These User Terms and Conditions (the “User Terms”)—together with the other documents referenced and linked below (collectively, the “Agreement”)—describe your rights and responsibilities concerning your receipt of services from Prescribe Smart Inc.. (“Prescribe Smart”), and apply to all persons who have opened an account for services with Prescribe Smart.
If you do not agree with some or all of this Agreement, do not use the Website or App.
Last revised February 20, 2023.
The Website and App and all associated services are provided by Prescribe Smart. In this Agreement, the terms "we", "our" and "us" refer to Prescribe Smart.
2. Modifications and Updates to These Terms and Conditions
We reserve the right to update or modify (collectively "change") the terms of this Agreement (including those documents that are incorporated herein by reference) at any time and from time to time, without prior notice to you. Your use of the Website following any such change constitutes your agreement to follow and be bound by such changes. For this reason, we encourage you to review this Agreement (and all documents incorporated by reference, as set out below) whenever you visit the Website. We will include a "last revised" date on these User Terms as displayed on the Website.
4. Other Policies
5. Not Medical Advice
The information contained in this Website, or obtained as a consequence of using this Website is not intended to be, nor is it implied to be, a substitute for professional medical or pharmaceutical advice. This Website cannot replace good clinical judgment or clinical experience, and is not a substitute for any clinical support system that exists in a health care setting.
Instead, the information contained on this Website is provided for informational purposes only for consideration by Canadian medical professionals. YOUR RELIANCE ON ANY INFORMATION PROVIDED ON OR THROUGH THIS WEBSITE IS SOLELY AT YOUR OWN RISK.
6. Account Eligibility
You may sign up for an account and use Prescribe Smart’s services only if:
6.1 In order to use the Website and App you must meet the eligibility requirements set out in these Terms of Service. We reserve the right to modify these eligibility requirements at any time. Use of the Website and App represents your warrantee that you meet all eligibility requirements.
6.2 You may not use the Website and App if you are a resident of a jurisdiction in which you are prohibited from contracting with, or otherwise using the services of, a Canadian corporation, for any reason.
6.3 You may only use the Website and App if you have reached the age of majority in the jurisdiction in which you reside, and you can form legally binding contracts under the applicable law.
6.4 You may use the Website and App only if you are
- a physician legally and lawfully entitled to practice medicine; or
- a nurse practitioner legally and lawfully entitled to engage in advanced practice nursing; or
- a healthcare professional (e.g. pharmacist, nurse) legally entitled to practice your profession and you intend to use the website within the scope of your professional practice; or
- a student in a medicine-related school/faculty (e.g., medicine, pharmacy, nursing) registered with their respective licencing body for the purpose of learning under the supervision of a qualified and licenced healthcare professional. or
- an individual working or studying in a profession that deals with, or requires knowledge of, prescription medications.
6.4 You may not use the Website or App if you live in a jurisdiction where access to or use of the Website or any part of it may be illegal or prohibited by law. It is solely your responsibility to determine whether your use of the Website and App is lawful, and you must comply with all applicable laws.
6.5 Prescribe Smart reserves the right to request proof of identification, age, or that you meet other eligibility requirements.
7. Account Sign-Up
When you sign up for an account, you will be asked to provide your full name, email address and password, province and postal code, and related information as set out on the registration page. If you create an account on the Website or App, you are solely responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must immediately notify Prescribe Smart of any unauthorized uses of your account or any other breaches of security. Prescribe Smart will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
Prescribe Smart reserves the right to refuse to permit the opening of an account, or the provision of service, to anyone at any time for any reason.
8. Your Account Data
You agree to: (a) provide true, accurate, current and complete information as prompted by the Website's registration form (the "Data"); and (b) maintain and promptly update the Data to keep it true, accurate, current and complete. If you provide any Data that is (or which Prescribe Smart has reasonable grounds to suspect is) untrue, inaccurate, not current or incomplete, Prescribe Smart has the right to suspend or terminate your account and refuse any and all current or future use of our services, the Website, or any portion thereof for any reason.
We welcome your comments and other feedback regarding the Website and App and our products and services. In the event you provide us with any communication or material (whether through this Website, by electronic mail or otherwise) including any data, questions, comments, suggestions, testimonials or the like (all of which are collectively called "Feedback"), you grant us a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to delete, reproduce, modify, adapt, publish, translate, share, rent, lend, create derivative works from, distribute, commercialize, communicate by telecommunication, display and otherwise use such Feedback throughout the world in any media, now known or hereafter developed for any purpose, and you waive any and all moral rights in the Feedback. You also agree that we are free to use any ideas, concepts, know-how, or techniques contained in any Feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products or services using such information. You also grant us the right to use the name you submit (if any) with such Feedback, in connection with our rights hereunder. Additionally, at our request you agree to sign and deliver to us all further documents and assurances that we may request in connection with the licenses, assignments, transfers, releases and waivers contemplated by this section
By providing Feedback, you warrant that the content of such Feedback is original, is not subject to any third party copyright or any other proprietary rights, that you have full capacity and authority to provide such Feedback, and that the matters set out in any Feedback you provide to Prescribe Smart will be true and accurate.
