Terms & Conditions

Terms and Conditions – Expentory Platform Users

Welcome to Expentory! Please read these terms and conditions (the “Terms and Conditions”) and privacy policy accessible via the following link https://www.Expentory.com/privacy-policy (the “Privacy Policy”) before using the Expentory Platform (as defined herein), which, for the avoidance of doubt, includes the Expentory website located at www.Expentory.com and any other websites or links owned and/or operated by Expentory (collectively, the “Website”). These Terms and Conditions govern your use, either on your own behalf or on behalf of the entity, Pharmacy or organization that you may represent, of the Expentory Platform (as defined herein).

By accessing the Expentory Platform, clicking “Accept”, or otherwise signing an order form and/or agreement that incorporates these Terms and Conditions by reference, acknowledge you are entering into an agreement with Expentory Inc. (“Expentory”, “us”, “we”, “our”, together with you, the “Parties” and each of you or us, a “Party”), under which you, on your own behalf or on behalf of the entity, Pharmacy or organization that you may represent, agree to be be bound by, and comply with, these Terms and Conditions, including, but not limited to, as applicable to the user (as defined herein), any Marketing Partner/Counsellor Services Agreement (as defined herein), Expentory Partner Agreement  (as defined herein), or other agreement between you and us, whether verbal or in writing, as well as the Privacy Policy and other documents referenced herein (collectively, the “Agreement”), as may be updated from time to time. If you do not agree to be bound by these Terms and Conditions, or other referenced agreements or documentation, you must cease to access or use the Expentory Platform.

By agreeing to this Agreement, you represent that you have reached the age of majority in your jurisdiction, you have the capacity to enter into binding obligations, and all information you supply to us is true, accurate, current and complete. If you are using the Expentory Platform on behalf of another person or entity, you represent that you have the authority to bind such person or entity to these Terms and Conditions.

If you have any questions or concerns about the terms of this Agreement, please contact us at info@Expentory.com.

1. Definitions

In these Terms and Conditions:

• “Access Information” has the meaning set out in Section 4.
• “Agreement” has the meaning set out in the first paragraph of these Terms and Conditions.
• “Applicable Law” means any domestic or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time during the term of this Agreement which applies to or is otherwise intended to govern or regulate any person (including any Party), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental or Regulatory Authority
• “Application” means a formal request from a Pharmacy to an Expentory Partner, or other Pharmacy, they want to attend, which provides supporting information and documentation as required by the Expentory Partner or other Pharmacy.
• “Expentory Parties” has the meaning set out in Section 18.
• “Expentory Partner” means any Pharmacy, company, organization, association or individual that has entered into an agreement with Expentory to use or promote the Expentory Platform, or to enable their employees or pharmacy to use or promote the Expentory Platform.
• “Expentory Partner Agreement” means the executed agreement between an Expentory Partner and Expentory, including any terms and conditions, schedules or exhibits attached thereto, whereby Expentory will provide international-pharmacy recruitment services to the Expentory Partner.
• “Expentory Platform” means Expentory’s Website and the Expentory Pharmacy recruitment platform, including all Services provided therefrom, accessible by you (being a Marketing Partner, Counsellor, Expentory Partner, Pharmacy, Third-Party Provider .
• “Claim” has the meaning set out in Section 18.
• “Confidential Information” means information considered confidential or proprietary by Expentory, including the Expentory Platform, its business plan and strategy, any design, prototype, compilation of information, data, program, method, invention, license, technique or process, information relating to any Expentory service, Expentory’s software, Expentory Website and web platform, client and user information, financial information, marketing information, intellectual property, business opportunities, or research and development.
• “Content” means all information, material or other content contained on or provided through the Expentory Platform that Expentory makes available to you, including, without limitation, all designs, graphics, pictures, illustrations, software, systems, processes, artwork, videos, music, sounds, names, words, titles, phrases, logos, trade-marks, service marks and trade names displayed on the Expentory Platform.
• “De-identified Data” has the meaning set out in Section 7.
•  “Feedback” has the meaning set out in Section 11.
• “Governmental or Regulatory Authority” means any national, provincial, territorial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation, or court or other law, rule or regulation-making entity having or purporting to have jurisdiction over Expentory, you or any other person, property, transaction, activity, event or other matter related to this Agreement, including subdivisions of, political subdivisions of and other entities created by, such entities
• “Party” means each of Expentory and you, and “Parties” means Expentory and you collectively.
• “Personal Information” means information that can be used, on its own or in combination with other information to identify an individual.
• “Privacy Policy” has the meaning set out in Section 6.
•  “Marketing Partner” means a person who works at a business that helps prospective pharmacies with their Pharmacy Applications. They provide advice, support, and logistics for pharmacies.
• “Marketing Partner/Counsellor Services Agreement” means the executed agreement, including terms and conditions, between a Marketing Partner or Counsellor and Expentory, including any terms and conditions, schedules or exhibits attached thereto, whereby the Marketing Partner or Counsellor will provide international-pharmacy recruitment services for Expentory and the Expentory Partners.
• “Pharmacy” means any institution which educates attendees.
• “Services” means all of our web-based applications, tools, functionality and/or platforms or any other offering that we make available to you via the Expentory Platform or that you have subscribed to by way of contractual agreement with us, and are developed, operated, and maintained by us, accessible via http://Expentory.com or another designated URL, and any ancillary products and services that we provide to you.
•  “Submission” has the meaning set out in Section 12.
• “Terms and Conditions” has the meaning set out in the first paragraph herein.
•  “Third-Party Content” has the meaning set out in Section 17.
• “User” or “user” means the user of the Expentory Platform, including, but not limited to, all employees, representatives, consultants, contractors or agents who are authorized by you to use the Expentory Platform for your benefit.
• “You” or “your” means the person or entity accessing the Expentory Platform and/or receiving the Services.

