MedsOnWheels Terms and Policies
PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY AS IT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND THE APPLICABLE MedsOnWheels ENTITY (AS FURTHER DEFINED IN SECTION 1 OF PART I) IN RESPECT OF ACCESS AND USE OF MEDSONWHEELS’S WEBSITE LOCATED AT www.meds-on-wheels.com, AND ANY SUBDOMAINS USED IN CONNECTION WITH OR RELATED TO THE SAME AND ANY FUTURE VERSIONS (THE “WEBSITE”) AS WELL AS MEDSONWHEELS MOBILE APPLICATIONS (THE “MedsOnWheels PLATFORM APP”)(TOGETHER THE MEDSONWHEELS PLATFORM APP AND THE WEBSITE CONSTITUTE THE “MEDSONWHEELS PLATFORM”) THESE TERMS OF SERVICE APPLY TO ALL USERS OF THE MEDSONWHEELS PLATFORM, INCLUDING USERS WHO ARE VENDORS OF GOODS OR PROVIDERS OF DRIVERS SERVICES TO OTHER USERS OF THE MEDSONWHEELS PLATFORM, USERS WHO PURCHASE GOODS OR SERVICES THROUGH THE MEDSONWHEELS PLATFORM, USERS WHO DOWNLOAD THE MEDSONWHEELS PLATFORM APP AND USERS WHO SIMPLY VIEW THE CONTENT ON OR AVAILABLE THROUGH THE WEBSITE. YOU MUST HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION IN ORDER TO PLACE ORDERS THROUGH THE MEDSONWHEELS PLATFORM AS A CUSTOMER OR TO OPERATE AS A VENDOR OR DRIVERS (AS SUCH TERMS ARE DEFINED IN SECTION 2 OF PART I). IF YOU ARE USING THE MEDSONWHEELS PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF SERVICE. THE TERM “USER”, “YOU” OR “YOUR” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, ACCESSING OR OTHERWISE USING MEDSONWHEELS PLATFORM OR THE MEDSONWHEELS SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE MEDSONWHEELS PLATFORM AND THE MEDSONWHEELS SERVICES ARE MADE AVAILABLE TO FACILITATE THE ORDERING OF FOOD, BEVERAGES OR OTHER PRODUCTS PROVIDED BY VENDORS THAT MAY BE DELIVERED BY DRIVERS. YOU UNDERSTAND THAT MEDSONWHEELS’S TECHNOLOGY AND SERVICES FACILITATE THESE TRANSACTIONS IN CERTAIN JURISDICTIONS ONLY AND THAT MEDSONWHEELS IS NOT A VENDOR OR DRIVERS NOR IS MEDSONWHEELS RESPONSIBLE FOR FULFILLING ORDERS PLACED BY CUSTOMERS WITH VENDORS OR DRIVERS.
BY ACCESSING, BROWSING AND USING THE MEDSONWHEELS PLATFORM, YOU INDICATE THAT YOU HAVE READ AND ACCEPT THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN YOU MAY NOT ACCESS OR USE THE MedsOnWheels PLATFORM OR MEDSONWHEELS SERVICES OR ANY OF THEIR CONTENT OR SERVICES.
IMPORTANT NOTICE: PLEASE BE AWARE THAT SECTIONS 9 AND 10 OF PART I CONTAIN IMPORTANT DISCLAIMERS AND LIMITATIONS OF LIABILITY. IN ADDITION, SECTION 12 OF PART I CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ALTERNATIVE DISPUTE RESOLUTION PROCESS AND YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
THESE TERMS OF SERVICE ARE SUBJECT TO CHANGE BY MEDSONWHEELS IN ITS SOLE DISCRETION AT ANY TIME TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. When changes are made, MedsOnWheels will make a new copy of the Terms of Service available on the MedsOnWheels Platform. We will also update the "Last Updated" date at the top of the Terms of Service. If we make any material changes, and you have registered with us to create an account we may also send an e- mail to you at the last e-mail address you provided to us pursuant to the Terms of Service. Any changes to the Terms of Service will be effective immediately after posting notice of such changes on the MedsOnWheels Platform. MedsOnWheels may require you to provide consent to the updated Terms of Service in a specified manner before further use of the MedsOnWheels Platform and/or the MedsOnWheels Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the MedsOnWheels Platform and/or the MedsOnWheels Services. Otherwise, your continued use of the MedsOnWheels Platform and/or MedsOnWheels Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE MEDSONWHEELS PLATFORM TO VIEW THE MOST CURRENT TERMS.
