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Terms of Use

SOFTWARE AS A SERVICE AGREEMENT

THIS SOFTWARE AS A SERVICE AGREEMENT (THIS "AGREEMENT") IS RELATED TO AND DEEMED INCORPORATED INTO THE SUBSCRIPTION AGREEMENT WHICH IS COMPLETED ONLINE UPON SIGNING UP FOR IAPOTHECA’S SERVICES AND IS (THE "SUBSCRIPTION AGREEMENT") BETWEEN iAPOTHECA HEALTHCARE INC. ("iAPOTHECA") AND THE CLIENT SPECIFIED IN THE SUBSCRIPTION AGREEMENT ("CLIENT"). CLIENT’S SUBMISSION OF A SUBSCRIPTION AGREEMENT SHALL BE DEEMED CLIENT’S AGREEMENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. DEFINITIONS

For the purposes of this Agreement, the terms below shall have the meanings defined below. Additional terms are defined in the preamble above and throughout this Agreement.

2. WEB-BASED LICENCE

iApotheca grants to Client, and Client accepts, a non-transferable, non-exclusive licence and right to access the Software via the Internet and use the Software and the User Documentation only as authorized in this Agreement, for its own purpose and operations, during the SaaS Term. Client acknowledges that its access and use of the Software will be web-based and from time to time accessed through mobile apps only. The Software will not be physically provided to Client in any form of media and will not be installed on any servers or other computer equipment owned or otherwise controlled by Client. Rather, the Software will be hosted by or on behalf of iApotheca (as described in Section 3) and accessed and used by Client through the use of the Internet and Client’s computers.

3. ACCESSIBILITY

4. FEES AND PAYMENT

Client shall pay a "Subscription Fee" during the SaaS Term as set forth in the Subscription Agreement. The Subscription Fee is fixed for the Initial Term (as defined below). The Subscription Fee for any Renewal Term (as defined below) may be subject to reasonable inflationary adjustments at the time of renewal, which will be disclosed to Client.

5. TERM AND TERMINATION

6. MAINTENANCE WINDOWS

iApotheca and/or its third party hosting or telecommunications providers may perform system maintenance, from time to time ("Maintenance Windows"), and iApotheca will announce all planned Maintenance Windows ten (5) days in advance. Notifications of planned system Maintenance Windows shall be delivered to Client’s primary contact (designated in the Subscription Agreement) via email. Client understands and agrees that there may be instances where iApotheca and/or its third party hosting or telecommunications providers need to interrupt access to the Software and Services without notice in order to protect the integrity of the Software or Services due to security issues, virus attacks, spam issues or other unforeseen circumstances.

7. AVAILABILITY

8. EXPORTS UPON CANCELLATION

iApotheca shall provide a Client Content export in accordance with the following: Data exports will be made available within ten (10) days of the date of the retrieval request made to iApotheca. Expedited requests will incur a fee. As mentioned in section 5 (c) above, iApotheca reserves the right to delete all client data (30) days after termination of its services.

9. SUPPORT

The Services shall include the support services (if any) from iApotheca, wherein iApotheca will provide online, telephone, and email support to Client during the SaaS Term.

10. UPGRADES

iApotheca will occasionally release new versions of the Software which will be deployed onto the platform. Some of these upgrades may result in a service outage to ensure a stable release. Some features released in these upgrades may only be available at a certain subscription tier, or for an additional cost. iApotheca will try to provide as much notice as possible to Clients when there is a planned outage. For upgrades or releases not expected to result in service outage, there may be no notice.

11. COMMUNICATIONS

12. CLIENT RESPONSIBILITIES

Client is responsible for maintaining its computers or other devices which access the System and the Software and for providing Registered Users network access to the Software. Client is also responsible for ensuring that its Registered Users comply with this Agreement with respect to use of the Software and Services. Client shall provide connectivity and security to the Internet for its Location for purposes of providing adequate access to the Software. iApotheca shall not be responsible for the reliability or continued availability of the communications lines, or the corresponding security configurations, used by Client in accessing the Internet to access the Software. Client shall provide adequate industry “best practice” standards to ensure reasonable security for integration between Client’s Location and Software hosted by iApotheca. Client shall provide accurate input information in the manner reasonably prescribed by iApotheca in connection with the Software and Services provided under this Agreement. Client shall advise iApotheca of any changes to Client’s operations, Primary Contact, or other information that would require a change in the support, operation or configuration of the Software or delivery of the Services. Client shall be responsible for ensuring that any Client Content is accurate, not corrupt in any way, and does not contain any viruses.

