Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services, modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by MedEssist Ltd. or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
Client represents, covenants, and warrants that Client will use the Services only in compliance with MedEssist Ltd.’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless MedEssist Ltd. against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of Services. Although MedEssist Ltd. has no obligation to monitor Client’s use of the Services, MedEssist Ltd. may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.
MedEssist Ltd. will not impede users of the BookMyShot in their choice of pharmacy, healthcare provider, or choice of treatment. MedEssist Ltd. will safeguard the privacy of the users of the BookMyShot and not sell or distribute personal information to a third party. MedEssist Ltd. will not interrupt a user’s experience with pop-up advertisements. MedEssist Ltd. will not advertise any pharmacy to users. MedEssist Ltd. will provide BookMyShot to users free of charge.
Acceptable Use Policy
Users of our Services are expected to behave responsibly and to show respect for our people, our intellectual property and the law. You agree to communicate with MedEssist team members and users in a mutually respectful manner at all times.
In addition, you must not:
MedEssist Ltd. reserves the right to suspend or terminate your use of any or all of the Services, or take other appropriate remedial action, to address any inappropriate conduct or any violation or suspected violation of our Acceptable Use Policy or these Terms.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of MedEssist Ltd. includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Client includes non-public data provided by Client to MedEssist Ltd. to enable the provision of the Services (“Client Data”). The Receiving Party agrees: (I) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Notwithstanding anything to the contrary, MedEssist Ltd. shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and MedEssist Ltd. will be free (during and after the term hereof) to (I) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other MedEssist Ltd. offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Client understands and agrees that MedEssist Ltd. may be providing services for other entities similar to the Client and may be requested to provide the same services found in this Agreement. MedEssist Ltd. shall be entitled to perform such services, provided however, that MedEssist Ltd. does not infringe any of the Client’s intellectual property or rely on or use Client’s Confidential Information in any manner whatsoever in providing such services.
MedEssist Ltd. will be fully responsible for its employees, agents and subcontractors, including disciplinary matters, payment of wages and provision of benefits. MedEssist Ltd. is entitled, in its sole discretion, to determine the method and means for performing the Services. Client acknowledges and agrees that MedEssist Ltd. may retain the services of independent consultants (“Subcontractors”) from time to time to perform, or to assist MedEssist Ltd. in performing the Services under this Agreement.
Warranty and Disclaimer
MedEssist Ltd. shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by MedEssist Ltd. or by third-party providers, or because of other causes beyond MedEssist Ltd.’s reasonable control, but MedEssist Ltd. shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, MedEssist LTD. does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND MEDESSIST LTD. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Choice of Law and Forum
This Agreement shall be governed in all respects under the laws of the province of Ontario, exclusive of its choice of law or conflict of law provisions. In any claim or action by you directly or indirectly arising under this Agreement or related to the Service, you irrevocably agree to submit to the exclusive jurisdiction of the courts located in Ontario, Canada.
Imitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, MEDESSIST LTD. AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND MEDESSIST LTD.’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO MEDESSIST LTD. FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT MEDESSIST LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Client except with MedEssist Ltd.’s prior written consent. MedEssist Ltd. may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Client does not have any authority of any kind to bind MedEssist Ltd. in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Province of Ontario without regard to its conflict of laws provisions. The Client otherwise agrees to reasonably cooperate with MedEssist Ltd. to serve as a reference account upon request.
If you have any questions regarding the Services or these Terms, please contact us at: email@example.com or at the contact information shown below. We will make every effort to answer your questions.
100 College St #150
M5G 1L5, Canada
Updated: August 18, 2020