CanvasRx Inc. END-USER TERMS OF SERVICE
Overview. These End-User Terms of Service (the "Terms of Service", "TOS" or this "Agreement") govern your access to and use of CanvasRx Inc.’s ("CanvasRx", "we", "us" or "our") website located at www.canvasrx.com (the "Site"), platform, services and/or software (as such term is defined below) (collectively, the "Services"). These Terms of Service limit CanvasRx’s liability and obligations to you, grant CanvasRx certain rights and allow CanvasRx to change, suspend or terminate your access to and use of the Services. Your access to and use of the Services are expressly conditioned on your compliance with these Terms of Service. CanvasRx reserves the right to update and change these Terms of Service from time to time without notice or acceptance by you, so please check this page frequently for updates and changes.
Description of the Services. The Services are comprised of a suite of proprietary tools and applications that, subject to the terms hereof, enable end-users ("Patients") to: (i) view, get information on and request fulfillment of prescriptions for medical cannabis ("Medical Cannabis") from entities licensed to grow, distribute and sell Medical Cannabis ("Licensed Producers"); and (ii) find doctors who have indicated they are knowledgeable about Medical Cannabis.
DISCLAIMER. THE CONTENTS OF THE SERVICES, SUCH AS TEXT, GRAPHICS, IMAGES, INFORMATION AND OTHER MATERIAL CONTAINED ON THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY. NOTHING ON THE SERVICES IS INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION OR ANY TREATMENT OPTIONS.
Binding Nature. By accessing or using the Site and/or the Services you agree to be bound by these Terms of Service. You are only authorized to access the Site and/or to use the Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and these Terms of Service. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT USE OR ACCESS THE SITE OR THE SERVICES.
2. YOUR USE OF THE SERVICES
Authorization. Use of the Services is void where prohibited by law. By visiting the Site and/or using the Services, you represent and warrant that: (i) all registration information you submit to us is truthful and accurate; (ii) you will maintain the accuracy of such information; (iii) you are 18 years of age or older, or otherwise have the necessary authority to use the Services; and (iv) your use of the Services does not violate any applicable law or regulation. CanvasRx reserves the right to refuse access to the Services to any person in its sole discretion, at any time.
Types of Accounts. As a visitor (a "Visitor") to the Site, you are allowed a basic level of access to the Site. Thereafter, to gain a greater level of access, you must create an account. When you sign up, you are immediately granted a "Free Account" for the Services. Free Account holders are allowed access to more features than a Visitor. Free Account holders are not charged by CanvasRx for the use of the additional features they can access over a Visitor.
Term. These Terms of Service, and any posted revision to these Terms of Service, shall remain in full force and effect while you use the Services. Notwithstanding the foregoing, certain provisions of these Terms of Service survive termination of your access to the Services. Please see “Survival” below for more information.
3. REQUESTING MEDICAL CANNABIS
Request Process. As a Patient, you will have the opportunity to access information on LPs, strains of Medical Cannabis (each, a "Strain"), prices and reviews from other Patients. Upon selecting the Strain that you wish to request (each, a "Request"), you will be required to provide certain information to us, including without limitation, information contained on your “medical document” (as such term is defined in the Marihuana for Medical Purposes Regulations) and the number of grams of Medical Cannabis you are requesting (the "Order Information"). Upon receipt of the Order Information, we will provide such information to the Licensed Producer whose Strain you have requested. The selected Licensed Producer will then contact you to confirm your request, complete the Licensed Producer’s registration process and complete any payment processing in connection with the request. (Upon completion of all steps required by the Licensed Producer, your Request is deemed to become an "Order".)
Requests Not Binding. Notwithstanding anything to the contrary herein, you acknowledge and agree that no Order will be completed, no Medical Cannabis will be purchased, and no Licensed Producer will be obligated to sell or deliver to you any Medical Cannabis until such time as you have provided the Licensed Producer with all required documentation (as may be required by the Licensed Producer or applicable law) and completed any other purchasing or ordering processes stipulated by the Licensed Producer.
CanvasRx Not a Party. You acknowledge and agree that by placing an Order, you are entering into an agreement with the Licensed Producer, and not with CanvasRx, and you hereby release CanvasRx from any claims, damages, causes of action or liabilities you may have in connection with the Order or any Medical Cannabis received from the Licensed Producer.
