1. Introduction

For your convenience, InstaPharm offers this summary of our Terms of Use in a non-binding summary format as well as the full legally-binding Terms of Use immediately following this Terms of Use Summary. Please understand that this is not a complete outline of the InstaPharm Terms of Use; it is a preview of significant user rights and responsibilities. Please read the entire Terms of Use document carefully. In addition, please note that by accessing or using any part of this InstaPharm Website, you agree to become bound by our complete Terms of Use set out immediately after the Terms of Use summary. If you do not agree to all the terms and conditions of our complete Terms of Use, then you may not access the InstaPharm Website or use any of our services.

2. About InstaPharm

InstaPharm provides a Platform for collaboration and communication between Pharmacy Professionals and Service Users seeking Pharmacy Services. InstaPharm is not a licensed pharmacy. Please use InstaPharm responsibly, and please read more about our Service in Section 2 below.

3. User Responsibilities

You are responsible for the security of your account, and for all activities that take place under your account. Please read more about user responsibilities in Section 3 below.

4. Restrictions of Use

Certain conduct, such as use of the Service for illegal activity, is not permitted on InstaPharm. Please read more about user conduct in Section 4 below.

5. User-generated Content

Certain content, such as threatening posts or content that violates another party’s intellectual property rights, is not permitted on InstaPharm. InstaPharm has the right to remove User-Generated Content that violates our policies. Please read more about User-Generated Content in Section 5 below.

6. Consultant Users

Consultant Users are independent pharmacy professionals. Consultant Users must complete a Relief or Clinical Position if applied for and chosen for the selected Position. Penalties will be issued for incomplete Positions. There are restrictions with regards to canceling a position. Please read more about Consultant Users in Section 6 below.

7. Service Users

Service Users are licensed pharmacies or any other facility that employs Pharmacy Professionals. Service Users are solely responsible for ensuring that any information, solicitations, or advertisements they post on the InstaPharm Website comply with all applicable laws and rules of professional conduct. While InstaPharm takes reasonable measures to ensure the ability, competence, and quality of the Consultant Users listed on our Website, we do not make any guarantee of this and Service Users must take precautions. There will be no cancellation of Relief or Clinical Positions for Services Users once posted and applicants have applied. A cancellation fee will be issued for these positions containing valid applicants. The posting of Career Positions by a Service User is required if he/she has the intention to establish an employer and employee relationship with a Pharmacy Professional using the Site. Please read more about cancellations and career positions in Section 7 below.

8. Public Users

InstaPharm provides a search engine to Public Users to access information regarding Premium Service Users and the services they provide. InstaPharm services are offered free of charge to Public Users. Please read more about this service in Section 8 below.

9. Relationship between Consultant Users and Service Users

Certain special terms govern InstaPharm`s Consultant Users and Service Users. For instance:

• Service Users and Consultant Users are not the employees or agents of InstaPharm.
• No Professional Relationship is formed with InstaPharm through the use of the InstaPharm Website, including posting of Positions.
• A Professional Relationship may be formed through the use of the Platform between Service Users and Consultant Users.
• Service Users shall not maintain Professional Relationships with any Consultant User outside of the InstaPharm Platform. The initial Position posted on the InstaPharm platform initiates a Professional Relationship. All subsequent Relief or Clinical Positions must be posted on InstaPharm to form and/or maintain a Professional Relationship with InstaPharm Consultant Users.
• Consultant Users shall not maintain Professional Relationships with any Service User outside of the InstaPharm Platform. The initial Position posted on the InstaPharm platform initiates a Professional Relationship. All subsequent relief opportunities must be obtained using the InstaPharm Platform.
• All Relief and Clinical Positions posted on InstaPharm by Service Users must be filled by InstaPharm Pharmacists. Penalties will be issued for Incomplete Positions.

10. Third Party Content

There may be content from third parties on InstaPharm’s Website, such as blog posts written by other users or links to other Websites. Because we cannot control that content, we are not responsible for that content or for the Websites that content may link to. Please read more about Third Party Content in Section 10 below.

11. Copyright Infringement

InstaPharm complies with the Copyright Act of Canada. If you believe that materials located on or linked to by InstaPharm violate your copyright, you are encouraged to notify InstaPharm in accordance with InstaPharm’s Copyright Act Policy. Please read more about InstaPharm’s Copyright Act Policy in Section 11 below.