13. OTHER RESTRICTIONS

Use of the Software and Services is restricted to use by the Client and its Registered Users only, and only for Client’s internal business purposes. Client may not use the Software for the benefit of any third parties or provide other access or use of the Software to third parties. In addition, Client may not, directly or indirectly: (a) violate, circumvent or attempt to violate or circumvent any data security measures employed by iApotheca or any third party hosting service contracted by iApotheca; (b) access or attempt to access data or materials which are not intended for Client’s use; (c) log into or attempt to log into a server or account which Client or a Registered User is not authorized to access; (d) attempt to scan or test the vulnerability of iApotheca’s servers or the servers of any third party hosting service contracted by iApotheca, system or network, or attempt to breach iApotheca’s data security or authentication procedures; (e) sell or transfer, or offer to sell or transfer, any account to any third party; (f) collect or attempt to collect personal data, or any other kind of information about other users including, without limitation, through spidering or any form of scraping; (g) sublicense, assign, transfer, sell, rent, lend, lease or otherwise provide the Software, the Services (or any portion thereof) or the User Documentation (or any portions thereof), to any third party, and any attempt to do so is null and void; (h) copy, reproduce, publish or distribute all or any part of the Software or the User Documentation; (i) use the Software or any part of it on a hosting, ASP, service bureau or similar basis to process the data of others; or (j) reverse engineer, disassemble, decompile or make any attempt to ascertain, derive or obtain the source code for the Software. The Software and Client Content shall not be used for any commercial purpose beyond the functionality driven by the Software. Client will not use the Software or Services to take any actions that: (k) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (l) violate any applicable law, statute, ordinance or regulation (including those regarding export control); (m) are defamatory, trade libelous, threatening, harassing or obscene; or (n) constitute unauthorized entry to any machine accessible via the network. Client shall not interfere with or disrupt network users, services or equipment with the intent to cause an excessive or disproportionate load on iApotheca’s or its third party vendor(s)’s infrastructure by means of (but not limited to) distribution of unsolicited bulk emails or chain letters, viruses, Trojan horses, worms or other similar harmful or deleterious programming routines. iApotheca may, in its sole discretion, revise these service use restrictions upon thirty (30) days’ prior notice to Client. Without limitation to any other rights or remedies of iApotheca under this Agreement, iApotheca reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and co-operate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.

14. INTELLECTUAL PROPERTY RIGHTS

15. PERSONAL INFORMATION

16. WARRANTIES

17. CONFIDENTIAL INFORMATION

18. INDEMNITY

19. LIMITATION OF LIABILITY

EXCEPT FOR THE INDEMNIFICATION FOR THIRD PARTY CLAIMS PROVIDED IN SECTION 18, iAPOTHECA’S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT, CONTRACT OR OTHER FORM OF LIABILITY, SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT DURING THE ONE-YEAR PERIOD PRECEDING NOTICE TO iAPOTHECA OF CLIENT’S LOSS. IN NO EVENT SHALL iAPOTHECA BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, LOST DATA, LOST PROFITS, OPPORTUNITIES OR CONTRIBUTIONS, LOSS OF USE, GOODWILL, BUSINESS INTERRUPTION OR OTHER PECUNIARY OR NON-PECUNIARY LOSS, HOWEVER ARISING, EVEN IF iAPOTHECA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN. CLIENT ACKNOWLEDGES THAT THE FEES PAID BY IT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT iAPOTHECA WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

20. AUDIT RIGHTS

iApotheca shall have the right to audit Client’s use of the Software and compliance with this Agreement at Client’s premises from time to time in iApotheca’s sole discretion. Client agrees to permit iApotheca to have access to its facilities and personnel during normal business hours for the purpose of conducting such audits. In the event such audit reveals Client is exceeding the scope of use permitted by this Agreement, then Client shall pay iApotheca’s additional fees for such use (at the then-current list price) and reimburse iApotheca for the costs of the audit.

21. GENERAL