Pharmapod's

Mobile Application Terms of Service

Before you use this Application you must accept our Terms of Service and Privacy Policy. These will be accessible in My Profile for you.

PHARMAPOD – MOBILE APPLICATION TERMS OF SERVICE

Version: 43624313.4

SECTION 1: ACKNOWLEDGMENTS
SECTION 2: GLOSSARY
SECTION 3: ACCESS TO THE SERVICES
SECTION 4: REGISTRATION
SECTION 5: AGE AND RESPONSIBILITY
SECTION 6: FEES AND PAYMENT
SECTION 7: DATA
SECTION 8: INTELLECTUAL PROPERTY
SECTION 9: TERMINATION
SECTION 10: WARRANTIES; DISCLAIMERS; INDEMNITY
SECTION 11: LIMITATION OF LIABILITY
SECTION 12: NOTICES
SECTION 13: MISCELLANEOUS

This TERMS OF SERVICE AGREEMENT (the "Agreement") is a legal agreement between you ("you") and PHARMAPOD LIMITED, a limited company, whose registered office is at Fitzwilliam Business Centre, 151-156 Thomas St, Usher's Island, Dublin, D08 PY5E, Ireland, Companies Registration Office number 492722, or such other corporate affiliate of Pharmapod Limited as may make the Services available to you from time to time (“Pharmapod”, “our” or "we") for your access to certain services provided by Pharmapod through its multi-platform smartphone and tablet software application from time to time (the “Services”), in accordance with the terms of this Agreement.
Your use of the Services are subject to the terms of this Agreement and subject to any rules or policies applied by any app store provider or operator from whose site (“App Store”), you downloaded any application that is part of the Services. We do not sell any application or Service to you and remain their sole owners at all times.

DISCLAIMER:

We do not provide medical or legal advice. The Services do not replace the advice of a doctor, medical practitioner, pharmacist or clinician or lawyer. You use the Services at your own risk.

Operating system requirements

The Services are available for products running iOS and Android software. Although the application and any downloaded modules will reside on your device, you will need internet access in order to engage with the Services.

IMPORTANT NOTICE: BY DOWNLOADING THE APPLICATION, ACCESSING THE SERVICES AND/OR CREATING AN ACCOUNT YOU AGREE TO THE TERMS OF THIS AGREEMENT, WHICH IS A BINDING AGREEMENT BETWEEN YOU AND PHARMAPOD.

If you do not agree to the terms of this Agreement, (i) you must not download any application or use the Services, (ii) we do not grant you any license to the application or to access any Services and (iii) you are not permitted to access the Services.

Pharmapod hereby grants to you a non-exclusive, non-transferable and non-sublicensable right to access and use the Service, solely during the period for which you have an account and solely for your personal use as a consumer.

The following terms and conditions are the terms and conditions for the use of the Service.

1. ACKNOWLEDGMENTS

1.1 Applicability. The terms of this Agreement apply to your use of the Services (which includes your access to the Services using our application(s) or through any other method) including any updates that replace or supplement any of the foregoing, unless they come with separate terms, in which case those terms apply.

1.2 Updates. From time to time updates to the application may be issued through the App Store. Depending on the update, you may not be able to use the Services until you have downloaded the latest version of the application and accepted any new terms.

1.3 Control of your Devices. You will be assumed to own or control the mobile devices to which the application is downloaded or through which the Services are accessed using your credentials ("Devices"). You may be charged by your service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this Agreement for the use of any Service on or in relation to any Device, whether or not it is owned by you.

1.4 Privacy Policy. The terms of our privacy policy, available on this Platform (the “Privacy Policy”), as may be amended from time to time, are incorporated into this Agreement by reference and apply to your use of the Services. Additionally, by using any Service, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

1.5 Technical Data. By using any of the Services, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals to facilitate the provision of software updates or otherwise to improve our products and to provide any Services to you.