If you are accessing MedsOnWheels, these Terms of service from an agreement. These Terms of Service form an agreement between you and MedsOnWheels a company incorporated under the laws of Canada.
Users and Applicable Legal Terms
- Definition of Users. The MedsOnWheels platform facilities deliveries from pharmacies to their patients. Pharmacists and Drivers constitute as users of the MedsOnWheels platform and that these Terms of Service apply to all users.
The following additional terms and conditions apply to you if you are using a MedsOnWheels Platform App. You acknowledge and agree that:
These Terms of Service are entered between you and MedsOnWheels. Neither Apple, Inc. ("Apple") nor Google, Inc. ("Google") (collectively, the "download service providers") are parties to this Terms of Service agreement nor will they have obligations with respect to the MedsOnWheels Platform App. The applicable MedsOnWheels party not Apple or Google, is solely responsible for the MedsOnWheels Platform App, including any maintenance and support, and the content thereof as set forth hereunder. However, the download service providers, along with their respective subsidiaries, are third-party beneficiaries of these Terms of Service. Upon your acceptance of these Terms of Service, the download service provider used to obtain the MedsOnWheels Platform App will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as a third-party beneficiary. If MedsOnWheels fails to conform to any applicable warranty, you may notify the download service provider used to obtain the MedsOnWheels Platform App and they will refund the purchase price (if any) of the MedsOnWheels Platform App in accordance with their policies, and, to the maximum extent permitted by applicable law, the download service provider used to obtain the MedsOnWheels Platform App will have no other warranty obligation whatsoever with respect to the application and, as between the download service provider used to obtain the MedsOnWheels Platform App and MedsOnWheels, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to confirm to any warranty is MedsOnWheels’s responsibility. You and us both acknowledge that MedsOnWheels, not the download service provider used to obtain the MedsOnWheels Platform App, is responsible for addressing any end-user or third-party claims related to the MedsOnWheels Platform App, including, but not limited to: (a) product liability claims, (b) any claim that the MedsOnWheels Platform App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar law. Further, you and us both acknowledge that, in the event of any third-party claim that the MedsOnWheels Platform App or your possession or use of the MedsOnWheels Platform App infringes on that third party’s intellectual property rights, as between MedsOnWheels and the download service provider used to obtain the MedsOnWheels Platform App, the MedsOnWheels Platform App will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and you are not listed on any U.S. Government list of prohibited or restricted parties.
- Accurate Information. You represent and warrant that all information supplied by you on the MedsOnWheels (including information provided by you to create an account for use of the MedsOnWheels Platform or in connection with your use of the MedsOnWheels Services is true, accurate, current and complete.
- Security of MedsOnWheels Accounts. Any MedsOnWheels Account must be kept secure and you agree that you will not share or disclose your MedsOnWheels Account credentials with anyone. No members of the MedsOnWheels Group will be liable for any loss or damage arising from your failure to safeguarding your MedsOnWheels Account, use a strong password or limit its use to your MedsOnWheels Account. You may browse some of the MedsOnWheels Platform without creating a MedsOnWheels Account.
- Discretionary Access to MedsOnWheels Accounts. MedsOnWheels reserves the right to deny your request for a MedsOnWheels Account (including usernames) and to disable or terminate access to any MedsOnWheels Account (including usernames) issued to you at any time in MedsOnWheels’s sole discretion. If MedsOnWheels disables access to a MedsOnWheels Account issued to you, you will be prevented from accessing the MedsOnWheels Platform or the MedsOnWheels Services, your MedsOnWheels Account details, Orders or other information that is associated with your MedsOnWheels Account.