12. Intellectual Property

The copyright and other intellectual property rights in this Website and its contents are owned by InstaPharm Inc. and its licensors. These rights are protected by the Canadian Copyright Act and other national and international laws and agreements. InstaPharm retains all ownership of our intellectual property, including our copyrights, patents, and trademarks. You may use, download, or print materials from the Website for non-commercial, personal use or private research and study only, provided you do not modify them and appropriate credit is given to InstaPharm. You may not use any technologies that enable you to modify the Website or to post comments or data to be seen by other users, except within the Platform. You may not otherwise copy, modify, translate, post on a Website, store electronically, republish, or redistribute any material from the Website in any form or by any means without the prior written permission of InstaPharm. To request permission, email info@instapharm.ca. Please read more about our Intellectual Property Policy in Section 12 below.

13. Communication (Email, Phone, Mail, etc…)

InstaPharm may send you emails as part of its Service. You may opt out of email communications. Please read more about email communications in Section 13 below.

14. Payments and Transactions

At this time, all users are able to sign up and utilize InstaPharm Services free-of-charge. Fees such as a “no-show fee” or a “cancellation fee” may be assessed to Users as described in this document under various sections, and in Section 14 below.

15. Payment Guarantee

InstaPharm guarantees the payment of each Consultant User’s Invoice for the completion of Positions, subject to certain conditions.

16. Dispute Resolution Procedure

InstaPharm follows a set of rules to resolve disputes between Consultant Users and Service Users. Please read more about this in Section 16 below.

17. Disclaimer of Warranties

We provide our service as is, and we make no promises or guarantees about this service. Please read more about this in Section 17 below.

18. Limitation of Liabilities

We will not be liable for damages or losses arising from your use of the Service or arising under this Agreement. Please read this section carefully; it limits our obligations to you.

19. Release and Indemnification

You agree to indemnify and hold harmless InstaPharm from and against any and all claims and expenses, including fees, arising out of your use of the Website and the Service. This includes, but is not limited to, your violation of this Agreement.

20. Modification of Terms of Use

InstaPharm may modify these terms at any time. However, InstaPharm will notify you of material changes to the terms by posting a notice on its homepage and/or sending an email to the email address you provided to InstaPharm upon registration. Please read more about modification of these terms of use in Section 21 below.

21. Miscellaneous

You, and you alone, are responsible for any obligations you agree to under this Agreement.

• ★ Please see InstaPharm’s Privacy Policy for more information about user rights on InstaPharm.
• ★ Please see the full Terms for more information.

Thank you for choosing InstaPharm as the platform for your pharmacy needs. The following Terms of Use govern all use of the Service via the Website located at https://www.Instapharm.ca and all content, services, and products available at or through the Website.

Please read this agreement carefully before using the InstaPharm Website. It discusses the nature of InstaPharm’s Service; the rules InstaPharm expects users to follow on our Website and its Service; the relationship between InstaPharm, our Service Users, and our Consultant Users; and the legal details that control these rules and relationships. Please note, this Agreement has been made to be as clear and user-friendly as possible for everyone involved.

By accessing or using any part of the Website, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any of our services.

1. Introduction

A.

These terms of use explain how you may use this Website (the “Site”). References in these terms to the Website includes the following Website[s]: https://www.instapharm.ca and all associated web pages. Please read these terms and conditions carefully before using the Site. By electronically signing and clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement electronically. By accessing or using this Website, you agree to be bound by these terms and conditions and the documents referred to in them. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and any amendments. If you have any questions about this Website, please contact info@instapharm.ca.