1.6 Third Party Functionality. The Services may contain links to third-party websites or functionality (collectively, "Third-party Sites"). If you elect to use such Third-party Sites, and/or if you elect to “click” on a link or button, you understand that (i) you may be leaving the Services or and (ii) your use of any such Third-party Site will be subject to any terms and conditions required by the applicable third party. You understand that Pharmapod is not the provider of, and is not responsible for, any such Third-party Sites and that this Agreement does not themselves grant you any rights to access, use, download content from, or purchase any Third-party Sites. The fact that Pharmapod links to a third-party website or service does not imply any relationship, sponsorship or affiliation between Pharmapod and such third party and is not an endorsement of that third party, nor is it an endorsement of their privacy or information security policies, term of use, business practices, or their compliance with laws. Pharmapod encourages you to read the privacy policies and terms of use of the other websites and services you use and the terms of the offers in which you participate. You agree that Pharmapod is not responsible for nor will Pharmapod be liable to you or any third party for your interaction with such third parties and your access and use of such Third-party Sites is at your own risk. You also acknowledge that, if we enable third parties to add content directly to the Services or to submit marketing messages or other communications within the Services, we will not be responsible for such content, messages or communications. However, we will comply with the Privacy Policy in relation to any third party marketing, and will investigate promptly if we receive any complaints about third party content.

1.7 Canada-Only. Subject to Section 1.8, the Services have been designed for users residing in the Canada and we make no representation that the Services are appropriate for, or permitted to be used in, any other location. You are therefore responsible for ensuring that you comply with all applicable laws in your location in relation to your downloading and use of the Services. If we become aware of any legal or other risk associated with the availability of the Services, whether in a particular location or more generally, we reserve the right to change, suspend, withdraw or disable access to Services at any time without notice, and we shall have no liability to you in respect of such action.

1.8 Quebec Exclusion. We have no obligation, nor any responsibility to provide the Services in the province of Quebec and assume no liability for any action or inaction in relation to Quebec. We do not and cannot undertake to provide the Services in Quebec, and make no representations, warranties or guarantees, whether express or implied, that the Services will be made available in Quebec, now or in the future. You are therefore responsible for ensuring that you comply with all applicable laws in Quebec, including refraining from using the Services in Quebec in relation to your downloading and use of the Services. If we become aware of the downloading, availability or usage of the Services in Quebec, we reserve the right to immediately suspend, withdraw or disable access to the Services at any time without notice, and we shall have no liability to you in respect of such action.

1.9 No Sanctions. You represent and warrant that you are not located in a country that is subject to a Canadian sanction, or that you are personally sanctioned in your individual capacity under the United Nations Act, Special Economic Measures Act, or Justice for Victims of Corrupt Officials Act, or any other applicable legislation against foreign states or non-state actors in support of peace and security and the enforcement of international norms and laws.

2. GLOSSARY

The following definitions shall apply in respect of this Agreement:

“Confidential Information”: means all documentation, technical information, software, personal and business information, trade secrets or know how or other materials of a confidential nature or that are disclosed in confidence by either party to the other during the term of this contract.
“End User Data”: means the data submitted by you and data collected by Pharmapod from or for you using the Service, including, but not limited to, Personal Data.

“Data Protection Legislation”: to the extent applicable to the provision of any Service under this Agreement, all privacy, security, and data protection laws, rules, and regulations of any applicable jurisdiction including any jurisdiction in which the Service is being provided or the Personal Data is being processed and any jurisdiction from which Pharmapod provides any of the Service.

“Intellectual Property”: means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Personal Data”: means any information that can identify an individual directly or through reasonably available information. This does not include business contact information that is used for the purpose of communication or facilitating communication with an individual in relation to their employment, business, or profession, nor does it include anonymized or aggregated data to the extent such data cannot be used to reidentify an individual.

“Subscription Fee”: means the fee(s) payable by you for the Services as set out in the Services.

3. ACCESS TO THE SERVICES

3.1 Your Account. You may access and use the Services solely in your own name, in which your account is registered, for personal, non-commercial and lawful use and not for the use or benefit of any third party.