2. Application of these Terms and Conditions

These Terms and Conditions apply to your access to and use of the Expentory Platform and the Services offered through the Expentory Platform. Subject to your compliance with these Terms and Conditions, we will use commercially reasonable efforts to make the Expentory Platform available for your use in accordance with any documentation or guidelines we make available to you.

Please note that while these Terms and Conditions apply to all users of the Expentory Platform, Section 21 applies specifically to Pharmacy users, while Section 22 applies specifically to Marketing Partner or Counsellor users and Section 23 applies specifically to Expentory Partner users.

3. Changes to these Terms and Conditions and the Expentory Platform

Except where prohibited by Applicable Law, we may update these Terms and Conditions at any time by posting a new version to the Expentory Platform. You are responsible for monitoring the Expentory Platform for any such changes and for reviewing such changes. Your continued access to or use of the Expentory Platform after any changes to these Terms and Conditions indicates your acceptance of such changes. Similarly, we reserve the right to change, suspend or terminate the Expentory Platform at any time, including the availability of any Content, without notice, including: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms and Conditions; or (iii) to address any emergency security concerns.

4. Registration and Account Information

To access or use the Expentory Platform, you may either be required to register for a user account using the Expentory Platform or be provided with an access key or be authorized by the Expentory Platform in a customized way as set out in a mutual written agreement.  You agree to provide accurate, current and complete information in such registration and to update your information as necessary.  We reserve the right to suspend or terminate your account or access or authorization if we have reason to believe your information is inaccurate, outdated or incomplete and may, in our sole discretion, accept or reject your registration, request to access, or authorization for the Expentory Platform, and suspend or terminate your account for any reason. You are responsible for maintaining the confidentiality of your password, account and access key, as applicable (“Access Information”), and we are not responsible for any actions taken by any other person or entity using your Access Information.

5. License to Use the Expentory Platform 

Subject to all terms and conditions in the Agreement and any restrictions contained in the Content, we hereby grant to you a personal, non-exclusive, revocable, non-transferable license to access the Expentory Platform solely for the purposes of accessing or using the Services and Content available to you.

6. Your Data

By visiting or using Expentory’s Platform or Services, you understand that your data may be collected for various purposes and you understand that any information you share with Expentory will be processed in accordance with Expentory’s Privacy Policy.

Expentory reserves the right at all times to disclose any Personal Information as it deems necessary to satisfy any Applicable Law, legal process or requirements of a Governmental or Regulatory Authority.

When you share information with Expentory.

• Your information may be collected by Expentory in various ways depending upon how you use Expentory’s Platform and Services.
• Any time Expentory requests to collect, use, disclose, store or destroy your Personal Information, Expentory will provide an explanation of why we need that information from you, and collect consent prior to collecting your Personal Information. The purposes for which your Personal Information will be collected are covered in this Agreement and in Expentory’s Privacy Policy.
• When Expentory collects information about you from a third party, Expentory relies upon the third party to provide you with clear notice of how your data will be used by Expentory, and collect all relevant consent and permission prior to collecting your information and sharing it with Expentory .
• Terms for specific cases
  • If you are a visitor to Expentory’s Platform; with your consent, Expentory may request to collect cookies and metadata for the purpose of analytics, third party tracking and account management.
  • If you are a Marketing Partner or a member of a Pharmacy or Expentory Partner using the Expentory Platform and/or Services to manage Pharmacies and Pharmacy Applications; with your consent, Expentory may request additional Personal Information for the purpose of research analytics, and account management.

Keeping data complete and accurate.

• When using the Expentory Platform and/or Services as a Pharmacy, Marketing Partner, member of a Pharmacy, Expentory Partner or other user, you may be asked to provide relevant Personal Information necessary for you to use the Expentory Platform and the Services offered.
• You covenant, represent and warrant that Personal Information and other data submitted by you to the Expentory Platform or otherwise provided to Expentory is true, accurate, current and complete at the time it is provided/submitted.
• By using Expentory’s Platform and/or Services, you understand that you must provide and maintain up-to-date, true, complete, and accurate information, including but not limited to the information necessary for Expentory to:
  • Process a Pharmacy Application to an Expentory Partner or a Pharmacy,
  • Support the management of Pharmacies as a Marketing Partner, or
  • To manage Pharmacy Applications as a member of an Expentory Partner or a Pharmacy.
• Some areas of the Expentory Platform and Services request payment where necessary. When payment is required, you must provide up-to-date, complete, and accurate payment information as required by either Expentory or Expentory’s payment processor.