B. Definitions

1. “InstaPharm,” “We,” and “Us” refer to InstaPharm, Inc., as well as our affiliates, directors, subsidiaries, officers, and employees. Consultant Users and Service Users are not part of InstaPharm.
2. “User,” “You,” and “Your” refer to a person, company, or organization that has visited or is using the Website and/or the Service. This user may be a Service User, a Consultant User, an Intern Pharmacist User, a Public User, or any combination of the aforementioned.
3. “Agreement” (which may also be referenced herein as these “Terms of Use”) refers, collectively, to all the terms, conditions, and notices contained or referenced in this document.
4. “Applicant” refers to a User that has applied for or accepted an invitation to apply for a Position (or a segment thereof).
5. “Candidate” refers to a Non-Applicant or an Applicant Pharmacy Professional being considered for a Position.
6. “Career Position” or “Career Posting” refers to a temporary or permanent full-time or part-time job opportunity offered by a Service User solely for the purposes of hiring an employee for his or her business.
7. “Clinical Position” or “Clinical Posting” refers to a selected time period posted by a Service User in which a Consultant User is paid on a fee-for-service model to provide Pharmacy Services.
8. “Confirmation” refers to the point in the selection process where a Service User or Consultant User has consented to finalize a Contracted Position. Consultant Users provide Confirmation by applying to a Contracted Position, and Service Users automatically provide Confirmation by being assigned one or more Candidates for a Contracted Position.
9. “Consultant Users” refer to pharmacists, courtesy pharmacists, and pharmacy technicians, licensed by their respective provincial regulatory authority, who may provide contracting or consulting work to Service Users through the InstaPharm Platform. Consultant Users are not the employees or agents of InstaPharm. Please see Section 6 of this Agreement for more information about Consultant Users.
10. “Contracted Position” or “Contracted Posting” refers to both a Relief Position and a Clinical Position.
11. “First Shift” refers to the first Position filled and completed by a Consultant User using the InstaPharm Platform.
12. “Final Confirmation” refers to the point in the selection process where both parties (Service User and Consultant User) have provided Confirmation.
13. “Incomplete Position” - refers to a Position confirmed by both parties, but not filled or fully completed by the Consultant User.
14. “Intern Pharmacist Users” refer to users that access InstaPharm’s intern platform in search of Intern Pharmacist practice opportunities for the completion of his or her internship as mandated by the respective college.
15. “Invoice” refers to invoice as generated by the Consultant User through the Platform.
16. “Non-Applicant” refers to a Consultant User that has not applied for or accepted an invitation to apply for a Position.
17. “Payment Method” refers to the way you agree to pay InstaPharm or other Users.
18. “Pharmacy Professionals” refer to any pharmacist, intern pharmacist, courtesy pharmacist, and pharmacy technician as regulated by their respective regional regulatory body.
19. “Pharmacy Services” refers to the art, practice, or profession of preparing, preserving, compounding, dispensing, administering, and consulting upon medicines, medical drugs, supplies, equipment or devices used in the treatment of medical disorders and maladies rendered by the insured in the capacity of a pharmacy or Pharmacy Professional.
20. “Platform” or “InstaPharm Platform” - refers to the online web-based technology that allows for Relief Positions and/or Career Positions to be posted and filled.
21. “Position” refers to a Career Position, Relief Position, Clinical Position, or any other position.
22. “Position Contract” is a contract formed through Final Confirmation between Service Users and Consultant Users that obligates the Consultant User to work for the Service User in a set period of time.
23. “Professional Relationship” refers to any type of association, joint venture, partnership, or relationship of principal between two or more people, whether short or long term, that is based on the provision of services.
24. “Proposal” refers to a Position and reimbursement for that Position as originally posted by a Service User.
25. “Public Users” refer to any individual, company, or organization that is utilizing InstaPharm’s search engine to look up services offered by Premium Service Users.
26. “Relief Position” or “Relief Posting” refers to a selected time period posted by a Service User in which a Consultant User is paid hourly to provide Pharmacy Services. A percentage of Pharmacy Services reimbursement may apply.
27. “Service” refers to the services provided by InstaPharm, including without limitation access to InstaPharm’s online community; communication tools; document management and storage solutions; and payment services. InstaPharm does not provide any pharmacy referral service. We provide a venue for our Users to meet and exchange information.
28. “Service Users” refer to licensed pharmacies, clinics, long-term care facilities, primary care networks or any other patient-care facilities that seek to obtain Consultant Users from InstaPharm for the delivery of services.
29. “Premium Service Users” refer to Service Users that pay for InstaPharm’s Premium Subscription to take advantage of additional services.
30. “Non-Premium Service Users” refer to Service Users that are utilizing the Platform to post Contracted Positions free of charge.
31. At this time, all users are able to utilize the service as Premium Service Users. In the future, services may be added which may carry a subscription fee.
32. “Subscription” refers to the legally binding commitment on behalf of the paying User (Consultant User or Premium Service User) to subscribe to our Service for a predetermined period of time.
33. “Website” refers to InstaPharm’s Website located at https://www.instapharm.ca, all subpages and subdomains, and all content, services, and products available at or through the Website.