3.2 Account Limitation. Pharmapod may impose limits on certain features of the Services or restrict your access to parts or all of the Services without notice or liability.

3.3 Modification of Agreement. Pharmapod reserves the right, at its discretion, to modify this Agreement from time to time and at any time by posting a notice on the Services, or by sending you a notice via e-mail, and you consent to the receipt of such notice. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Services. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified. If you do not agree with such changes you must immediately stop using the Services and close your End User Account. Any new features that materially augment or enhance the Services currently available, including the release of new tools and resources, shall be subject to this Agreement (as updated).

3.4 Modification of Services. Pharmapod may make changes, upgrades and improvements to the Services or modify or delete any features or functions of the Services at any time in Pharmapod’s sole discretion including, but not limited to, as may be necessary to comply with applicable laws or industry-standard requirements or requirements of third party service providers.

3.5 Account Availability. Access to the Services shall be as they may exist and be available on any given day and Pharmapod has no other obligation, except as expressly stated in this Agreement. There will be occasions when the Services will be unavailable or interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. YOU AGREE THAT PHARMAPOD WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE SERVICES OR OTHER CONTENT. Pharmapod retains the right to create limits on use and storage with respect to the Services determined at its sole discretion at any time with or without notice.

3.6 Eligibility. To be eligible to use the Services, you must meet the following criteria and represent and warrant that you:

(a) are not currently restricted from use of the Services, or not otherwise prohibited from having a Pharmapod account;

(b) will only maintain one account on the Services (an “End User Account”) at any given time;

(c) will comply with all applicable laws and regulations that apply to your access and use of the Services; and

(d) will not violate any rights of Pharmapod, including Intellectual Property rights such as copyright, patent, design or trademark rights.

3.7 Restrictions on Use.
(a) You may not (i) decompile, disassemble, or reverse engineer the Services or any portion thereof; (ii) attempt to gain unauthorized access to the Services, any portion thereof, including content accessible via the Services, or any other system or platform through the Services; (iii) use any automatic device, program, algorithm, or methodology, or engage in harvesting of email addresses or other personal information, unsolicited emailing, phone calls or mailings, spoofing, flooding, overloading, spidering, screen scraping, database scraping, or any similar or equivalent manual process to access, acquire, reverse engineer, copy or monitor any portion of the Services or any content on the Services; (iv) reverse look up, trace or seek to trace any information on any other user of or visitor to the Services to its source; (v) share account usernames and passwords with third parties; (vi) use another person’s account or impersonate another person; or (vii) interfere with or disrupt the integrity or performance of the Services or any content thereof.

(b) You will not publish, post, upload, distribute, or disseminate (i) any materials that violate any legal rights (such as rights of privacy and publicity, intellectual property rights) of others, or otherwise violate any such rights using the Services; (ii) any profane, defamatory, libelous, obscene, indecent, threatening, or unlawful topic, name, image, material, or information; (iii) any content that, in our sole and absolute judgment, is objectionable, or which may expose the Services or its users to any harm; (iv) any topic, name, material, or information that incites discrimination, hate, or violence towards one person or a group because of their race, gender, sexual orientation, religion, or national origin, or that insults the victims of crimes against humanity by contesting the existence of those crimes; (v) any false information or misrepresented in ways that could damage us or any third party; or (vi) containing any software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.

4. REGISTRATION

4.1 Information. By downloading this application or otherwise accessing the Services, you have chosen to create an End User Account and you represent to Pharmapod that the information you provide us is truthful, accurate, complete, current, and otherwise in compliance with this Agreement and all applicable laws at all times. We will retain this information in accordance with the terms of our Privacy Policy. Submission of false, fraudulent misleading, inaccurate, incomplete, obsolete, or other information prohibited under this Agreement may result in immediate termination of your account or the Services and/or reporting to the relevant law enforcement authority.