- Suspension, Term, Termination and Deletion of MedsOnWheels Accounts. We may suspend or terminate your ability to access the MedsOnWheels Platform, or cease providing you with all or part of the MedsOnWheels Services at any time for any or no reason, including, if we believe: (i) you may have violated these Terms of Service, (ii) you may create risk or possible legal exposure for us; (iii) prolonged inactivity; or (iv) our provision of the MedsOnWheels Services to you is no longer commercially viable. Suspension or termination may also include removal of some or all of the materials uploaded by you. We may make reasonable efforts to notify you by the email address associated with your account, through the MedsOnWheels Platform or the next time you attempt to access your account, depending on the circumstances. You acknowledge and agree that all suspensions or terminations may be made by MedsOnWheels in its sole discretion and that no members of the MedsOnWheels Group will be liable to you or any third-party for any suspension or termination of your access or for the removal of any of the materials uploaded by you to the MedsOnWheels Platform. Any suspension or termination of this Agreement by MedsOnWheels will be in addition to any and all other rights and remedies that MedsOnWheels may have.
- Account Deletion and Termination. You may request the deletion of your account by requesting (by email or through any then-available interfaces) that your MedsOnWheels Account be deleted, ceasing use of the MedsOnWheels Platform, the MedsOnWheels Services and uninstalling and removing all local software components thereof, if any. If you request deletion of your MedsOnWheels Customer Account, we may disable your MedsOnWheels Customer Account but keep the disabled MedsOnWheels Customer Account for fraud prevention or other lawful purposes. If we have received all outstanding payment from you, you may request termination these Terms of Service at any time by requesting by email (or any then-available interface on the MedsOnWheels Platform) that your MedsOnWheels Account be deleted. We may terminate these Terms of Service at any time by giving notice to you, at our discretion, by email at your current email address on file with us or through the MedsOnWheels Platform.
Licensed Access to The MedsOnWheels Platform and Permitted Use
a. Subject to your compliance with these Terms of Service, MedsOnWheels hereby grants you a personal, revocable, non-exclusive and non-transferable license to use the MedsOnWheels Platform in accordance with these Terms of Service in the following manner depending on the type of User that you are:
- for Pharmacist owners, you may create an account and use the MedsOnWheels Platform to manage the offer and fulfilment of Orders; and
- for drivers, you may create an account and use the MedsOnWheels Platform to manage and fulfill requests for deliveries of Orders,
b. Reservation of Rights. MedsOnWheels retains the right, at its sole discretion, to deny access to anyone to the MedsOnWheels Platform or the MedsOnWheels Services, at any time and for any reason (or no reason at all), including, but not limited to, for violation of these Terms of Service or use other than the Permitted Use. You will cease and desist from any such access or use of the MedsOnWheels Platform or MedsOnWheels Services immediately upon request by MedsOnWheels.
c. Geographic Application of the MedsOnWheels Platform. The MedsOnWheels Platform and/or specific services may not be available at all or any times and in all or any jurisdictions. Furthermore, nothing on the MedsOnWheels Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation may be prohibited by law.
d. Changes to the MedsOnWheels Platform. MedsOnWheels reserves the right to change or allow a third party to change any information, material or content (including, but not limited to, price, features, availability of Goods, menus, Vendors, posting and rating/reviews of Vendors) contained on or provided through the MedsOnWheels Platform (the "Content") at any time, and from time to time, without notice. For greater certainty, the Content include the User Content (as defined below).