C. Privacy Statement [and Additional Terms]

These terms include our Privacy Statement which shall be subject to these terms in the event of any conflict or inconsistency. These terms may also be supplemented or replaced by additional terms (“Additional Terms”) relating to specific Content, goods or services made available or supplied by Us using the Website. Additional Terms will be made available on relevant pages of the Website and will be accessible by you for your acceptance before you use the Service. Additional Terms shall prevail to the extent there is any conflict or inconsistency with any other of these terms.

D. Age Restrictions

This Website is intended for and directed to residents of Canada over the age of 14 years.

E. Accessibility

We seek to make this Website as accessible as possible. If you have any problems accessing this Website or the content contained on it, please contact Us at info@instapharm.ca and/or use the Website accessibility tools available on the Website.

2. About the InstaPharm Service

A. The InstaPharm Service

The InstaPharm Service is a platform for collaboration and communication between Service Users and Pharmacy Professionals seeking Contracted and/or Career Positions. The InstaPharm Service provides access to InstaPharm’s virtual community of Pharmacy Professionals and Service Users; easy collaboration through InstaPharm’s communication management tools; document management and storage; and simple, secure payment and invoicing tools.

1. InstaPharm Is Not A Pharmacy. InstaPharm does not offer Pharmacy Services. InstaPharm does not offer any pharmaceutical advice, opinions, recommendations, referrals, or counseling. Pharmacy Professionals are not the employees or agents of InstaPharm. InstaPharm is not involved in agreements between Users or in the representation of Users. At no point may InstaPharm be held liable for the actions or omissions of any Pharmacy Professional performing conol type="I"ting services for you.
2. InstaPharm Is Not A Pharmacy Professional Referral Service. InstaPharm is not a Pharmacy Professional referral service. InstaPharm does not select or endorse any individual Pharmacy Professional to service a User. While InstaPharm uses commercially reasonable efforts to verify that our registered professionals are licensed, we do not make any warranty, guarantee, or representation as to the professional ability, competence, quality, or qualifications of any User, whether a registered or verified Consultant User. InstaPharm does not warrant or guarantee that Pharmacy Professionals are covered by professional liability insurance. InstaPharm encourages Service Users to research any professional before accepting for service.
3. InstaPharm Does Not Vouch For Any Of Its Users. Providing a service where Service Users and Pharmacy Professionals can communicate does not imply an endorsement of any subscribing User. InstaPharm does not sanction statements a User may post on the system.
4. InstaPharm Does Not Guarantee Results. From time to time, Service Users will submit reviews of Consultant Users; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future service. InstaPharm will have no responsibility or liability of any kind for any professional service you encounter on or through the Website, and any use or reliance on Pharmacy Services is solely at your own risk.
5. Use of InstaPharm Does Not Create A Relationship With InstaPharm. InstaPharm does not offer pharmacy advice or services. Any use of the InstaPharm Service is not intended to, and does not create a Service User and Consultant User relationship. Any communication via InstaPharm may not be held confidential. InstaPharm is not liable for the actions or omissions of any Consultant User performing consulting services for you.

B. The InstaPharm Service for Public Users

The InstaPharm Service provides a search engine to Public Users to access information regarding Premium Service Users and the services they provide. InstaPharm services are offered free of charge to Public Users. This is an added benefit to Premium Service Users to showcase their services.

• I. InstaPharm does not guarantee that services listed on the Website by Service Users are of a true nature. This search engine is simply a tool for Premium Service Users to advertise their services. Public Users are to use this feature at their own discretion.

3. User Responsibilities

You, and you alone, are responsible for your account and anything that happens while you are signed in to or using your account. Your security is your responsibility.

A. User Account Security

If you sign up for our services, you will create a personalized account, which includes a unique username and a password to access the services and receive messages from InstaPharm. You are fully responsible for maintaining the security of your account, and for all activities that occur under the account and any other actions taken in connection with the account. You agree to notify InstaPharm immediately of any unauthorized use of the account, or any other breaches of security. We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, or other computing device and/or account.

B. Relationship with Consultant Users

Because we cannot guarantee the fitness of any of our Consultant Users for your specific needs, we advise you to take precaution measures. You are encouraged to rate all Consultant Users after completion of shifts. At no means does this rating system express the professional competency of any Consultant User.

C. No Reliance on User-Generated Content

User-Generated Content posted on the Website, such as blog posts, is provided for informational purposes only, with no assurance that the User-Generated Content is true, correct, or accurate. User-Generated Content is not a substitute for professional Pharmacy Services or a solicitation to offer Pharmacy Services.