4.2 Registering. When you register, you will be required to generate a unique log-in credential (a password) which relates to your own personal Device and End User Account. Your password will be subject to certain limitations as regards availability, at the sole discretion of Pharmapod. We reserve the right to arrange forfeiture of your password at any time. The combination of your Device and the password may permit us to verify you as the permitted and authorized user of the particular End User Account, as well as providing access to the secure parts of the Services. Access to the secure aspects of the Services is not permitted for any other person or entity using your Device and password and you are responsible for preventing such unauthorized use. Upon successful completion of the registration process, you will be afforded access to your End User Account. You will be required to validate your End User Account through a validation process by email or SMS message.

4.3 Access Denial. Individuals whose access to or use of the Services has previously been terminated by Pharmapod may not register for another account, nor may you designate another individual to use your account on your behalf. Pharmapod expressly reserves the right not to grant access to anyone they may choose to the Services or to create an End User Account for any reason.

4.4 Authentication. The Services rely on your Device identifier and passwords to know whether the person accessing and utilizing the Services are authorized to do so. If someone accesses the Services using your Device and/or password generated in relation to your End User Account, we will rely on that process and will assume that access has been made by you. You are recommended to renew your access credentials regularly to prevent unauthorized use. You are solely responsible for maintaining the confidentiality of your End User Account information, including, but not limited to, your account password, personally identifying numbers, and personally identifying information, and restricting access to your Device and/or your End User Account. You are solely responsible for any and all activities that occur under your account, including, but not limited to, any and all access to your End User Account and/or use of the Services by persons using your Device and password. You must notify us immediately if you believe or become aware that your End User Account is being used without your authorization. Pharmapod will not be responsible or liable for any loss or damage arising from your failure to comply with these requirements and you may be held liable for any losses incurred by Pharmapod or any other user of the Services if your failure to keep your End User Account information secure and confidential results in someone else’s use of your End User Account or account information.

4.5 Access Indemnity. You shall indemnify Pharmapod and hold Pharmapod harmless for all damages and losses related to your failure to comply with the provisions of this Section 3, including, without limitation, your failure to secure your End User Account from third party access.

5. AGE AND RESPONSIBILITY

5.1 Age. You represent and warrant to Pharmapod that you are at least 18 years of age. You shall not access or use the Services unless you are over 18 years of age.

5.2 Responsibility.

(a) By using and registering for the Services, you understand that you are financially responsible for the applicable costs (if any) of using the Services as detailed in this Agreement.

(b) You agree to notify us immediately of any unauthorized use of your log-in information or any other breach of security via the notice provisions below.

(c) The Services shall only be used as an information tool. It is not intended to override the professional judgment of a healthcare or legal professional. It is your obligation to ensure that the information you input to the Services is accurate, and it is the obligation of any applicable clinician/health care provider/pharmacy to ensure that it maintains accurate and complete information-gathering prompts where relevant. Use of the Services is solely at your own risk.

5.3 Disclosure of Your Information.

(a) You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide to us, if required to do so by law or we, in good faith believe that such access, preservation or disclosure is reasonably necessary in our opinion to:

(i) comply with legal process, including, but not limited to, regulatory compliance, civil and criminal proceedings, investigations, court orders or other compulsory disclosures;

(ii) enforce this Agreement;

(iii) respond to claims of a violation of the rights of third parties, whether or not the third party is a user, individual, or government agency;

(iv) respond to customer service inquiries; or

(v) protect the rights, property, or personal safety of Pharmapod employees, our users or the public.

(b) Disclosures of user information to third parties other than those required to provide customer support, to administer this Agreement, for the receiving pharmacist or medical or health professional administering or connecting with you via the Services or to comply with legal requirements are addressed in the Privacy Policy.