CONSENT TO DISCLOSURE. You acknowledge and agree that some of the information you provide to us in connection with a Request may constitute "personal health information" (as such term is defined in the Personal Health Information Protection Act, (Ontario)). You further acknowledge and agree that in order to provide the Services and enable Licensed Producers to complete any Orders placed by you: (i) CanvasRx may be required to disclose such personal health information to the Licensed Producer; and (ii) the Licensed Producer may be required to disclose to CanvasRx any additional personal health information that you submit to the Licensed Producer in connection with an Order, or any other purchases or services you receive from a Licensed Producer. Accordingly, you hereby consent to the disclosure by CanvasRx to the Licensed Producer, and by the Licensed Producer to CanvasRx, solely for purposes of enabling the Licensed Producers complete the Orders and for CanvasRx to provide the Services (which, in certain situations, may include for purposes of charging Licensed Producers fees.)
Content. The Services may include functionality that permits users to post text, images, audiovisual media and other forms of content and intellectual property, including the data, ideas, inventions, designs, patterns and processes in such material (collectively, "Content"). With the exception of Feedback (as defined below), and subject to the grant of rights to CanvasRx herein, as between you and CanvasRx, any Content that you post on or through the Services belongs to you. "Content" does not include non-identifiable aggregate data compiled by CanvasRx for purposes of improving, maintaining, and/or optimizing the Services.
Please note that certain Content that you wish to post may be protected by copyright, even if not marked with the © symbol, and other intellectual property rights. If you are not the creator of the Content you post or otherwise use in connection with the Services, then you must get permission from the creator of that Content or the copyright older to use the Content. For example, professionally-taken photographs should not be used in or on the Services unless you have received permission from the photographer to do so. Furthermore, if you want to publish Content that includes images of someone other than yourself, you must get permission from the individuals portrayed in that Content before using it in connection with the Services.
Content Not to Include Personal Health Information. Notwithstanding anything to the contrary herein, the defined term “Content” does not include any personal health information that you provide to CanvasRx hereunder, except to the extent that you include personal health information in any public-facing elements of the Services, such as in user-reviews.
Grant of Rights to Content. Even though, as between you and CanvasRx, you own all Content you post to the Services, you grant CanvasRx an nonexclusive, worldwide, royalty-free, sublicenseable and transferable right and license to use, reproduce, modify, adapt, create derivative works of, distribute, publish, publicly perform and publicly display your Content on and through the Services in any media, now known or hereafter existing.
If you post Content on or through the Services, you represent and warrant to CanvasRx that:
(i) you understand and agree that, as between you and CanvasRx, you are responsible for all Content
(ii) you have the right to post that Content and to grant to CanvasRx all rights granted herein and posted to the Services; CanvasRx’s use (or any other party’s use as permitted herein) of the Content will not violate or infringe the rights of any third party; disclose the Content;
(iii) the Content is your own original work, or you own or have acquired, all necessary rights to post and
(iv) the Content is true, accurate and complete;
(v) the Content is not unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive,
(vi) the Content does not victimize, harass, degrade, or intimidate an individual or group of individuals on
(vii) your disclosure of the Content does not violate a confidential relationship with any third party, fraudulent, invasive of another's privacy, or impersonate another person; the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; and establish a confidential relationship with CanvasRx or any of its affiliates or suppliers or obligate CanvasRx or any of its affiliates or suppliers to treat your Content as secret or confidential.
No Obligation to Use Content. You acknowledge that: (i) neither CanvasRx nor any of its suppliers has any obligation, either express or implied, to make any use of your Content. However, if CanvasRx and/or any of its suppliers do make use of your Content, whether such use is intentional or inadvertent, no compensation will be due to you or anyone else for the use of your Content or the use of any data, ideas, inventions, designs, patterns and/or processes similar to, related to or derived from your Content; and (ii) CanvasRx does not have any obligation, but may elect, to monitor the Content that is posted to the Services, for any purpose.