D. Compliance with Laws

You represent and warrant that: (i) you have the authority to, and are of legal age in your jurisdiction to, bind yourself to this Agreement; (ii) your use of the Service will be solely for purposes that are permitted by this Agreement; (iii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the Service will comply with all local, state and federal laws, rules, and regulations, and with all other InstaPharm policies.

4. Restrictions on Use

You are allowed to use the Service as long as you follow a few basic rules. The following Use Restrictions and Conduct Restrictions are the basic rules we expect users to follow while using the Service. We are not responsible for the content our users post, and we reserve the right to close accounts as we deem necessary.

A. Prohibited Content

You agree that you will not under any circumstances transmit any Content (including software, text, images, or other information) that:

1. is unlawful or promotes unlawful activity
2. defames, harasses, abuses, threatens, or incites violence towards any individual or group
3. is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability
4. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
5. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights
6. contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
7. impersonates any person or entity, including any of our employees or
8. violates the privacy of any third party.

B. Users Must Be Over Age 14

You represent that you are over the age of 14. InstaPharm does not target our Content to individuals under the age of 14, and we do not permit any Users under 14 on our Service. If we learn of any User under the age of 14, we will terminate that User’s account immediately.

C. No Liability for User Interactions; InstaPharm May Monitor Interactions

Any liability, loss or damage that occurs as a result of any User interactions, including, but not limited to, Relief or Career Postings, that you input or receive through your use of the Service is solely your responsibility. At our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service.

D. Right to Terminate Accounts

We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User conduct is appropriate and complies with these Terms of Use, or terminate or deny access to and use of the Service to any User for any reason, with or without prior notice.

5. User-Generated Content

You own your content, but you allow Us certain rights to it, so that we can display and share the content you post. We have the right to remove content if we need to.

A. Responsibility for User-Generated Content

You may create content, written or otherwise, while using the Service (“User-Generated Content”). You are solely responsible for the content of, and any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User-Generated Content.

B. Right to Post

You represent and warrant that you have the right to post all User-Generated Content you submit. Specifically, you warrant that you have fully complied with any third party licenses relating to User-Generated Content, and have taken all steps necessary to pass through to end users any required terms.

C. InstaPharm May Modify or Remove Content

We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User-Generated Content is appropriate and complies with these Terms of Use, or refuse or remove any User-Generated Content that, in our reasonable opinion, violates any InstaPharm policy or is in any way harmful, inappropriate, or objectionable. InstaPharm further reserves the right to make formatting and edits and change the manner any User-Generated Content is displayed on the Website.

D. Ownership of User-Generated Content

Except for Content that originates from InstaPharm, we do not claim ownership of any Content that is transmitted, stored, or processed in your account. You retain all ownership of, control of, and responsibility for User-Generated Content you post. You may control access to your User-Generated Content through your user account.

E. License Grant

Solely to allow InstaPharm to use Content you upload to the Service reasonably without violating any rights you have in it, you grant Us the following rights: by posting any Content via the Website, you expressly grant InstaPharm and our successors a worldwide, sublicensable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, distribute, and perform the Content in connection with InstaPharm’s business purpose. This license does not grant InstaPharm the right to sell User-Generated Content or otherwise distribute it outside of our Website. This license will terminate at the time when the Content is removed from the Website.

6. Consultant Users

Consultant Users are registered pharmacists, pharmacy technicians, and courtesy pharmacists as regulated by the pharmacy profession regulatory authority in the User’s respective region, who may provide contracting or consulting work to Service Users. Consultant Users are not the employees or agents of InstaPharm.

A. User Responsibilities

Consultant Users are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Website, including but not limited to User-Generated Content, and any communications they may have with Service Users through the Website, fully comply with all applicable laws and rules of professional conduct, including Standards of Practice and Codes of Ethics as set out by the Consultant User’s respective regulatory body, and those regulating the form, manner or content of communications with Service Users, advertising, or other matters.

B. User Commitments

Consultant Users have specified obligations when uploading their availability and when applying for a Contracted Position.

1. Uploading Availability: A Consultant User uploads his/her availability on the Platform to facilitate the selection process. All Consultant Users must upload their availability if the feature is available. The Consultant User may change his/her availability at any time unless chosen for or assigned to a Contracted Position.
2. Applying for a Contracted Position: Once a Consultant User applies for a Contracted Position, he/she is doing so with the intention to fill that Position. Such application constitutes Confirmation on behalf of the Consultant User. Consultant Users may revoke their application at any time after applying, unless assigned by InstaPharm and/or Service User to fill a selected Contracted Position.