Owning your data.

• Any information about you that is collected by Expentory is still owned by you. You may request Expentory to update, provide access to, or delete your data as required. Please refer to Expentory’s Privacy Policy for additional information and instructions on how to do so.
• By visiting or using the Expentory Platform or Services, you understand that your information may be reviewed and shared with Expentory staff, Expentory Partners or other third parties.

Storing your data.

• By visiting or using the Expentory Platform and Services, you understand that any information collected about you may be hosted on servers residing in jurisdictions other than Canada. Therefore, during your use of Expentory’s Platform and Services, any information stored on such servers may be subject to Applicable Laws of the jurisdiction in which such servers reside or to the terms and conditions over the hosting of data using third party cloud service providers.

7. De-Identified Data

Expentory may also use itself or provide to third parties, your data, and any data regarding your use of the Expentory Platform, in aggregated form, in a manner that does not identify you (“De-Identified Data”), subject to Expentory’s Privacy Policy, for Expentory’s business uses, including for the purposes of enhancing and fixing the Expentory Platform, performing analytics, and marketing the Expentory Platform to third parties. Expentory will own any and all intellectual property rights in the output of Expentory’s use of any such De-identified Data.

8. Your Representations and Warranties

You covenant, represent and warrant that:

• you will not permit anyone other than yourself or your authorized designate to obtain access to the Expentory Platform through your Expentory account or otherwise using your Access Information;
• you will only use the Expentory Platform in accordance with this Agreement and all Applicable Laws;
• you will comply with all applicable intellectual property laws in your use of the Expentory Platform and not infringe, violate or misappropriate the intellectual property rights of any third party;
• your data is true, accurate, current and complete, and if it becomes inaccurate, that you will promptly notify us or update your data on the Expentory Platform;
• you will be solely responsible for all activities with respect to the Expentory Platform undertaken by you or your designates;
• you will not use the Expentory Platform to provide commercial services to, or for the benefit of, any third party;
• you have the right and the authority to enter into this Agreement, to grant the rights and licenses referred to in this Agreement, to use the Expentory Platform, and to post or upload any Content to the Expentory Platform or otherwise provide such Content and your data to us;
• you have all legal rights necessary to use the Expentory Platform, including, but not limited to, the right to access the Content and provide your data;
• you are not listed on any Governmental or Regulatory Authority lists of prohibited or restricted parties;
• you agree to obtain all authorizations necessary from all third parties for your use of any third-party data in conjunction with the Expentory Platform;
• you will ensure that your use of the Expentory Platform does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including Expentory and other users of the Expentory Platform (including by ensuring that you do not upload any viruses or other harmful code in using the Expentory Platform or by placing an undue burden upon the CPUs, servers or other resources used to provide the Expentory Platform);
• you will not in any way use the Expentory Platform to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights;
• you will not interfere with or in any manner compromise any of our security measures;
• you will not alter, modify, delete, or otherwise interfere with or in any manner compromise any Content or features accessible through the Expentory Platform, including, the forms, Content delivery and display functionality of the Expentory Website;
• you will cooperate with us and provide information requested by us to assist us and any Governmental or Regulatory Authorities in investigating or determining whether there has been a breach of this Agreement or Applicable Law; and
• you will comply with the terms and conditions of any agreements entered into between you and any third party (including the Expentory Partners, the service providers for any Internet services you use in conjunction with the Expentory Platform, and the hardware providers for any mobile device or other computing equipment through which you use the Expentory Platform), and to the extent that such agreements impose additional restrictions respecting your use of the Expentory Platform (whether by reason of usage limitations or otherwise), you will use the Expentory Platform in compliance with such restrictions.

9. Restrictions and Limitations on Your Use of the Expentory Platform

Usage Policies

• The Expentory Platform will be subject to the usage policies as provided to you by us from time to time, including in electronic form by posting on the Expentory Platform. Such policies may include limitations on data storage space, and equipment and/or software requirements. You are solely responsible for compliance with such policies.

Equipment

• You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used in conjunction with using the Expentory Platform (except for our computer systems and networks), including your choice and use of your Internet Service Provider.

Data Integrity and Back-up

• You acknowledge and agree that we cannot guarantee data integrity, and that it is solely your responsibility to back-up any of your data that you use in conjunction with the Expentory Platform.

Not for Time Sensitive Applications

• The Expentory Platform is not developed or licensed for use in any inherently dangerous, time-sensitive, or mission critical manner.