Your Responsibility for Your Content. Notwithstanding anything to the contrary herein, you are responsible for all Content you create, make available or post to the Services (including if we post Content on your behalf), and neither CanvasRx nor any of its affiliates or suppliers assumes any responsibility therefor. You may expose yourself to liability if, for example and without limitation, your Content contains material that is: (i) false, intentionally misleading, or defamatory; (ii) violates any third-party right; (iii) contains material that is unlawful, including illegal hate speech or pornography; (iv) exploits or otherwise harms minors; or (v) violates or advocates the violation of any law or regulation. Accordingly, you agree that any and all Content shall comply with these Terms of Service and any review guidelines that may be posted by CanvasRx from time to time. In addition, you agree, without limitation, not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following ("Objectionable Content"):
Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, provincial national or international law, including, without limitation, securities regulations;
Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
Unsolicited promotions, political campaigning, advertising, contests, raffles, or solicitations;
Private information of any third party, including, without limitation, surname (family name) addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
Viruses, corrupted data or other harmful, disruptive or destructive files; or
Content that links to content that, in the sole judgment of CanvasRx: (a) violates the previous subsections herein; (b) is objectionable; (c) which restricts or inhibits any other person from using or enjoying the Site; or (d) which may expose CanvasRx, its suppliers and each of their affiliates, or its users to any harm or liability of any type.
Preservation of Content. CanvasRx may preserve your Content and may also disclose such Content, with or without notice to you, 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 these Terms of Service; (c) respond to claims that your Content violates the rights of any third party; or (d) protect the rights, property, or personal safety of CanvasRx, its users and the public.
Other Users Content. Content posted by another person or company on or through the Services belongs to the person who posts such Content. Except as expressly permitted in these Terms of Service, you do not have the right to use, reproduce, create derivative works of, distribute, publicly perform or publicly display any Content that does not belong to you, other than viewing of the Content on or through the Services as CanvasRx may make available.
Social Media Content. In the provision of the Services, certain information may be obtained from the Internet by CanvasRx based on or related to topics of interest to you, including, but not limited to links, posts and excerpts, and data derived therefrom ("Social Media Content"). You acknowledge and agree that CanvasRx has no ownership rights in, or control of, Social Media Content. You shall access and use Social Media Content in compliance with applicable laws and the terms of service of the website or source from which the applicable Social Media Content is obtained or derived, as well as any restrictions on use we may impose on the use of Social Media Content. Some Social Media Content may be indecent, offensive, inaccurate or otherwise objectionable or unlawful, and CanvasRx may, but does not have the obligation to, preview, verify, flag, modify, filter or remove any Social Media Content, nor will CanvasRx be responsible for any failure to remove, or any delay in removing, harmful, inaccurate, unlawful or otherwise objectionable Social Media content. Your use of Social Media Content is at your sole risk and CanvasRx shall have no responsibility to you or any third party related to any use of any Social Media Content by you or any third party. You also acknowledge and agree that CanvasRx’s ability to provide the Social Media Content depends on the continuing availability for CanvasRx to collect, aggregate, provide and distribute the Social Media Content in connection with the Services. If a provider of Social Media Content ceases to make the Social Media Content available on terms acceptable to CanvasRx, CanvasRx may cease providing such Social Media Content without liability or penalty to you.
5. INTELLECTUAL PROPERTY
Ownership of the Services. All right, title, and interest in and to the Services (including, without limitation, all computer code, graphics, user interfaces and audiovisual content used to provide the Services) are and will remain the exclusive property of CanvasRx and/or, as applicable, its suppliers and licensors, including all intellectual property rights therein, even if CanvasRx incorporates any of your Feedback (as defined below) into subsequent versions. The Services are protected by copyright, trademark, and other laws of Canada, the United States and other countries. CanvasRx reserves all rights to the Services that are not expressly granted herein. Except as expressly permitted in these Terms of Service, you may not reproduce, modify, reverse engineer or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Services. You may not copy or modify the HTML or other code used to generate web pages on the Services.
License of Services. Subject to the terms hereof, CanvasRx grants to you (unless terminated earlier pursuant to these Terms of Service), a revocable, non-exclusive, non-transferable (except as permitted below), world-wide, limited license to make use of the then-current versions of the Services. The Services are licensed hereby, not sold.
Feedback. By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties; (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (iii) we may have something similar to the Feedback already under consideration or in development; and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against CanvasRx and its users any claims and assertions of any moral rights contained in such Feedback, or the right to compensation or attribution for your Feedback.
6. CODE OF CONDUCT
Rejection of Content. CanvasRx has the right, but not the obligation, to remove or block any Content (including Objectionable Content) from the Services that it determines in its sole discretion to be in violation of these Terms of Service or that is detrimental to the quality or intended spirit of the Services, as determined by CanvasRx in its sole discretion. CanvasRx also has the right, but not the obligation, to limit or revoke the use privileges of anyone who posts such Content or engages in such behavior.
