to manage, regulate, control, modify and/or eliminate MedaKi Property as it sees fit in its sole discretion, in any general or specific case, and that MedaKi will have no liability to you based on its exercise of such right. All data on MedaKi’s servers are subject to deletion, alteration or transfer.

Notwithstanding any value attributed to such data by you or any third party, you understand and agree that any data, account history and account content residing on our servers, may be deleted, altered, moved or transferred at any time for any reason in our sole discretion, with or without notice and with no liability of any kind. MedaKi does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on our servers.

11.

Paid Services

Billing Policies

Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms, shared and signed before the start of service. Please note that a valid credit card is required for paying accounts.

MedaKi may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion, including, but not limited to, changing the monthly subscription plan fees for the Service. MedaKi shall provide 30 days’ notice before any change to our pricing or payment terms by providing you notification of your current payment terms. Such notice may be provided at any time by posting the changes to the MedaKi website or the Service itself.

Payment Information; Taxes

All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by Users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible and pay any applicable taxes, levies or duties, if any, relating to any such purchases, transactions or other monetary transaction interactions.

Payments

Payment shall be in the form you select when you register for the Service, or as subsequently updated as permitted by the Service. We reserve the right to withhold payment or charge back to your account any amounts otherwise due to us under this Agreement, or amounts due to any breach of this Agreement by you, pending MedaKi’s reasonable investigation of such breach. We also reserve the right to withhold payment or charge back to your account any amounts subject to dispute, such as in the case of credit card charge backs, pending successful resolution of the dispute. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third party fees related to returned or cancelled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service.

If you dispute any payment made hereunder, you must notify us in writing within thirty (30) days of such payment or from when you purport such payment would have been due, whichever is earlier. Failure to so notify MedaKi shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by MedaKi. No other measurements or statistics of any kind shall be accepted by MedaKi or have any effect under this Agreement and you shall have no audit rights hereunder. We may withhold any taxes or other amounts from payments due to you as required by law.

Upgrades or Downgrades

Any upgrade from the free plan or trial to any paying plan will end your free trial. You will be billed for your first month immediately upon upgrading. For any upgrade or downgrade in plan level, your credit card that you provided will be charged a prorated amount and then automatically be charged the new rate on your next billing cycle.

Downgrading your Service may cause the loss of content, Content, features, or capacity of your account. We do not accept any liability for such loss.

No Refunds

You may cancel your MedaKi account at any time; however, there are no refunds for cancellation. The Service is billed in advance on a monthly or annual basis and is nonrefundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, credit balances, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. In the event that MedaKi suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any MedaKi Property, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account.

12.

Cancellation and Termination

You are solely responsible for properly canceling your account. You can cancel your account at any time by clicking on the “My Account” link from the profile picture menu located in the navigation bar at the top right of the screen.

Content may be retained after cancellation unless and until we receive a deletion request. We may not be able to delete all information that has been shared with other Users. If you are an employer and wish to cancel your company account, we may retain the Content of employees or other Users associated with your company account so that such Users may continue to use the Service and maintain access to that Content.

If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.

MedaKi, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other MedaKi service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. We reserve the right to refuse service to anyone for any reason at any time.

13.

Trademarks and Site Name Squatting

We reserve the right to reclaim site names or subdomains on behalf of businesses or individuals that hold legal claim or trademark on those names, or otherwise have an interest in such names. Accounts using business names and/or logos that that we determine, in our sole discretion, mislead or could mislead others will be subject to suspension at our discretion.

You may not engage in site name squatting. Accounts that are inactive for more than thirty (30) days may also be removed at MedaKi’s discretion and without further notice.

14.

Privacy

We care about the privacy of our Users. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, located at www.medaki.ca/privacy, and to have your personally identifiable information collected, used, transferred to and processed in Canada.

15.

Security

MedaKi utilizes physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

16.

Indemnity

You agree to defend, indemnify and hold harmless MedaKi and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:

  1. your use of and access to the Service, including any data or content transmitted or received by you;
  2. your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above;
  3. your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights;
  4. your violation of any applicable law, rule or regulation;
  5. Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information;
  6. your gross negligence or willful misconduct; or
  7. any other party’s access and use of the Service (or access and use of any third-party service via the Service) with your unique Username, password or other appropriate security code.

17.