6. FEES AND PAYMENT

6.1 Fees. Where applicable, Pharmapod may permit you to pay for (or subscribe to) certain features or other a la carte functions within the Services. In all such instances you agree to pay to Pharmapod such fees associated with such features or functions within the Services, using the payment method you provide to Pharmapod’s third party payment processor in connection with your election to purchase such features or functions. You agree that Pharmapod will charge such payment method as set forth in the Services. Such charges will be made and payable by you in advance, in accordance with the billing frequency specified by Pharmapod. You are responsible for providing complete and accurate billing and contact information and notifying Pharmapod of any changes to such information.

6.2 No Refund. All amounts due under this Agreement: (i) shall be payable in such currency as set out in the Services; and (ii) are non-cancellable and non-refundable. There are no refunds or credits for partially used periods. Pharmapod will bill you for applicable taxes as a separate line item on each invoice or payment. You are responsible for payment of all sales and use taxes, value added taxes or similar charges.

7. DATA

7.1 Ownership of End User Data. You shall own all rights, title and interest in and to all of End User Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such data. You hereby grant, and represent and warrant that you have the right to grant, Pharmapod (its subcontractors and third party providers) an irrevocable, perpetual, non-exclusive, royalty free, transferable and assignable worldwide license to process End User Data to the extent contemplated by this Agreement.

7.2 Loss of Data. Other than as required by law, in the event of any loss or damage to End User Data, your sole and exclusive remedy shall be for Pharmapod to use reasonable commercial endeavors to restore the lost or damaged End User Data from the latest back-up of such End User Data maintained by Pharmapod. Pharmapod shall not be responsible for any loss, destruction, alteration or disclosure of End User Data caused by any third party.

7.3 Aggregated Data. Pharmapod may create anonymous data records from any End User Data by excluding information that makes the data personally identifiable to an individual. You grant to Pharmapod a perpetual, irrevocable, royalty-free, fully paid, fully transferrable, assignable worldwide license to create aggregated and anonymized End User Data ("Aggregated Data") and to use such Aggregated Data, and all modifications thereto and derivatives thereof, for any purpose. Pharmapod shall own all Aggregated Data and may transfer or assign any of its rights in the Aggregated Data to any third party.

7.4 Transmission to Third Parties. By using the Services, you agree and confirm that certain of your information will be transmitted to a pharmacy and/or health professional or clinician for the purposes of using the Services.

7.5 Hosting. The Services are provided on a software-as-a-service, hosted basis. As such, you authorize Pharmapod to permit Pharmapod's third party hosting provider to have access to End User Data, including health data, for the purposes of providing its specifically contracted Services.

8. INTELLECTUAL PROPERTY

8.1 Ownership. You acknowledge and agree that Pharmapod and/or its licensors own all Intellectual Property in the application, Services, and the related documentation. Except as expressly stated herein, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the application, Service, or the related documentation. All rights not expressly granted to you under this Agreement are expressly reserved by Pharmapod.

8.2 Restrictions on Use. You shall not (i) remove, delete, alter, or obscure any trademarks or any notices of copyright, trademark, patent or other Intellectual Property or proprietary rights from the Services, including any copy thereof; or (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, including, without limitation, by making the Services available on a network where it is capable of being accessed by more than one device at a time.

8.3 Contributions. Pharmapod provides a feedback facility and engages in surveys from time to time. Please note that Pharmapod may develop or is developing similar ideas independently of any content, information, ideas, suggestions or other materials which you may supply. Any ideas, suggestions, documents, improvements, comments, proposals or feedback in relation to the operation of the Services (“Feedback”) in whatever manner or form facilitated by the Services; any such communication with Pharmapod whether verbally, via postings on blogs, forums, questionnaires, email and the like (“Communication” and together with Feedback, “Contributions”) are Pharmapod’s property and you hereby irrevocably waive and assign all right, title and interest in and to the Contributions to Pharmapod. In addition, you represent, warrant, acknowledge and agree that:
(a) The Contributions do not contain confidential or proprietary information;
(b) The Contributions do not create any express or implied obligation of confidentiality in respect of Pharmapod;
(c) Pharmapod is free to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide;
(d) Pharmapod may develop offerings similar to the Contributions;
(e) The Contributions do not entitle you to any compensation, royalty or reimbursement of any kind from Pharmapod under any circumstances; and
(f) you will provide Pharmapod with such assistance as may be required in documenting, perfecting and maintaining Pharmapod’s rights in and to any such Contributions.