Restrictions on Your use of the Expentory Platform

• You will not, and will not authorize, permit or otherwise acquiesce anyone else to:
  • copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Expentory Platform, or any part thereof;
  • distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Expentory Platform, in whole or in part, to any third party on a temporary or permanent basis;
  • remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Content (including without limitation any copyright notice);
  • disable, overly burden, impair, or otherwise interfere with our servers or networks;
  • attempt to gain unauthorized access to any component of the Expentory Platform;
  • share, transfer or otherwise provide access to your Access Information to another person (other than, in the case where you are an organization, personnel using your Access Information on your behalf);
  • use the Expentory Platform in connection with building a similar or competitive product or service;
  • use the Expentory Platform in any way inconsistent with the use parameters for the Expentory Platform;
  • “frame”, “mirror” or otherwise incorporate any part of the Expentory Platform or the Content;
  • attempt to hack the Expentory Platform or any communication initiated by or made through the Expentory Platform or to defeat or overcome any encryption or other technical protection methods implemented with respect to the Expentory Platform, data or Content or programming transmitted, processed or stored by Expentory or other users of the Expentory Platform;
  • collect any information or communication about the users of the Expentory Platform, by monitoring, interdicting or intercepting any process of or communication initiated by the Expentory Platform or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;
  • upload or otherwise communicate on the Expentory Platform any data, information, Content or other materials that: (a) contain any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (b) you do not have the lawful right to upload, transfer or otherwise communicate; (c) is false, intentionally misleading, or impersonates any other person; (d) is bullying, harassing, abusive, or otherwise offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (e) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party; or (f) encourages any conduct that may violate any Applicable Laws or would give rise to civil or criminal liability.
  • use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the Expentory Platform or any computer system or that are designed to monitor, distort, delete, damage or disassemble the Expentory Platform or its ability to communicate and perform the Services;
  • take any action that may impose, in our discretion, an unreasonable or disproportionately large load on the Expentory Platform (including the CPUs, servers and other resources used to provide the Expentory Platform);
  • use any data mining, robots or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Expentory Platform or any part thereof, or otherwise attempt to discover any source code;
  • deep-link to any portion of the Expentory Platform for any purpose;
  • remove, deface, cover or otherwise obscure any watermarks, labels or other legal or proprietary notices included in the Expentory Platform or the Content;
  • attempt to modify, alter, delete or in any manner compromise any Content or features accessible through the Expentory Platform, including, the forms, Content delivery and display functionality of the Expentory Platform;
  • create derivative works based on the Expentory Platform or the Content, in whole or in part;
  • use the Expentory Platform to commit or attempt to commit a crime or facilitate the commission of any crime (including money laundering) or other illegal or tortious acts, or any fraudulent activities or deceptive impersonation, or in a manner that violates the rights (including intellectual property rights) of any third party;
  • upload to or transmit through the Expentory Platform any Content or submission that is offensive, hateful, obscene, defamatory or violates any applicable laws, in each case as determined by us in our sole discretion; or
  • attempt to interfere with, circumvent, disable, defeat or in any manner compromise any of our security features or components, including those that protect the Expentory Platform, the Content, the programming or the communications transmitted, processed or stored by us or other users of the Expentory Platform.

10. Right to Edit and Remove Your Data; Suspension or Termination; Investigations

Right to Edit and Remove Your Data

• Notwithstanding anything to the contrary herein, we reserve the right to review your data stored in files or programs on our servers to verify your compliance with this Agreement. We have the right to edit or remove any of your data that, in our sole discretion, we believe may be unlawful, obscene, abusive, or otherwise objectionable.

Suspension or Termination

• We may impose limits on the Expentory Platform or terminate or restrict your access to parts or all of the Expentory Platform without liability. Where feasible, we will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that we will have no liability whatsoever for its failure to provide such notice to you.
• We reserve the right to revoke your access to the Expentory Platform for any abusive conduct or fraudulent use of the Expentory Platform and to cease the Expentory Platform temporarily or permanently, if your use of the Expentory Platform constitutes, in our sole discretion, a threat to us or any third party’s computer systems, networks, files, materials or other data, or a breach of this Agreement.
• Without limiting other remedies, we may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Expentory Platform to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide; or (c) we believe that your actions may cause financial loss or legal liability for you, other users or us. The above-described actions are not our exclusive remedies and we may take any other legal, equitable or technical action it deems appropriate in the circumstances. We will not have any liability to you or any third party in relation to the termination of this Agreement for any reason whatsoever.

Investigations

• We reserve the right to investigate suspected violations of this Agreement or review Your Data in order to verify your compliance with this Agreement.
• You agree to cooperate with us and provide information that we request in order to assist us and/or any Governmental or Regulatory Authority in any investigation or determination of whether there has been a breach of this Agreement or Applicable Law.
• You will cooperate with: (A) any Governmental or Regulatory Authorities in the investigation of suspected criminal violations; (B) as a Pharmacy user, Expentory Partners investigating academic fraud or other misdemeanours, relating to your Application or otherwise; and (C) system administrators at Internet service providers, networks or computing facilities, and other content providers, in order to enable us to enforce these Terms and Conditions.

11. Your Responsibilities

When using the Expentory Platform, you agree that you will: (i) promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your account; (ii) use reasonable efforts to prevent unauthorized access to or use of the Expentory Platform; and (iii) comply with all Applicable Laws and regulations, including all intellectual property, data, privacy and export control laws; and (iv) promptly notify us of any security breaches/incidents in institutional systems related directly or indirectly to the Expentory Platform.

In addition, you agree to provide us with feedback related to your use of the Expentory Platform, including promptly and accurately reporting to us any actual or suspected errors, problems, bugs or difficulties with the Expentory Platform, along with any other information reasonably requested by us to aid in resolving such errors, problems, bugs or difficulties with the Expentory Platform (such information, “Feedback”). You agree that we may use such Feedback, at our discretion, for purposes related to improving the Expentory Platform or our other products and Services.