No Unlawful or Prohibited Use
You may not, without MedsOnWheels's prior written permission, use the MedsOnWheels Platform, the MedsOnWheels Services or any Content (including other User’s User Content) for purposes other than the applicable Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to, or attempt to use the MedsOnWheels Platform and/or the Content to:
- "frame", "mirror" or otherwise incorporate the MedsOnWheels Platform, the MedsOnWheels Services or the Content or any part thereof on any commercial or non-commercial website;
- access, monitor or copy any part of the MedsOnWheels Platform, the MedsOnWheels Services or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without MedsOnWheels’s express written permission;
- violate any laws;
- violate the restrictions in any robot exclusion headers on the Content or the MedsOnWheels Platform or bypass or circumvent other measures employed to prevent or limit access to the MedsOnWheels Services or the MedsOnWheels Platform;
- remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in the MedsOnWheels Platform or the Content;
- modify or attempt to modify (or permit anyone else to modify or attempt to modify) the MedsOnWheels Platform, or any Vendor menu, including any modification for the purpose of disguising or changing any indications of the ownership or source of the MedsOnWheels Platform;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the MedsOnWheels Platform or impersonate another person or organization or misrepresent their affiliation with a person or entity;
- attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the MedsOnWheels Platform or the MedsOnWheels Services;
- copy, reproduce, modify, translate, distribute, transfer, sell, publish, broadcast, perform, transmit, license or circulate in any form any part of the MedsOnWheels Platform or the Content;
- license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the MedsOnWheels Platform;
- create derivative works based on the MedsOnWheels Platform, the MedsOnWheels Services or the Content, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the MedsOnWheels Platform, the MedsOnWheels Services or the Content;
- use of access the MedsOnWheels Platform in a manner that violates the rights (including, but not limited to contractual, intellectual property or proprietary rights) of any third party; or
- upload to or transmit through the MedsOnWheels Platform any information, images, text, data, media or other content that is offensive, harmful, tortuous, hateful, obscene, defamatory or violates any laws or is otherwise objectionable, in each case as determined by MedsOnWheels in its sole discretion.
Intellectual Property Terms
a. Content and Intellectual Property
- MedsOnWheels Content and Intellectual Property Rights. The MedsOnWheels Platform and all content contained therein (excluding User Content as defined in Section 6(b) below), is owned or licensed by MedsOnWheels and protected by copyright, trade-mark and other intellectual property laws ("MedsOnWheels Content"). MedsOnWheels expressly reserves all rights in the MedsOnWheels Platform and all materials provided by MedsOnWheels in connection with these Terms of Service that are not specifically granted to you. You acknowledge that all right, title and interest in the MedsOnWheels Platform, all materials provided by MedsOnWheels in connection with these Terms of Service (including the MedsOnWheels Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with MedsOnWheels (or third party suppliers or licensors, if applicable), and that the MedsOnWheels Platform and all materials provided by MedsOnWheels hereunder are licensed and not "sold" to you.
b. User Content License to MedsOnWheels. By submitting, posting or displaying User Content on or through the MedsOnWheels Platform or otherwise to MedsOnWheels, you grant MedsOnWheels Group, a worldwide, non- exclusive, royalty-free, perpetual, transferable, and fully sublicensable right to use, refrain from using, remove, reproduce, modify, edit, copy, adapt, publish, translate, create derivative works from, distribute, transmit, perform display and otherwise use User Content, in whole or in part. You further grant MedsOnWheels the right (although MedsOnWheels does not have the obligation) to pursue at law any person or entity that violates your or MedsOnWheels’s rights in the User Content by a breach of these Terms of Service. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit. For the avoidance of doubt, MedsOnWheels has no obligation to post or display any User Content on the MedsOnWheels Platform.
c. Use of MedsOnWheels Content and User Content by other Users. You may only use MedsOnWheels Content and other Users Content for the applicable Permitted Use. If you print extracts from the MedsOnWheels Platform for your own personal, non-commercial use, you must not modify the digital or papers of such materials or use any graphics, pictures, photographs or videos separately from any accompanying text.
d. Terms on Submissions/Feedback and Other User Content
- Creating Submissions and Other User Content. Through the capabilities of the MedsOnWheels Platform you may be able to provide ratings/reviews, suggestions or other feedback ("Submissions"). Submissions are a subset of User Content. In creating and posting any Submissions (or other User Content) you represent and warrant that you will not post or transmit to or from the MedsOnWheels Platform any material or content which does or may:
1. Breach any applicable local, national or international law;:
2. Be unlawful or fraudulent;:
3. Amount to unauthorized advertising;:
4. Contain any defamatory, obscene or offensive material;:
5. Promote violence or discrimination;:
6. Infringe the intellectual property rights of another person;:
7. Breach any legal duty owed to a third party (such as a duty of confidence);:
8. Promote illegal activity or invade another’s privacy;:
9. Give the impression that they originate from us; or:
10. Be used to impersonate another person or to misrepresent your affiliation with another person.:
You will be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of Submissions or other User Content to the MedsOnWheels Platform.:
- Status of Submissions on the MedsOnWheels Platform. We reserve the right to remove or edit at any time any Submissions or other User Content posted, uploaded or transmitted to the MedsOnWheels Platform that we determine breaches the restrictions in Section 6(d)(i) above or is otherwise objectionable or may expose us or any third parties to any harm or liability of any type, or for any reason. Any Submissions on the MedsOnWheels Platform is for information purposes only and does not constitute advice from us or the opinions of anyone within the MedsOnWheels Group. User Content may reflect the opinions of Customers who have ordered through the MedsOnWheels Platform and any statements, advice or opinions provided by such persons are theirs only. Accordingly, to the fullest extent permitted by law, no members of the MedsOnWheels Group assume any responsibility or liability to any person for any User Content, including without limitation any mistakes, defamation, obscenity, omissions or falsehoods that you may encounter in any such materials.