Prohibited Activities. In addition to the prohibition on posting, publishing or transmitting any Objectionable Content as set forth in Section 5, above, you agree not to do any of the following while using, or otherwise in connection, the Services:
access, tamper with, or use non-public areas of the Services, CanvasRx’s computer systems, or the technical delivery systems of CanvasRx’s suppliers;
attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures used in connection with the Services;
attempt to access or search the Services or any Content with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by CanvasRx or other generally available third-party web browsers (such as Microsoft Internet Explorer, Google Chrome or Mozilla Firefox), including but not limited to browser automation tools;
send unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services;
forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; or plant malware on CanvasRx’s computer system, those systems of CanvasRx’s providers, or otherwise use the Services to attempt to distribute malware;
impersonate or misrepresent your affiliation with any person or entity;
use the Services for any illegal, criminal or tortious activity; or
use the Services to harass, abuse, or harm another person or entity, or attempting to do the same.
7. INTERNATIONAL USE
Hosting. The Services are hosted in the United States and, as a result, information (including, potentially, personally-identifiable information) may be transferred between or reside or be hosted in countries other than the country of your domicile. Notwithstanding the foregoing, you acknowledge and agree that, to the fullest extent permitted by applicable law, CanvasRx's collection, use, storage and sharing of your information and Content is exclusively subject to the laws of Canada, not of the jurisdiction in which you are located.
8. COPYRIGHT INFRINGEMENT
Copyright Infringement Notices. If you believe that any material available on or through the Services violates your copyright, you may send CanvasRx a copyright infringement notice. Any such notice must be in writing and must include substantially all of the following:
a physical or electronic signature of a person authorized to act on behalf of the owner of the right that is allegedly infringed;
identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit CanvasRx to locate the material. CanvasRx requests that complete URLs for each instance of the allegedly infringing material be provided;
information reasonably sufficient to permit CanvasRx to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;
a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
a statement that the information in the copyright infringement notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Copyright Agent. Your written copyright infringement notice must be sent to CanvasRx's designated copyright agent via mail or email. Please be aware that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Attention: Copyright Agent
15 John St., 7th Floor,
By email: [email protected]
The Copyright Agent should only be contacted if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through the Services. The Copyright Agent will not respond to any other inquiries.
9. CANCELLATION AND TERMINATION
Termination of Your Access. CanvasRx, in its sole discretion, may without liability or penalty remove your access to the Services and/or discard any Content within the Services for any reason, including without limitation, lack of use, or if CanvasRx believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. In such event, but subject to any survival provisions herein, any contracts, verbal or written or assumed, in conjunction with your access to the Services, at CanvasRx's discretion, will be terminated as well. Any termination of your access to the Services under any provision of these Terms of Service may be effected without prior notice.
Discontinuance of Services. CanvasRx, in its sole discretion and at any time, may discontinue providing the Services, or any part thereof, with or without notice and without liability or penalty. In such circumstances, CanvasRx may immediately discontinue your access to the Services, as applicable, and all related information and Content and bar any further access to such information, Content or to the Services. CanvasRx will not be liable to you or any third party for any termination of your access to the Services.
Survival. If CanvasRx terminates or removes your access to the Services, all rights and obligations under these Terms of Service shall cease, save for: CanvasRx Not a Party, Grant of Rights to Content, Your Responsibility for Content, Ownership of the Services, Feedback, Non-Endorsement & Release, Preservation of Content, Survival, Indemnification, Limitation of Liability, Governing Law, Dispute Resolution, Waiver and such other provisionshereof of thereof which expressly, or by their nature are intended to, survive termination.
Deletion of Content. After cancellation or termination of your access to the Services for any reason, you will no longer have access to any information or Content that you have stored on the Services. CanvasRx will have no liability for information or Content that is deleted due to the cancellation or termination of your access to the Services for any reason.
10. ADDITIONAL TERMS APPLICABLE TO END USERS
Non-Endorsement and Release. You acknowledge and agree that CanvasRx provides a suite of tools that enable Patients to research and request Medical Cannabis and other services from Licensed Producers. All information about any Strain available on the Site is provided by the Licensed Producer or other users of the Site; as a result, you agree that CanvasRx is not responsible for the accuracy, completeness, appropriateness, legality or applicability of any Content provided by a Licensed Producer or anything said, depicted, written or done by other users of the Services through the Services, including without limitation, any information that you may obtain by using the Services. CanvasRx does not endorse any Strain, Licensed Producer or anything contained in any Content provided by third parties or any information, opinion, recommendation or advice expressed therein and you understand that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the integrity, and accuracy of such Content.