12. Submissions regarding the Functionality of the Expentory Platform

Any suggestions, bug reports or other communications respecting the functionality of the Expentory Platform that you transmit to us by any means (each, a “Submission”), are considered non-confidential and may be disseminated or used by us or any third party without compensation or liability to you for any purpose whatsoever, whether for inclusion as part of the Expentory Platform or otherwise.

You hereby grant us, our affiliates and successors a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, transmit, modify, develop, prepare derivative works of any Submission on, through or in connection with the Service, including for promoting, improving and developing the Expentory Platform. This provision does not apply to Personal Information that is subject to our Privacy Policy.

13. Confidential Information

• You must keep all Content and other information provided by us, by way of the Expentory Platform or otherwise, confidential, except to the extent required by law.
• You acknowledge that, during the course of the term of this Agreement, you may be exposed to Confidential Information.
• At all times during the Term and at all times following termination of this Agreement, whether voluntary or involuntary:
  • you will maintain all Confidential Information in strict confidence, will take all necessary precautions against unauthorized disclosure of the Confidential Information, and will not directly or indirectly, disclose, allow access to, transmit or transfer any Confidential Information to a third party without our knowledge and prior express written consent;
  • you will not use, disclose or reproduce the Confidential Information except as reasonably required in the receipt of the Services and with our knowledge and prior express written consent; and
  • you will advise us immediately in writing of any misappropriation, disclosure, conversion or misuse by any person of any Confidential Information of which you may become aware.
• Subject to our ability to disclose your data as permitted under this Agreement, we will use reasonable commercial endeavours to safeguard your data and keep it confidential, while your data is in our control, including implementing organizational and technical measures to protect your Personal Information. We may also retain and disclose your data to: (i) Governmental or Regulatory Authorities to the extent required by Applicable Law: (ii) its professional advisors to the extent required to: (A) enable us to fulfill its obligations pursuant to Applicable Law; or (B) defend or bring a claim relating to a breach of this Agreement.
• The non­disclosure obligations under this Agreement will not apply to information which a Party can establish:
  • is, or becomes, readily available to the public other than through a breach of this Agreement;
  • was disclosed, lawfully and without breach of any contractual or other legal obligation, to a Party by a third party without any confidentiality obligation attached to such information;
  • was lawfully known to a Party without any confidentiality obligation prior to receipt of the information; or
  • was independently developed or discovered by a Party outside of the course of such Party’s performance of their obligations under this Agreement, without any reference to any Confidential Information obtained directly or indirectly from the disclosing Party.
• You will immediately return to us all Confidential Information which is in your possession or control upon the earlier of a request by us or the termination of this Agreement (whether voluntary or involuntary).
• Damages may not be an adequate remedy to compensate Expentory for any breach of your obligations contained herein, and accordingly you agree that in addition to any and all other remedies available, we will be entitled to obtain relief by way of a temporary or permanent injunction to enforce your obligations.

14. Intellectual Property

This is an agreement for access to and use of the Expentory Platform, and you are not granted a license to any software by this Agreement. The Expentory Platform and the Content is owned by us or our third-party licensors, who retain all right, title and interest therein. The Expentory Platform and the Content are protected by Canadian, U.S. and international copyright and trade-mark laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Expentory Platform. You do not acquire any intellectual property or other proprietary rights under this Agreement, including any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Expentory Platform, or any part thereof. Any rights not expressly granted under this Agreement are reserved to us or our third-party licensors.

We expressly reserve all rights in the Expentory Platform, including, without limitation, the Content, that are not specifically granted to you. You acknowledge that all right, title and interest in the Expentory Platform, including, without limitation, the Content, all other derivative work thereof, and all intellectual property rights therein will remain with us (or our third-party suppliers, if applicable).

You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Expentory Platform or the Services in whole or in part, by any means, except as expressly authorized in writing by us.

You may make Submissions regarding the functionality of the Expentory Platform or the Services pursuant to Section 12 – Submissions. You agree that all such Submissions, comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Expentory Platform or the Services without payment or attribution to you.

15. Term and Termination

The term of these Terms and Conditions will commence on the earlier of the date you: (1) accepted these Terms and Conditions; or (2) the date you first access or use the Expentory Platform and will continue until terminated by either Party in accordance with these Terms and Conditions.  We may terminate these Terms and Conditions for convenience, at any time, by providing written notice to you.

16. Effect of Termination or Expiry

Upon any termination or expiry of this Agreement for any reason (whether by you or by us), you must cease all use of the Expentory Platform. Termination or expiry of this Agreement, for any reason, will not affect your payment obligation for any fees accrued hereunder or payments owing prior to the effective date of termination or expiry. The termination of this Agreement by either Party does not affect any accrued rights or remedies of either Party. Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, including this Section 16, will do so.

17. Disclaimers

DISCLAIMER OF IMPLIED WARRANTIES

• THE EXPENTORY PLATFORM IS MADE AVAILABLE ON AN “AS IS”, “WHERE IS”, AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. WE DISCLAIM ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE.  WE DO NOT WARRANT THAT THE OFFERING WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.  WE DO NOT REPRESENT ANY LIKELIHOOD OF SUCCESS OF ANY APPLICATION AND/OR OUTCOME AS A RESULT OF USE OF THE EXPENTORY PLATFORM.