C. Pharmaceutical Errors

All Pharmaceutical Errors Made By Consultant Users Are The Sole Responsibility Of Consultant Users. Consultants Users will be held responsible for all errors that have or may lead to patient harm. It is expected that You carry Malpractice Insurance as mandated by your respective pharmacy regulatory authority.

D. Payment of Consultant Users by Service Users

Certain specific terms govern Consultant Users and payment.

1. InstaPharm Is Not A Party To Position Contracts: Service Users may form contracts with Consultant Users through posting and acceptance of Relief Positions. Such contracts are solely between the Service User and the Consultant User. InstaPharm will not be a party to any contracts for Positions submitted through our Service, unless posted by an InstaPharm officer. InstaPharm facilitates these contracts by supplying a platform for communication management and payment tools.
2. InstaPharm Helps Facilitate Payments Between Consultant Users and Service Users: InstaPharm will provide a platform to present, exchange, modify, request changes to, and pay invoices between the two parties. InstaPharm does not hold funds or pay either party when a Contracted Position (or a segment thereof as pre-agreed by the Service User and the Consultant User) is complete, and therefore is not responsible for the funds being transferred between the two parties. A third party application may be used for the facilitation of payment between parties (refer to Section III), and therefore, the policies and Terms of Use of that third party application must be agreed to by the Users.
3. Payment Processing: Payment processing services for InstaPharm on the Platform are provided by Zum Rails. These services are subject to the Zum Rails Pre-Authorized Debit Agreement. By agreeing to this Agreement or continuing to operate as a Consultant User on the Platform, you agree to be bound by the Zum Rails Pre-Authorized Debit Agreement, as the same may be modified by Zum Rails from time to time. As a condition of InstaPharm enabling payment processing services through Zum Rails, you agree to provide InstaPharm accurate and complete information about you and your business, and you authorize InstaPharm to share this and transaction information related to your use of the payment processing services with Zum Rails.
4. All Services Performed By Consultant Users Are Paid In Full: InstaPharm does neither provide nor charge for these services.
5. Payment Guarantee: Consultant Users must receive full payment from service users for the amount indicated in each undisputed Invoice. This payment may be transferred to Consultant Users via InstaPharm’s online payment gateway or any other means as agreed to by the Consultant User. Refer to Section 16 for details regarding InstaPharm’s Limited Payment Guarantee.
6. Use of Coupons Does Not Imply A Professional Relationship With InstaPharm: From time to time, Consultant Users may have access to Rebate Coupons supplied by the Service as part of a Loyalty Program. The use of such coupons does not imply any relationship between InstaPharm and the Consultant User where a coupon is used for rebate purposes.

E. Canceling a Contracted Position After Final Confirmation

1. Cancellations Submitted At Least 5 Business Days Prior To The Start Date Of The Contracted Position: Consultant Users may apply for cancellation at least 5 business days prior to the start date of the Position. Service Users have the option to accept or decline an application to cancel. If both parties agree to cancel, each party must accept this cancellation on the InstaPharm platform. Upon declination of the cancellation application by the Service User, the Consultant User must fill the Position or be issued a cancellation fee to proceed. If acceptance of the cancellation is not indicated on the platform by Service User, InstaPharm will assume both parties did not agree and a cancellation fee will be issued to proceed.
2. Cancellations Submitted Within 5 Business Days To The Start Date Of The Contracted Position: Cancellations within 5 business days of starting the Position will be subject to a cancellation fee in order to proceed.

F. No-Show Penalties

In the event that a Final Confirmation is issued for a Contracted Position and it is not filled by a Consultant User, the Consultant User will be charged a fee of no more than $200 and his/her account may be locked for a certain period. If Consultant Users do not comply with this penalty policy, InstaPharm management shall terminate their account accordingly. We reserve the right to charge your payment method on file for any penalties and fees associated with your account.

7. Service Users

Service Users are licensed pharmacies, clinics, long-term care facilities, primary care networks or any other patient-care facilities that seek to obtain Consultant Users through InstaPharm for the delivery of services.

A. User Responsibilities

Service Users are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Website, including but not limited to User-Generated Content, and any communications they may have with Consultant Users through the Website, fully comply with all applicable laws and rules of professional conduct, including Standards of Practice and Codes of Ethics as set out by the User’s respective regulatory body, manner or content of communications with Consultant Users, advertising, or other matters.