9. TERMINATION

9.1 Duration. Pharmapod may terminate or suspend your account and bar access to the Services immediately, without prior notice or liability, in its sole and absolute discretion, for any reason whatsoever, including, but not limited to, a breach of this Agreement or our Privacy Policy. If you wish to terminate your account, you may discontinue using the Services and deactivate your account in accordance with the steps detailed in the Services.

9.2 Effect of Termination. Upon termination of this Agreement for any reason:
(a) all rights granted to you under this Agreement shall cease;
(b) you must cease all activities authorized by this Agreement;
(c) you must immediately pay to Pharmapod any sums due to Pharmapod under this Agreement, if applicable; and
(d) All of your data stored and retained in the Services may be deleted by Pharmapod.

9.3 Survival. Your obligations to pay all fees accrued shall survive any termination of this Agreement and any and all terms and conditions within this Agreement which, should, by their nature, survive termination will survive such termination, including without limitation Section 9.4, 10, 11 and 12.

10. WARRANTIES; DISCLAIMERS; INDEMNITY

10.1 NO WARRANTY. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY MATERIALS, INFORMATION, CONTENT, FUNCTIONS, PRODUCTS, TEXT, GRAPHICS AND LINKS THEREON, PROVIDED BY PHARMAPOD ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY AND CONDITION OF ANY KIND, AND PHARMAPOD HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, NON-INTERFERENCE, DATA ACCURACY, SYSTEM INTEGRATION, AND WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. PHARMAPOD DOES NOT WARRANT THAT (A) THE SERVICES WILL FUNCTION UNINTERRUPTED, SECURELY OR BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. PHARMAPOD DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF CONTENT ON THE SERVICES OR WITH RESPECT TO ITS COMPLETENESS, ACCURACY, TRUTHFULNESS, AVAILABILITY, ADEQUACY, USEFULNESS, TIMELINESS, SECURITY, RELIABILITY OR OTHERWISE. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND PHARMAPOD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS OR ANY UNAUTHORIZED ACCESS TO, OR ALTERATION OF, TRANSMISSIONS OR DATA, OR ANY MATERIAL, INFORMATION OR DATA SENT OR RECEIVED, REGARDLESS OF WHETHER THE DATA IS ACTUALLY RECEIVED BY PHARMAPOD. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES. YOU AGREE THAT PHARMAPOD, IN ITS SOLE DISCRETION, MAY IMMEDIATELY TERMINATE YOUR ACCESS TO THE SERVICES AT ANY TIME, FOR ANY REASON. YOU AGREE THAT PHARMAPOD WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES OR DELETION OF YOUR ACCOUNT.

10.2 End User Data Warranty. You warrant that the End User Data, material, content or links provided to Pharmapod by or on behalf of you: (i) is owned by you or are provided with the express consent from the third party holding any ownership rights (including copyright) over such material, or, alternatively, are in the public domain, and are not owned by any third party or otherwise covered by copyright laws; (ii) does not breach the rights of any person or entity, including rights of publicity, privacy, or under applicable Data Protection Legislation and are not defamatory; and (iii) does not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity.

10.3 Suitability. You are solely responsible for determining the suitability of the Service for your use in light of any applicable regulations and in compliance with Data Protection Legislation. You assume sole responsibility for results obtained from the use of the Service and the related documentation, and for conclusions drawn from such use. Pharmapod shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Pharmapod by you in connection with the Service, or any actions taken by Pharmapod at the your direction.