YOUR RELIANCE ON CONTENT

• WE HAVE NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU, AND YOU ACKNOWLEDGE THAT WE HAVE NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING ANY ACTS OR OMISSIONS TAKEN BY YOU OR ANY OTHER USER OF THE EXPENTORY PLATFORM, INCLUDING HOW YOU OR ANY OTHER USER MAY INTERPRET OR USE CONTENT ACCESSED OR DEVELOPED THROUGH THE EXPENTORY PLATFORM, OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO CONTENT OBTAINED THROUGH THE EXPENTORY PLATFORM.
• YOU ALSO ACKNOWLEDGE AND AGREE THAT THE EXPENTORY PLATFORM CONTAINS INFORMATION, DATA, DOCUMENTS, PAGES, IMAGES, LINKS, CONTENT AND OTHER MATERIALS MADE AVAILABLE BY THIRD PARTIES (SUCH CONTENT, “THIRD PARTY CONTENT”).  WE ARE NOT RESPONSIBLE FOR SUCH THIRD PARTY CONTENT. YOU AGREE THAT YOU ARE RESPONSIBLE FOR EXERCISING CARE AND DILIGENCE IN REVIEWING AND RELYING ON SUCH THIRD PARTY CONTENT.
• THE EXPENTORY PLATFORM MAY PROVIDE LINKS TO THIRD PARTY WEBSITES, INCLUDING, WITHOUT LIMITATION, THOSE OF HEALTH INSTITUTIONS OR MARKETING PARTNERS. THESE LINKS ARE PROVIDED SOLELY FOR YOUR CONVENIENCE AND FOR THE CONVENIENCE OF OTHER USERS OF THE EXPENTORY PLATFORM. WE DO NOT ENDORSE THE INFORMATION, PRODUCTS OR SERVICES DESCRIBED ON THOSE WEBSITES OR GUARANTEE THEIR QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, TIMELINESS, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE. THE CONTENT IN ANY LINKED WEBSITE IS NOT UNDER OUR CONTROL AND DOES NOT FORM PART OF THE EXPENTORY PLATFORM, AND IF YOU CHOOSE TO ACCESS ANY SUCH WEBSITE, YOU DO SO ENTIRELY AT YOUR OWN RISK.
• WE ASSUME NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS, INACCURACIES, EFFECTIVENESS, STANDARDS COMPLIANCE, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY, OR ANY OTHER ASPECT OF THE CONTENT PROVIDED THROUGH THE EXPENTORY PLATFORM.
• UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT OBTAINED THROUGH USE OF THE EXPENTORY PLATFORM, INCLUDING ANY THIRD PARTY LINKED SITE (INCLUDING ANY OPINIONS, SUGGESTIONS, STATEMENTS OR ADVICE).
• IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY CONTENT PROVIDED, AND USE OF THE EXPENTORY PLATFORM IS SOLELY AT YOUR OWN RISK.
• WE WILL HAVE NO LIABILITY WHATSOEVER RESPECTING ANY CLAIM BY YOU OR ANY THIRD PARTY WHOSE CONTENT IS COLLECTED IN YOUR USE OF THE EXPENTORY PLATFORM, WHETHER RELATED TO PRIVACY OR OTHERWISE, IN RELATION TO OUR USE OF YOUR DATA TO PROVIDE THE EXPENTORY PLATFORM.

Service Providers

• Although we have made reasonable efforts to verify that its agreements with its service providers are reasonably protective of your data, you acknowledge that we have no liability for any acts or omissions of third parties in relation to such servers and the data stored on them. You therefore hereby release us from all liability for any governmental or third party action taken in such jurisdictions with respect to such information and data or the servers on which Your Data resides, and you acknowledge that you retain sole responsibility to back up and retain copies of such information and data.

Unauthorized use of Access Information

• We are  not responsible or liable in any way for any use of the Expentory Platform (authorized or unauthorized) by any third party accessing the Expentory Platform using your Access Information, and you accept all responsibility for such use of the Expentory Platform and any consequences resulting from such use of the Expentory Platform.

Use for Time Sensitive Matters

• You agree that we will not be liable for any claims or damages arising from such use if you use the Expentory Platform for a time sensitive matter .

Availability of the Expentory Platform

• WE WILL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE TIMELINESS OR CONTINUED AVAILABILITY OF THE EXPENTORY PLATFORM.

Applicable Law

• Some jurisdictions do not allow the exclusion of certain warranties or liability, so any limitations or exclusions provided in the Agreement may not apply to you.

Viruses

• The downloading and viewing of Content is done at your own risk. We cannot and do not guarantee or warrant that the Expentory Platform or the Content are compatible with your computer system or that the Expentory Platform, or any links from the Expentory Platform or the Content, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Expentory Platform.

Communications Not Confidential or Secure

• We do not guarantee the confidentiality of any communications made by you through the Expentory Platform, over the internet or over the telephone. Although we generally adhere to the accepted industry practices in securing the transmission of data to, from and through the Expentory Platform, you understand, agree and acknowledge that we cannot and do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Expentory Platform.