All of the content on or made available via the Website, including without limitation all of the page headers, images, illustrations, graphics, audio clips, video clips, multimedia clips, interfaces and text (collectively the "Material") is the proprietary intellectual property of Prescribe Smart and/or its licensors—as are all trade-mark, copyright, patent and/or other intellectual property rights arising therefrom. The Material is protected under copyright, trade-mark and other laws of Canada and other countries, and Prescribe Smart owns all copyright in the selection, co-ordination, arrangement and enhancement of the Material. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.
Prescribe Smart™ is a trade-mark of Prescribe Smart. All other company names, brand names, trade-marks and logos are the property of their respective owners. Nothing contained on the Website will be construed as granting any license or right to use any trade-marks (whether by implication or otherwise), including Prescribe Smart’s trade-marks, except with the express written permission of Prescribe Smart or such other party that may be the owner thereof.
11. Permitted Use of the Website
We grant you a non-transferable, non-exclusive, revocable, limited licence to use and access the Website and App solely for your own personal, non-commercial use. Access to and use of the Website and App other than for your personal, non-commercial purposes is strictly prohibited. You may download, print and store selected portions of the Material provided that you: (a) only use these copies of the Material for your own personal, non-commercial use; (b) do not copy or in any way reproduce or post Material on any network computer, or broadcast or redistribute the Material in any media or through any other channel; (c) do not modify or alter the Material in any way; and (d) do not delete, obscure or change any copyright, trade-mark or other proprietary notice contained in the Material.
You are not permitted to use the Website:
- in any unlawful, fraudulent, or commercial manner, or any other manner prohibited by these Terms of Service;
- to upload, transmit, or distribute to or through the Website any computer viruses, worms, or any software intended to damage or alter a computer system or data;
- to send through the Website unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
- to use the Website to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;
- to interfere with, disrupt, or create an undue burden on servers or networks connected to the Website, or violate the regulations, policies or procedures of such networks;
- to attempt to gain unauthorized access to the Website and App(or to other computer systems or networks connected to or used together with the Website), whether through password mining or any other means;
- to harass or interfere with any other user's use and enjoyment of the Website;
- to use software or automated agents or scripts to produce multiple accounts on the Website, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Website (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
- to tamper with, modify, copy without express permission, amend, make derivative or reverse engineer any part of the Website or App; or
- to licence, sell, rent or lease any part of the Website, including but not limited to your Account.
12. Prohibitions and Limitations
Any use of any of the Material whether in whole or in part, or of the Website, is strictly prohibited except only and to the limited extent expressly permitted above and herein. Without limiting the foregoing, you must not frame, mirror, scrape, or mine any of the Material except with our prior written consent. (To request permission to do any of the above, please contact Prescribe Smart at firstname.lastname@example.org). Except as indicated by our robots.txt or similar file, you may not use any robot, spider, other automatic device or manual process to monitor or copy web pages or the Material. You may not, whether directly or indirectly, use any device, software or routine or otherwise interfere or attempt to interfere with the proper working of the Website and App. You will not take any action that places a disproportionately large load on the infrastructure of the Website and App.
We may enforce our rights to the fullest extent of the law should you breach any of these terms and conditions.
The Website may contain links to other web sites. These links are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by Prescribe Smart of the linked web site or information contained therein. We do not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice, or statements contained at third party sites and publications; when you access such sites or download such publications, you do so at your own risk. We are not responsible or liable for any loss or damage you may suffer or incur in connection with your use of any third party websites or for any acts, omissions, errors or default of any third party in connection with their website.
14. Cancellation / Termination
If you no longer wish to receive services from Prescribe Smart and wish to terminate this Agreement, you will be required to inform us by email to email@example.com of your intention. Neither failing to log into the Website and App, or failing to access or consume services made available to you, will, in and of itself, constitute your termination of this Agreement.
Prescribe Smart may, at any time and for any reason and in its sole discretion, change, suspend or terminate, temporarily or permanently, the services or the Website and App(or any part thereof), or terminate this Agreement, without any prior notice or liability to you or any other person.
Our provision both of access to the Website and App and to our services is dependent on a variety of other service providers—like internet service providers (including both yours and ours), website hosts, email service providers and the like—that we do not and cannot control. As such, the Website and App, accounts, and the services provided on or through the Website and App or otherwise by Prescribe Smart ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. We assume no risk or responsibility for your use of or inability to use the Website or any of the services or the content provided on the Website.
TO THE FULL EXTENT PERMITTED BY LAW, PRESCRIBE SMART, OUR AFFILIATES, AND OUR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, MEMBERS OR SUPPLIERS DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE AND APP, ITS CONTENTS AND ALL SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OR ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR USE.
In addition, if you access or transmit any content through the use of the Website, you do so at your own discretion and your sole risk. You are solely responsible for any loss or damage to you in connection with such actions. We are not responsible for any incorrect or inaccurate content in connection with the Website, whether caused by users or by any of the programming associated with or utilized in the Website or App. We are not responsible for the conduct, whether online or offline, of any user of the Website and App. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications.