10.4 Indemnity. You shall indemnify and hold Pharmapod, its licensors, and its and their respective officers, directors, employees, agents, successors and assigns harmless from and against any loss, damage, award, expenses, fines or penalties, or costs (including reasonable legal fees) incurred by Pharmapod in connection with any claims, demands, suits or proceedings made or brought against Pharmapod by a third party, based on, relating to or caused by (i) the use of the Services by you or any person using your account; (ii) any breach of this Agreement by you, including any warranties set forth herein; and (iii) any breach of applicable laws or regulations, including Data Protection Legislation, by you.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PHARMAPOD, OR ANY OF ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANY OR ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS HAVE ANY LIABILITY IN CONNECTION WITH, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES, INCLUDING CONTENT WITHIN THE SERVICES, FOR: (A) PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION RELATED TO THE SERVICES AND/OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. YOU USE AND ACCESS THE SERVICES AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHARMAPOD AND ITS AFFILIATED PARTIES SHALL ASSUME NO RESPONSIBILITY AND SHALL HAVE NO LIABILITY, ON ANY BASIS, FOR ANY ERRORS OR OMISSIONS ON THE SITE, EXCEPT WHERE, UNDER MANDATORY APPLICABLE LAWS, LIABILITY CANNOT BE DISCLAIMED. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. NOTICES

12.1 Service Messages. Pharmapod may place a notice within the Services or send a push notification to your Device to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from Pharmapod to an email address associated with your account, even if we have other contact information, or via a digital distribution platform for mobile applications, applicable to your particular device.

12.2 General Communication. You agree that Pharmapod may communicate with you through your account or through other means including email, mobile and telephone about your account or services associated with Pharmapod. Please review your Device settings to control what kind of messages you receive from us. To unsubscribe from any communication we circulate to you, please click on the unsubscribe mechanism at the bottom of the communication. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so, to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services.

12.3 Pharmapod Contact Information. Any notice or other communication required, permitted, or desired to be given under this Agreement by you to Pharmapod must be in writing and sent by electronic mail to info@pharmapodhq.com. The notice shall be deemed to have been received on the business day following the date that the notice was sent.

13. MISCELLANEOUS

13.1 Waiver. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under this Agreement will act as a waiver thereof, nor will a single or partial exercise of any right or power under the Agreement preclude further exercise of that or any other right under this Agreement. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

13.2 Severability. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

13.3 Entire Agreement. This Agreement, as may be amended from time to time, and any documents referred to in it, including the Privacy Policy, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between the parties relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

13.4 Assignment. This Agreement, and any rights and licenses granted hereunder, may not be delegated, transferred or assigned by you, without the prior written consent of Pharmapod, and any attempt to do so shall be null and void. Pharmapod may transfer this Agreement or any right or obligation to any entity that acquires Pharmapod by purchase of stock or by merger or otherwise, or by obtaining substantially all of Pharmapod’s assets. This Agreement shall be binding on each party’s permitted successors and assigns.

13.5 Independent Contractors. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). The relationship of Pharmapod and you established by this Agreement is that of independent contractors. All financial and other obligations associated with the businesses of the parties are their sole respective responsibilities.

13.6 Disputes.
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein.
(b) Forum Selection. Any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, notice of violation, proceeding, litigation, citation, summons, subpoena, notice of assessment, notice of reassessment or investigation of any nature, civil, criminal administrative, investigative, regulatory or otherwise, whether at law or in equity, arising out of or based upon this Agreement, other transaction documents or the transactions contemplated hereby may be brought in the courts of the province of Ontario and each party irrevocably submits and agrees to attorn to the exclusive jurisdiction of that court in any such action. The parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in that court and irrevocably waive and agree not to plead or claim in that court that such action has been brought in an inconvenient forum.

13.7 Force Majeure. Pharmapod will not be in default or otherwise liable for any delay in or failure of our performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control.

13.8 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties hereto, and no other person or entity shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with this Agreement.

13.9 English Language. The parties hereto confirm that it is their express wish that this Agreement and all related documents to this Agreement, including notices, schedules and authorizations, have been and shall be drafted in the English language only.

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Phone: + 353 1 685 2242
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N6B 1Y8, Canada
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