18. Your Indemnities

You agree to defend and indemnify us, our affiliates, successors, assignees and their respective directors, officers, shareholders, employees and agents (the “Expentory Parties”) from and against all losses, costs, damages, expenses, fines, fees, penalties, interest and liabilities (including reasonable legal fees and court costs) (“Claims”), which may be suffered or incurred by the Expentory Parties from or relating to: (i) your use of the Expentory Platform contrary to these Terms and Conditions or any other related documentation or guidelines made available by us; (ii) any reliance on any Content obtained by you through the Expentory Platform; (iii) your breach of these Terms and Conditions; (iv) the infringement, violation or misappropriation by you, or any third-party obtaining access to the Expentory Platform through your Access Information, of any intellectual property or other right of any third person or entity; and (v) any data, information, documents or other material that you make available to us, including as a result of your failure to obtain all necessary consents or permissions (including in respect of Personal Information) necessary for us to make the Expentory Platform available to you.

In the event of any Claims, we will use good faith efforts to promptly notify you of such Claims and provide you with reasonable assistance. We will have the right to participate in the defense of any Claim with legal counsel of our own choosing.  In addition, you will not enter into any settlement of any such Claim without our prior written consent, including if our rights would be impaired.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE EXPENTORY PLATFORM  OR THESE TERMS OF AND CONDITIONS.  TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS AND CONDITIONS, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE EXPENTORY PLATFORM, EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS AND CONDITIONS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

Nothing in this Agreement limits our liability for fraud, personal injury or death to the extent found to be caused by our gross negligence or wilful misconduct. The limitations in this Section reflect the allocation of risk between the Parties. The limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

20. General

Construction and Interpretation

• Except as otherwise provided herein, the Parties’ rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. Any rule of construction to the effect that any ambiguity in this Agreement will be resolved against the drafting party will not be applied to the interpretation of this Agreement.

Independent Service Provider

• Our relationship with each other is that of independent service providers. Nothing contained herein will be construed to create or imply a joint venture, partnership, principal-agent or employment relationship between you and us. Except as expressly authorized by Expentory in writing, you will neither act nor purport to be acting as the legal agent of Expentory, nor enter into any agreement on behalf of Expentory or otherwise bind or purport to bind Expentory in any manner whatsoever.

Force Majeure

• Neither Party will be liable for delays caused by any event beyond its reasonable control, including acts of God, pandemic-related delays and/or outcomes, except non-payment of amounts due under this Agreement will not be excused by this provision.

Survival

• Rights and obligations which have accrued or arisen under these Terms and Conditions will survive the expiration or termination of these Terms and Conditions without prejudice. All provisions of these Terms and Conditions which by their nature should survive in order to give effect to the Terms and Conditions, shall survive termination or expiration, including ownership, confidentiality covenants, warranties, indemnities and limitations of liability.

Assignment

• You may not assign these Terms and Conditions to any third party without our prior written consent. We may assign these Terms and Conditions or any rights under these Terms and Conditions to any third party without your consent. Any assignment in violation of this Section will be void. These Terms and Conditions will be binding upon permitted assignees. These Terms and Conditions will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

Notices

• Any notices, reports or other communications required or permitted to be given under this Agreement will be in writing, including email, and will be sufficient if delivered by hand or sent by registered mail, courier or facsimile addressed to you or Expentory at the respective addresses as advised in writing. Any such notices, reports, or other communications will be deemed to have been received by the Party to whom they were addressed: (i) upon delivery by hand, (ii) five business days after being sent by registered mail, (iii) upon delivery by courier, as evidenced by the courier receipt, (iv) upon successful receipt confirmation report after being sent by facsimile; or (v) if sent by email, upon receipt by the sender of a delivery receipt confirmation.

Non-Waiver

• No waiver by either Party of any default, breach, omission or non-compliance of the other Party under these Terms and Conditions will be effective unless in writing and signed by the waiving Party. Our non-enforcement of any of these Terms and Conditions or under any Applicable Law shall not constitute a waiver of any enforcement rights of the same or different nature at any time in the future.

Severability

• If any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision will be severable from this Agreement, in which event this Agreement will be construed as if such provision had never been contained herein.

Governing Law

• These Terms and Conditions will be governed by the laws of Ontario and the applicable federal laws of Canada, without giving effect to any choice-of-law rules that may require the application of the laws of another jurisdiction. All disputes arising out of or in connection with these Terms and Conditions shall be resolved exclusively in the jurisdiction and venue of the courts in Toronto, Ontario.

Entire Agreement/Modification

• This Agreement constitutes the entire agreement between the Parties and, subject to the precedence language on the first page of these Terms and Conditions or as otherwise set out in another agreement with us, supersedes all previous agreements and understandings relating to the subject matter hereof.

Electronic Agreement

• You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by us to show your acceptance of this Agreement and/or your agreement to use the Expentory Platform), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Expentory Platform. Furthermore, you hereby waive any rights or requirements under any Applicable Laws in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under Applicable Law. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

English language

• It is the express will of the Parties that this Agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

21. Specific Provisions for Pharmacy Users

The provisions in this Section apply to you only if you are a Pharmacy user of the Expentory Platform.