B. User Commitments

Service Users have specified obligations when posting a Contracted Position and when being assigned a Consultant User.

1. Posting a Contracted Position: When a Service User posts a Contracted Position on the Platform, that Contracted Position must be completed by a Consultant User obtained through the InstaPharm Platform, unless no Consultant Users have applied. If no Consultant User has applied for the Position, the Position will expire on the date and time provided.
2. Selecting or Being Assigned a Consultant User: When a Service User is assigned one or more Candidates through the Platform, the Service User is in effect providing Confirmation.
3. Paying and Rating a Consultant User: When a Consultant User has completed a Contracted Position and generated an invoice, Service Users must provide indication on the platform that they have paid the Consultant User and have rated him or her.

C. Payment by Service Users to Consultant Users

Certain specific terms govern Service Users and payment.

1. InstaPharm Is Not A Party To Position Contracts: Service Users may form contracts with Consultant Users through posting and acceptance of Contracted Positions. Such contracts are solely between the Service User and the Consultant User. InstaPharm will not be a party to any contracts for Positions submitted through our Service, unless posted by an InstaPharm officer. InstaPharm facilitates these contracts by supplying a platform for communication management and payment tools.
2. Responsibility For Payment: By using the Service, the Service User agrees to pay the Consultant User through InstaPharm the amount agreed on in the Proposal or undisputed invoice, unless the Service User disputes the matter by sending an email to info@instapharm.ca and adhere to the other conditions set forth in Section 17 (Service User-Consultant User Dispute Resolution Procedures). Users are responsible for providing Us with a valid means of payment.
3. Payment Process: Payment will be processed as specified in the Proposal as generated by the Service User and/or in the Invoice as generated by the Consultant User, and agreed upon by the Service User and the Consultant User. When a Position (or a segment thereof as pre-agreed in writing by the Service User and the Consultant User) is marked as completed by the Consultant User, InstaPharm will inform the Service User that the Position (or a segment thereof as pre-agreed in writing by the Service User and the Consultant User) is complete. The Service User must then pay the agreed-upon amount in the Invoice or request changes. If the Service User has taken no action after 25 business days, InstaPharm will have the right to charge the Service User's credit card or bank account for the full amount of the agreed-upon fee or undisputed invoice, in addition to InstaPharm’s processing fee, if any. The Service User may submit disputes over payment to info@instapharm.ca provided that he/she adheres to the other conditions set forth in Section 17 (Service User-Consultant User Dispute Resolution Procedures).
4. Payment Processing: Payment processing services for InstaPharm on the Platform are provided by Zum Rails. These services are subject to the Zum Rails Terms of Use. By agreeing to this Agreement or continuing to operate as a Service User on the Platform, you agree to be bound by the Zum Rails Terms of Use, as the same may be modified by Zum Rails from time to time. As a condition of InstaPharm enabling payment processing services through Zum Rails, you agree to provide InstaPharm accurate and complete information about you and your business, and you authorize InstaPharm to share this and transaction information related to your use of the payment processing services with Zum Rails.
5. Use of Coupons Does Not Imply A Professional Relationship With InstaPharm: From time to time, Service Users may have access to discounts supplied by the Service to pay for a portion of Consultant User Fees. The use of such coupons does not imply any relationship between InstaPharm and the Service User where a coupon is used towards paying a portion of Consultant User Fees.

D. You Will Take Full Responsibility Of Licensure and Equipment

InstaPharm is simply a service to connect Service Users with Consultant Users. We do not involve ourselves in providing the necessary tools, licenses, or equipment in order to operate your business. It is your responsibility to be licensed and have the necessary tools for operation.

E. Responsibility for Damages

InstaPharm Will Not Be Held Responsible For Any Clinical Or Economic Damages Incurred From The Result Of Your Actions Or InstaPharm Consultant User Actions.

F. Service Users Must Take Reasonable Precautions

While InstaPharm takes reasonable measures to ensure the ability, competence, and quality of the Consultant Users listed on our Website, we do not make any guarantee of this. While InstaPharm uses reasonable efforts to verify that our Consultant Users who have registered on our Website are licensed professionals, InstaPharm does not endorse our Consultant Users. It is the responsibility of Service Users to take precautions to ensure the Consultant User is a licensed pharmacy professional.

G. Canceling A Contracted Position Before Final Confirmation

Service Users may cancel a Contracted Position if no Applicant is yet assigned.