11. GENERAL TERMS
Assignment. You may not assign your subscription to the Services without the written consent of CanvasRx, and any such assignment by you will be null and void. CanvasRx shall be free to assign this agreement at any time without the requirement of notice to, or consent from, you.
Indemnification. You agree to indemnify and hold CanvasRx, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim, demand, fee, liability or penalty made by any third party or governmental authority due to or arising out of: (i) your use of the Services, (ii) a claim that you, or any third party acting on your behalf, infringed any intellectual property or other right of any person or organization using the Services, (iii) the violation of these Terms of Service by you, or any third party acting on your behalf; (iv) your negligence or willful misconduct; or (v) breach of a contract.
(a) THE SERVICES ARE PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, CANVASRX AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT THE SERVICES WILL INCREASE SALES, GOODWILL OR ACHIEVE A SPECIFIC RESULT. FURTHER, CANVASRX AND ITS AFFILIATES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER INFORMATION CONTAINED IN THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
(b) CANVASRX DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, WILL BE SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CANVASRX OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
Limitation of Liability.
(a) NEITHER CANVASRX NOR ITS AFFILIATES WILL BE LIABLE, UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CANVASRX. CANVASRX’S SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CANVASRX'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES OF ACTION WHATSOEVER, AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, WILL BE THE GREATER OF: (i) ONE HUNDRED DOLLARS ($100.00); OR (ii) CANVASRX’S NET REVENUE IN CONNECTION WITH ANY MEDICAL CANNABIS ORDERED BY YOU FROM A LICENSED PRODUCER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.
(c) CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OR DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Entire Agreement. These Terms of Service (including any additional terms, conditions, policies and agreements incorporated herein) are the entire agreement between CanvasRx and you regarding the Services.
Governing Law/Jurisdiction. Any dispute arising from or related to these Terms of Service will be governed by the laws of the Province of Ontario without regard to conflict of law principles. Subject to the Dispute Resolution provision, below, the exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the Courts of the Province of Ontario located in Toronto, Ontario, Canada and each of the parties hereto irrevocably waives any objection to jurisdiction and venue in such courts.
Dispute Resolution. Any dispute regarding these Terms of Service, including the validity, existence, binding effect, interpretation, performance, breach or termination, and including tort claims, shall be referred to and finally determined, to the exclusion of the courts, by a single arbitrator. The arbitration shall take place in Toronto, Ontario, in English, and in accordance with the National Arbitration Rules of the National Arbitration Institute of Canada, Inc. In all other respects the arbitration shall be governed by and subject to the Ontario Arbitration Act.
IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST NOTIFY CANVASRX IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU FIRST ACCESS THE SERVICES, TO THE FOLLOWING ADDRESS: 15 JOHN ST., 7TH FLOOR, TORONTO, ON,M5V 3G6, ATTENTION: LEGAL DEPARTMENT. YOUR WRITTEN NOTIFICATION MUST INCLUDE YOUR NAME, MAILING ADDRESS AND EMAIL ADDRESS, AS WELL AS A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH CANVASRX, OR YOUR USE OF THE SERVICES.
UNLESS OTHERWISE REQUIRED BY LAW, YOU MUST CONTACT US WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED ON SUCH EVENT, FACTS OR DISPUTE.
Should you have a dispute with one or more users of the Services, or an outside party, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We encourage users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
Waiver of Class Actions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL PARTIES TO ANY ACTION ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS OF SERVICE MUST BE INDIVIDUALLY NAMED. YOU HEREBY WAIVE ANY RIGHT YOU MAY HAVE FOR ANY DISPUTE PERTAINING TO THE SERVICES OR THESE TERMS OF SERVICE TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION OR CONSOLIDATED BASIS, OR ON BASES INVOLVING DISPUTES BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC.
Waiver. The failure of CanvasRx to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and be enforceable.
Force Majeure. Non–performance (other than timely payment) under this Agreement will be excused, and neither party will bear any resulting liability to the other, to the extent that such performance is rendered impossible or delayed by natural causes or any other cause beyond the reasonable control of the non-performing party.
Last updated: February 27, 2019.
Copyright © 2019 CanvasRx Inc. All rights reserved.