- Public Display of Submissions. You acknowledge that MedsOnWheels may choose to provide attribution of your Submissions (for example, listing a date, User’s name and city on a User’s rating/review that you submit) at MedsOnWheels’s discretion, and that such User Content may be visible to other Users and visitors to the MedsOnWheels Platform. By providing a rating/review you acknowledge and consent to us using your given name in association with the rating/review. All ratings/reviews that we receive may be moderated before we publish them. We may do this to make sure that ratings/reviews fit our content guidelines.
Advertising and Third-Party Websites
a. If you elect to have any business dealings with anyone whose products or services may be advertised on the MedsOnWheels Platform, you acknowledge and agree that such dealings are solely you between you and such advertiser and you further acknowledge and agree that no member of the MedsOnWheels Group will have any responsibility or liability for any losses or damages that may incur as a result of any such dealings.
b. The MedsOnWheels Platform may provide links to third party websites and such links are provided solely for your convenience. Third party websites: Links to third party websites on the MedsOnWheels Platform are provided solely for your convenience. If you use these links, you leave the MedsOnWheels Platform. We have not reviewed and do not control any of these third-party websites (and are not responsible for these websites or their content or availability). We do not endorse or make any representation about these websites, their content, or the results from using such websites or content. If you decide to access any of the third-party websites linked to the MedsOnWheels Platform, you do so entirely at your own risk.
c. MedsOnWheels reserves the right to prohibit or remove (or require you to remove) any link to the MedsOnWheels Platform, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time.
Availability and Updates
a. MedsOnWheels may alter, suspend, or discontinue the MedsOnWheels Platform or Service at any time and for any reason or no reason, without notice. The MedsOnWheels Platform or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. MedsOnWheels may periodically add or update the information and materials on this the MedsOnWheels Platform without notice.
b. While we try to ensure the MedsOnWheels Platform is normally available twenty-four (24) hours a day, we do not undertake any obligation to do so, and no members of the MedsOnWheels Group will be liable to you if the MedsOnWheels Platform is unavailable at any time or for any period.
c. MedsOnWheels may upgrade or alter the MedsOnWheels Platform at any time. MedsOnWheels may remotely access the MedsOnWheels Platform (including for greater certainty any MedsOnWheels Platform App) at any time for any lawful reason, in particular to update the software or to perform software maintenance.
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF SERVICE (INCLUDING THE FOLLOWING DISCLAIMERS AND LIMITATIONS OF LIABILITY) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.
a. Content: While we try to ensure that information on the MedsOnWheels Platform is correct, we do not promise it is accurate or complete. We may make changes to the material on the MedsOnWheels Platform including to Goods and prices described on it, at any time without notice. The material on the MedsOnWheels Platform may be out of date, and we make no commitment to update that material.
b. Vendor actions and omissions: The legal contract for the supply and purchase of Goods is between the Customer and the Vendor that you place your Order with. We have no control over the actions or omissions of any Vendor or Drivers. Without limiting the generality of the foregoing, you acknowledge and accept the following by using the MedsOnWheels Platform:
c. Service Disclaimers
NO IMPLIED WARRANTIES; LIMITATIONS OF LIABILITY.