Without limiting the foregoing, we do not represent or warrant that the information on the Website or the services are accurate, complete, reliable, useful, timely or current or that the Website and app or services will operate without interruption or error. No warranty is given that there may not be a contrary view to any of the material that is published on the Website and App. We assume no responsibility and will not be liable for any damages on account of your access to, use of, or browsing on the Website and app, or inability to do any of the foregoing.
We may receive unrestricted educational grants from time to time from pharmaceutical companies. We maintain full control over the content of the Website and App and all information is provided on an impartial basis.
17. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, OR ANY OF OUR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, MEMBERS OR SUPPLIERS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES: (A) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE WEBSITE OR THE SERVICES; OR (B) SUFFERED AS A RESULT OF YOUR USE OR RELIANCE ON THE WEBSITE AND APP.
This is a comprehensive limitation of liability that applies to all losses and damages of any kind (whether general, special, consequential, incidental, exemplary, punitive or otherwise, including, without limitation, loss of data, income or profits or failure to realize anticipated savings), whether based in contract (including fundamental breach), tort (including negligence), strict liability or otherwise, even if we have been advised of or should have known of the possibility of such damages.
If you are dissatisfied with these User Terms, your sole and exclusive remedy is to terminate this Agreement. You acknowledge, by your use of the Website and App or the services that such use is at your sole risk.
Notwithstanding the foregoing, if for any reason we are found liable for any loss or damage which arises out of or is in any way connected to your use of (or inability to use) the services or the Website and App, then our the total aggregate liability under such circumstances will not exceed $10.00 (Canadian funds), in aggregate.
You agree to indemnify and save harmless Prescribe Smart, its affiliates, and our respective officers, directors, employees, consultants, representatives, members and agents (in this section, "we" and "us") from and against any claim, cause of action, demand, cost, loss, expense or liability, including without limitation reasonable professional fees, brought against or suffered or incurred by us as a result of your use of the services or the Website, or a breach of this Agreement. Without limiting the foregoing, you assume any and all liability for Submissions uploaded or downloaded with your account credentials, and you agree to defend, indemnify and hold us harmless from and against any and all third-party claims, actions, proceedings, damages and expenses (including without limitation lawyer fees on a solicitor-client basis) and costs, arising out of the breach or alleged breach of a covenant, representation or warranty in this Agreement.
When we are threatened with a suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us as provided above; your failure to provide those assurances may be considered by us to be a material breach of this Agreement. In addition, in the event we are made a party to any claim, suit or action relating to or arising from any services offered by us that is: (a) initiated by you, which is unsuccessful; or (b) initiated by a third party, who is suing you; you will reimburse us at a reasonable rate for all personnel time and expenses expended by us in response to such claim, suit or action including without limitation, all attorney fees and expenses incurred by us with respect to such response. This defence and indemnification obligation will survive this Agreement and your cessation of use of the Website and our services.
Transmissions to Prescribe Smart (whether effected through the Website or otherwise) may not be secure, may not be treated as confidential or protected in any way, and do not create any fiduciary or other relationship or duty of any kind. You should not send confidential or sensitive information via the Internet or e-mail, including via the Website.
The terms of this Agreement are severable. If any provision of this Agreement is determined to be unenforceable or invalid, then such provision will be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions.
21. Other Jurisdictions
Use of the Website and App and consumption of the services is unauthorized in jurisdictions that do not give effect to this Agreement or where access to or use of Website and App or the services may be illegal or prohibited. Those who choose to access the Website or use the services from such locations do so on their own initiative at their own risk, and are responsible for compliance with local laws if and to the extent local laws are applicable.
No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.
The provisions of this Agreement will enure to the benefit of and be binding upon each of Prescribe Smart and its successors and assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without the express prior written consent of Prescribe Smart which may be withheld in Prescribe Smart’s sole discretion. Prescribe Smart may assign this Agreement and its rights and obligations under this Agreement without your consent or notice to you.
The provisions of Sections 4, 8, 9, 14—16, and 18—24 shall survive termination of the Agreement, howsoever occasioned.
25. Governing Law and Courts; Timing of Claims
This Agreement and your use of the Website and the services will be governed by and interpreted exclusively in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable in British Columbia, excluding its conflict of laws rules and all private international laws. You consent and submit to the exclusive jurisdiction of the Courts located in the Province of British Columbia in all disputes arising out of or relating to your use of or inability to use the Website, the services and this Agreement. You agree that any claim or cause of action you may have arising from, connected with, or relating to this Agreement, the Website or our services must be commenced in a court of competent jurisdiction in the Province of British Columbia within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred.
26. Entire Agreement
This Agreement, together with those documents incorporated or referred to herein, constitute the entire agreement between you and Prescribe Smart relating to your use of the Website and the provision of accounts and related services, and supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and cannot be amended or modified except by the express and explicit agreement of Prescribe Smart to modify this Agreement in writing, or by Prescribe Smart making such amendments or modifications available to you pursuant to a modification of this Agreement as permitted herein. No Prescribe Smart employee or agent has the authority to vary this Agreement. In the event of a conflict between the provisions of the User Terms and the provisions of any other document or agreement incorporated or referenced herein, these User Terms will govern to the extent of the inconsistency.