No Warranty

The service is provided on an “as is” and “as available” basis. Use of the service is at your own risk. To the maximum extent permitted by applicable law, the service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, durability, title, and non-infringement. In addition, to the maximum extent permitted by applicable law, MedaKi makes no representation, warranty, conditions or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the services, any services provided by Pharmacists or Third Party Providers, or goods requested through the use of the services from retailers, or that the services will be uninterrupted and error-free. MedaKi does not guarantee the quality, suitability, safety or ability of pharmacists, third party providers, product supplier or retailers. You agree that the entire risk arising out of your use of the Services, any Services provided by Pharmacists or Third Party Providers, or any products requested by you or delivered to you, remains solely with you and your MedaKi Pharmacist(s).

To the maximum extent permitted by applicable law, you agree that neither MedaKi nor its affiliates, retail partners, licensors, or suppliers is responsible for the fitness or conduct of any pharmacist or third party provided or for any services provided by any pharmacist or third party provider. Neither MedaKi nor its affiliates, retail partners, licensors, or supplies will be liable for any claim, injury or damage arising in connection with the acts or omissions of any pharmacist or third party provider.

If you have any dispute with a Pharmacist or Third Party Provider, you agree to release MedaKi (including MedaKi’s affiliates, and each of their respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands and damges of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes.

Without limiting the foregoing, MedaKi, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the service.

MedaKi does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the service or any hyperlinked website or service, and MedaKi will not be a party to or in any way monitor any transaction between you and third party providers of products or services.

18.

Limitation of liability

THIS PROVISION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL MEDAKI (INCLUDING ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, RETAIL PARTNERS, LICENSORS AND SUPPLIES) BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR THESE TERMS, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF MEDAKI OR MEDAKI’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL MEDAKI (INCLUDING ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICER, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, RETAIL PARTNERS, LICENSORS, AND SUPPLIERS) BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO PHYSICAL DAMAGES, BODILY INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT) ARISING OUT OF YOUR USE OF THE SERVICES OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, EVEN IF MEDAKI OR MEDAKI’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

To the maximum extent permitted by applicable law, MedaKi assumes no liability or responsibility for any:

  1. errors, mistakes, or inaccuracies of content or the service;
  2. personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service;
  3. any unauthorized access to or use of our secure servers and/or any and all personal information stored therein;
  4. any interruption or cessation of transmission to or from the service;
  5. any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party;
  6. any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and/or
  7. content or the defamatory, offensive, or illegal conduct of any third party. In no event shall MedaKi, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to MedaKi hereunder.

The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Some provinces do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from province to province. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.

The Service is controlled and operated from facilities in Canada. MedaKi makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Canadian and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by Canada, or are a foreign person or entity blocked or denied by Canada government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in Canada.

19.

Governing Law, Arbitration, and Class Action/Jury Trial Waiver

Governing Law

You agree that:

  1. the Service shall be deemed and governed by and construed in accordance with the laws of the Province of Ontario and the Federal laws of Canada applicable therein; and
  2. the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Ontario. This Agreement shall be governed by the internal substantive laws of the province of Ontario, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. You agree to submit to the personal jurisdiction of the federal and provincial courts located in Kingston, Ontario for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Kingston, Ontario is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

20.

Arbitration

Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from MedaKi. For any dispute with MedaKi, you agree to first contact us at contact@medaki.ca and attempt to resolve the dispute with us informally. In the unlikely event that MedaKi has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration. The arbitration will be conducted in Kingston, Ontario, unless you and MedaKi agree otherwise. Each party will be responsible for paying any filing, administrative and arbitrator fees, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing MedaKi from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

21.

Class action/jury trial waiver

With respect to all persons and entities, regardless of whether they have obtained or used the service for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and MedaKi are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

22.

General

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by MedaKi without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Notification Procedures and Changes to the Agreement

MedaKi may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by MedaKi in our sole discretion. MedaKi reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. MedaKi may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.

Entire Agreement/Severability

This Agreement, together with any amendments and any additional agreements you may enter into with MedaKi in connection with the Service, shall constitute the entire agreement between you and MedaKi concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and MedaKi’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Force Majeure

MedaKi will not be responsible for a failure to fulfill its obligations under these Terms and Conditions or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable control, such as acts of nature, acts of government, war, riots, strikes and accidents in transportation, but excluding a lack of financing, cash or credit.

Contact

Please contact us at contact@medaki.ca with any questions regarding this Agreement.

This Agreement was last modified in the month of December 2020

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