a. IMPLIED WARRANTIES. THE MEDSONWHEELS SERVICES, THE MEDSONWHEELS PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, MEDSONWHEELS DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE MEDSONWHEELS SERVICES, MEDSONWHEELS PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE MEDSONWHEELS SERVICES, THE MEDSONWHEELS PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
b. EXCLUSION OF INDIRECT DAMAGES. IN NO EVENT WILL MEDSONWHEELS OR ANY MEMBER OF THE MEDSONWHEELS GROUP BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT MEDSONWHEELS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE MEDSONWHEELS SERVICES, THE MEDSONWHEELS PLATFORM OR THE CONTENT.
c. NO RESPONSIBILITY FOR VENDORS AND DRIVERS. VENDORS AND DRIVERS OFFERING GOODS OR SERVICES THROUGH THE MEDSONWHEELS PLATFORM ARE INDEPENDENT PERSONS OR ORGANIZATIONS AND NOT REPRESENTATIVES, AGENTS OR EMPLOYEES OF MEDSONWHEELS. MEDSONWHEELS IS THEREFORE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONTRACTUAL BREACHES OR NEGLIGENCE OF ANY VENDORS OR DRIVERS OR FOR ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER FOR THE PRODUCTS OR SERVICES OFFERED BY VENDORS OR DRIVERS.
d. LIMITATION OF LIABILITY. TO THE EXTENT THAT THE FOREGOING LIMITATIONS DO NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF THE MEDSONWHEELS GROUP IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE, INCLUDING IN CONNECTION WITH YOUR USE OF, OR INABILITY TO MAKE USE OF, THE MEDSONWHEELS SERVICES, THE MEDSONWHEELS PLATFORM OR THE CONTENT EXCEED: (I) THE FEES PAID BY YOU IN THE PRECEDING 4 MONTHS; OR (II) CDN $100.00 (ONE HUNDRED CANADIAN DOLLARS), WHICHEVER IS LOWER. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.
e. ADDITIONAL COSTS. YOU ASSUME FULL AND SOLE RESPONSIBILITY FOR ANY ADDITIONAL OR ASSOCIATED COSTS THAT YOU MAY INCUR IN CONNECTION WITH OR AS A RESULT OF YOUR USE OF THE MEDSONWHEELS PLATFORM, INCLUDING WITHOUT LIMITATION COSTS RELATING TO THE SERVICING, REPAIR OR ADAPTATION OF ANY EQUIPMENT, SOFTWARE OR DATA THAT YOU MAY OWN, LEASE, LICENSE OR OTHERWISE USE.
THE LIMITATIONS ABOVE REFLECTS A FAIR ALLOCATION OF RISK BUT FOR WHICH MEDSONWHEELS WOULD NOT MAKE THE MEDSONWHEELS PLATFORM AND/OR MEDSONWHEELS SERVICES AVAILABLE TO USERS. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify and hold harmless MedsOnWheels Group, its licensors and their directors, officers, agents, contractors, partners, representatives and employees from and against any threated or actual claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal fees, incurred in connection with or as a result of:
a. your breach of these Terms of Service or any documents referenced herein;
b. your violation of any law or the rights of a third party (including, without limitation, intellectual property rights);
c. your breach of or failure to perform in respect of any Orders made by you or by any third party acting on your behalf or with your permission; or
d. MedsOnWheels reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate as fully as reasonably required by MedsOnWheels.
Governing Law and Dispute Resolution
a. Governing Law. These Terms of Service will be governed by the laws of the Province of Ontario, unless you access the MedsOnWheels Platform or receive the MedsOnWheels Services in Quebec, in which case the laws of the Province of Quebec apply to the extent of such access or use of the MedsOnWheels Services, and the federal laws of Canada applicable therein. These laws apply to your access to or use of the, the MedsOnWheels Platform, the MedsOnWheels Services or the Content, notwithstanding your domicile, residency or physical location. The MedsOnWheels Platform, the MedsOnWheels Services and the Content are intended for use only in jurisdictions where they may lawfully be offered for use.