Representations and Warranties for Pharmacy Users:

• You covenant, represent and warrant that:
  • you will comply with any Expentory Partner policies and procedures applicable to your Application;
  • your data is true, accurate, current and complete, and if it becomes inaccurate, that you will promptly notify us or update your data on the Expentory Platform;
  • you have all legal rights necessary to use the Expentory Platform, both in the jurisdiction in which you are located and in the jurisdiction where the Expentory Partner you are submitting an Application to is located, including the right to access the Content, and the right to make the Application and provide Your Data; and

Restrictions and Limitations on your use of the Expentory Platform – Access to Expentory Partner Programs

• You acknowledge that only certain Expentory Partners have agreements with us to enable you to make an Application to such Expentory Partners through the Expentory Platform.
• You acknowledge that when using the Expentory Platform, analysis may be performed on the data you have provided, your inputs and/or interactions with the Expentory Platform (including but not limited to website and/or applications) and other supporting information, including but not limited to anonymized historical data, to tailor the service, application, and/or recommendations offered for the purpose of maximizing success for pharmacies and other third party partners.

Disclaimers

• Control of Third Parties
  • We have no control over Expentory Partners. you acknowledge that the success of your Application(s) is solely within the control of such third parties, not us, and therefore release us from all liability in relation to your Application(s).  Expentory expressly disclaims any representations regarding the likelihood of success and/or chance of being accepted to any third party and/or Expentory Partner.
• Rejection of Applications
  • We are not responsible in any way for your Application(s), mistakes in your data.
• Inability to Access Province
  • You are solely responsible for fulfilling any requirements necessary to connect to platform in compliance with Applicable Law and any requirements of Governmental or Regulatory Authorities.

Fees, Payment and Taxes

• Fees
  • You will pay all applicable fees in connection with the Expentory Platform, as set forth in our standard price list, as set forth on the Expentory Platform in the standard price list or as otherwise provided to you.
  • Certain fees charged by us under this Agreement are set by Expentory Partners or other third parties, and we have no control over the fee amount, but simply remits such fee directly to the applicable Expentory Partner or third party, and that payment obligations are therefore non-cancellable and fees paid are non-refundable.
  • We reserve the right to modify such fees, upon reasonable notice, which may be performed by updating our standard price list, as set forth on the Expentory Platform.
  • Your use of the Expentory Platform following such changes constitutes your acceptance of any new or increased charges.
• Fee Payment
  • Where you pay fees by means of a credit card, you authorize us or our third-party payment processors to automatically charge you for any and all fees incurred by you through the Expentory Platform. If your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection.
  • The foregoing will not limit our ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and you will also be responsible for paying for all reasonable fees and costs incurred by us, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement.
  • Without limiting the foregoing, we reserve the right not to process any Application or portion thereof prior to obtaining full payment of fees from you.
• Interest on Late Payments
  • In addition to any other rights and remedies available to us, we will be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law, such interest commencing as of the due date for such payment.
• Taxes
  • You are responsible for, and will pay all taxes relating to this Agreement, excluding any taxes based on our net income. Unless otherwise indicated, all amounts payable by you under this Agreement are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Expentory Platform, the execution of this Agreement or otherwise.
  • If you are required to withhold any taxes from payments owed under this Agreement, the amount of payment due will automatically be increased to offset such tax, so that the amount actually remitted to us will equal the amount due.
  • You will promptly furnish us with copies of all official receipts evidencing payment of taxes due under or in relation to this Agreement to the appropriate taxing authority.

Direct-Pharmacy Referral Information

• When providing information requested in the ‘Direct-Pharmacy Referral’ form in connection with your referral to use the Expentory Platform by an Expentory employee, you represent and warrant that all information you provide to us is true, accurate, current and complete.

22. Specific Provisions for Users

This Section 22 shall be applicable only to those users.

As a user, you agree to be bound by, and comply with, all other terms and conditions applicable to you, whether by formal agreement or use of the Expentory Platform, including, but not limited to your Agreement (found on the Expentory Platform);

You acknowledge that when using the Expentory Platform, analysis may be performed on the data you have provided, your inputs and/or interactions with the Expentory Platform (including but not limited to website and/or applications) and other supporting information, including but not limited to anonymized historical data, to tailor the service, application, and/or recommendations offered for the purpose of maximizing success for pharmacies and other third party partners.

23. Specific Provisions for Expentory Partner Users

This Section 23 shall be applicable only to those users who are Expentory Partners.

As an Expentory Partner user, you agree to be bound by, and comply with, all other terms and conditions applicable to you, whether by formal agreement or use of the Expentory Platform, including, but not limited to:

• Your Expentory Partner Agreement;
• Where you subscribe to AB Solutions, your AB Solutions Terms of Service.

24. Contact

Any questions regarding this Agreement, or any questions, complaints, claims or other legal concerns relating to Expentory or its business, should be directed to us at:

info@Expentory.com

Or

Expentory Technologies Inc.
800-136 MARKET STREET

WINNIPEG, MB

CANADA, R3B 0P3