- Except to the extent restricted by applicable law, if there is any dispute or controversy between (1) you and (2) MedsOnWheels or any members of the MedsOnWheels Group, including any dispute or controversy arising out of or relating to these Terms of Service, the MedsOnWheels Platform or MedsOnWheels Services, any interactions or transactions between (1) you and (2) MedsOnWheels or any members of the MedsOnWheels Group, or in respect of any legal relationship associated with or derived from these Terms of Service, including the validity, existence, breach, termination, construction or application, or the rights, duties or obligations of you or us, (each, a "Dispute"), the disputing person will serve notice on the other person and each you and us must use good faith efforts to resolve the Dispute informally.
- Except to the extent restricted by applicable law, if the Dispute is not resolved after twenty (20) business days of a person serving notice on the other party that there is a Dispute, you and us agree that the Dispute will be finally resolved by confidential arbitration before a single arbitrator in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. The seat of the arbitration will be Ontario or wherever convenient or necessary acting reasonably. There will be no appeals of any kind. The language of the arbitration will be English unless otherwise required by applicable law or agreed to by you and us. MedsOnWheels will pay the reasonable arbitration costs.
- Except to the extent restricted by applicable law, you and us agree that you and us will resolve any Dispute on an individual basis. Any claim you may have must be brought individually, in your individual capacity and not as a representative plaintiff or class member, and you will not join such claim with claims of any other person or entity, or bring, join or participate in a class action lawsuit, collective or representative proceeding of any kind (existing or future) against any members of the MedsOnWheels Group.
- Nothing in this Section will prohibit us from seeking interim measures from a court, including preliminary or injunctive relief of breach of you of any intellectual property rights.
- Interpretation. Unless the context clearly requires otherwise, (a) references to the plural include the singular, the singular the plural, the part the whole, (b) references to any gender include all genders, (c) “including” has the inclusive meaning frequently identified with the phrase “but not limited to” and (d) references to “hereunder” or “herein” relate to this Agreement. The section headings in this Agreement are for reference and convenience only and shall not be considered in the interpretation of these Terms of Service.
- Notices. MedsOnWheels may, in its sole discretion, provide any notices to you in connection with these Terms of Service through the MedsOnWheels Platform or by email at the then-current email address for you on file with MedsOnWheels. MedsOnWheels may be contacted in writing at:
MedsOnWheels may change its notice contact information from time to time by posting updated contact details on the MedsOnWheels Platform.
- No Waiver. MedsOnWheels's failure to insist upon or enforce strict performance of any provision of these Terms of Service will not be construed as a waiver of any provisions or right.
- Force Majeure. MedsOnWheels will not be liable to you for any failure of or delay in the performance of its obligations under these Terms of Service for the period that such failure or delay is due to causes beyond MedsOnWheels's reasonable control, including but not limited to acts of God, power outages, internet disconnectivity, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.
- Severability. If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
- Order of Precedence. If any of the provisions contained in these Terms of Service conflict with the terms of another agreement between you and us, then these Terms of Service will prevail; provided that, if you are also a Vendor registered on the MedsOnWheels Platform, the terms applicable to the Vendor agreement will govern your relationship with MedsOnWheels in connection with your use of the MedsOnWheels Platform as a Vendor offering its services.
- Language. These Terms of Services are made available in English and in French for French speaking Users. In the event of a conflict between this English language version of the Terms of the MedsOnWheels Services and the French language version of the Terms of Service, this English language version shall prevail except for users in Quebec for whom the French language version will prevail. En cas d’incompatibilité entre la présente version anglaise des conditions du site et sa version française, cette version anglaise prévaudra.
- Assignment. You may not transfer any of your rights or obligations under these Terms of Service without our prior written consent. We may transfer any of our rights or obligations under these Terms of Service without your prior written consent to any of our affiliates or any business that we enter into a joint venture with, purchase or are sold to.
1. Access, MedsOnWheels Services and Products:
Through the MedsOnWheels Platform you may receive delivery of the medication and MedsOnWheels may provide customer care support between you, Drivers and Vendors (these services and associated services such as order management, payment processing for Orders and provision of access to the MedsOnWheels Platform provided by MedsOnWheels from time to time are the "MedsOnWheels Services"). For avoidance of doubt, MedsOnWheels does not prepare or fulfil any orders for Goods or provide delivery services directly and no members of the MedsOnWheels Group will be liable for any transactions between Customers, Drivers or Vendors. MedsOnWheels may provide products or services to Drivers or Vendors through a separate agreement executed with such parties. Menus and other Vendor-related information on the MedsOnWheels Platform is content provided by the Vendor and not MedsOnWheels.
2. Customer Care, Goods Contract, Third Party Drivers and Refunds
- MedsOnWheels may offer customer care in respect of issues relating to the Vendors and the Drivers. If you have any problems, questions or suggestions with respect to the MedsOnWheels Platform or your Order, please contact MedsOnWheels’s customer care team(and not the Vendor or Courier) via chat (preferable), email or phone at the contact information provided on the MedsOnWheels Platform.
- The legal contract for the purchase of Goods will in all cases be between the Customer and the Vendor. You irrevocably appoint and authorize us to act as your sole and exclusive agent for the purpose of concluding contracts for the sale of Goods between you and the Vendor by means of you placing Orders via the MedsOnWheels Platform. We may act as agent for the Customer and the Vendor for the legal contract for the purchase and sale of the Goods. YOU ACKNOWLEDGE AND AGREE THAT NO MEMBER OF THE MEDSONWHEELS GROUP HAS ANY CONTROL OVER THE QUALITY OF THE GOODS OR SERVICES OFFERED BY VENDORS AND DRIVERS AND THAT NO MEMBERS OF THE MEDSONWHEELS GROUP WILL HAVE LIABILITY TO YOU FOR ANY PROBLEMS CAUSED BY THE VENDOR CONCERNING YOUR ORDERS, INCLUDING, WITHOUT LIMITATION, MISSED OR LATE DELIVERIES, MISSED GOODS ITEMS, AND ANY PROBLEMS WITH RESPECT TO THE QUALITY OF THE GOODS DELIVERED INCLUDING IF GOODS CAUSE ILLNESS, ALLERGIC REACTIONS OR HAVE INCORRECT NUTRITIONAL VALUES.
- For Delivery Orders that the Vendor arranges or for which third party Drivers provide delivery services, we are not liable for any service or product provided by such Drivers.
- MedsOnWheels may provide, in its discretion, the refund or compensation by payment to your payment credit or debit card or providing the Customer with MedsOnWheels Credits (as defined below).
Payment Processing Services
Payment processing services for the MedsOnWheels Platform are provided by payment services providers as MedsOnWheels may choose from time to time (collectively referred to as the "Payment Processing Services Provider"). You hereby authorize MedsOnWheels to share with the Payment Processing Services Provider that financial information, banking details and transaction information related to your use of the payment processing services and the MedsOnWheels Platform. You also agree that the MedsOnWheels Group is not responsible for the use or misuse of such financial information, banking details and transaction information by the Payment Processing Services Provider or any third party.
Price and Payment
- Goods prices listed on the MedsOnWheels Platform from Vendor in Canada are in Canadian dollars, Good prices listed on the MedsOnWheels Platform from a Vendor in the United States are in United States dollars. Good prices may not include applicable tax and delivery charges. Taxes and delivery charges may be added at checkout and will be payable by you along with the Order price.
- Payment for Orders must be made with an accepted credit or debit card through the MedsOnWheels Platform ("Card Orders") or in certain circumstances may be made by cash directly to the Vendor or courier ("Cash Orders"). If you choose a Cash Order, you must pay the Vendor or courier, as applicable and are liable for failure to do so.
- For Card Orders, you will be charged at the time of placing your Order. The MedsOnWheels Platform uses the third-party payment processors to effect charges onto your debit or credit card. You consent to the collection and use of your information (including, if applicable, personal information) by such payment processing service as necessary to process your payments. We reserve the right to change, or to stop accepting, any permitted payment method at any time in our sole discretion. You agree we may charge your payment card for any order placed and for any additional amounts (including any taxes) as may be applicable in connection with your purchase. You are responsible to ensure that all of your billing information is current, complete, and accurate. We will provide you with an online or emailed billing summary statement which you may review, save, or print at your discretion. This is the only billing statement that will be provided by us.