H. Penalties For Incomplete Positions

No Contracted Position can be canceled after Final Confirmation. The Contracted Position must be completed by the Consultant User selected or assigned. Any Position revoked or refused by a Service User may be issued a penalty. This penalty will require Service Users to pay the assigned Consultant User for 50% of their total hourly wage of that Position. If both parties agree to the cancellation, no penalty will be imposed. If a Service User does not comply with this penalty policy, InstaPharm management reserves the right to terminate his/her account accordingly.

I. Posting of a Career Position

The posting of a Career Position by a Service User is required if he/she has the intention to establish an employer and employee relationship with a Pharmacy Professional using the Site. This is strictly limited to this type of relationship. A Service User shall not post a Career Position for purposes of hiring an independent contractor.

8. Public Users

A Public User can be any individual, company, or organization that is utilizing InstaPharm’s search engine to look up services offered by Premium Service Users. InstaPharm provides a search engine to Public Users to access information regarding Premium Service Users and the services they provide.

A. Our Services Display Some Content That Is Not InstaPharm’s

This content is the sole responsibility of the entity that makes it available. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. Please note, it is not guaranteed that all content is going to be reviewed at all times.

B. Public User Fees

InstaPharm services are offered free of charge to Public Users.

C. Prohibiting Distribution

You agree not to distribute in any medium any part of the Service or the Content without InstaPharm's prior written authorization.

D. Public User Responsibilities

In your use of this Service, you will comply with all applicable laws.

9. Relationship Between Consultant Users and Service Users

Service Users and Consultant Users are not the employees or agents of InstaPharm. No Professional Relationship is formed with InstaPharm through the use of the InstaPharm Website, including posting of Career Positions. Furthermore, Service Users and Consultant Users agree to form absolutely no Professional Relationships amongst themselves, for a period of 365 days from the end of the Contracted Position, outside of the InstaPharm Platform as indicated below. If more than one Contracted Position is filled by a Consultant User for the same Service User, the 365 day period begins from the completion of the last Contracted Position filled. Failure to comply will result in termination of both User accounts with InstaPharm, and if warranted the use of the full extent of the law.

A. No Professional Relationship Through Website Use

Use of the InstaPharm Website may not form a Professional Relationship between Consultant Users and Service Users. Information posted or made available on or through the Website, including, without limitation, any responses to Contracted Positions posted on the Website; information in InstaPharm’s Guides and Documents; or information posted publicly on the Website by Premium Service Users; does not create a Professional Relationship. It is considered User-Generated Content.

B. No Professional Relationship Through Service Use

A Professional Relationship may be formed through the use of the Platform between Service Users and Consultant Users. Service Users may post Relief or Career Positions through the Platform. Consultant Users may submit applications prior to acceptance. Upon acceptance, the scope of a Consultant User’s practice is strictly limited to the matter agreed upon in the Position.

C. Consultant Users Shall Perform Relief Services As An Independent Contractor

Consultant Users can not maintain Professional Relationships with any Service User outside of the InstaPharm Platform. The initial Position posted on the InstaPharm platform initiates a Professional Relationship. All subsequent relief opportunities must be obtained using the InstaPharm Platform. InstaPharm will terminate a Consultant User’s access to and use of the Website if such Consultant User is found to be accepting Positions outside of the Service from Service Users found through InstaPharm.

D. Service Users Shall Not Maintain Professional Relationships With Any Consultant User Outside Of The InstaPharm Platform.

The initial Position posted on the InstaPharm platform initiates a Professional Relationship with Consultant Users. All subsequent Contracted Positions must be posted on InstaPharm to form and/or maintain a Professional Relationship with InstaPharm Consultant Users. InstaPharm will terminate a Service User’s access to and use of the Website if such Service User is found to be accepting Positions outside of the Platform from Consultant Users found through InstaPharm. Financial penalties to recoup losses may also apply. Any hiring of Users outside of the Platform shall remain prohibited for a period of 365 days since the initiation of any form of communication through the InstaPharm Platform.

E. All Contracted Positions Posted By Service Users Are Restricted To InstaPharm Consultant Users.

By posting a Contracted Position on InstaPharm, Service Users give an exclusive right to InstaPharm Consultant Users to fill that particular Contracted Position. No posted Contracted Position can be filled by an outside Pharmacy Professional unless it is reasonable to assume the Position will not accumulate any interested candidates for work. Penalties will be issued for Incomplete Positions as highlighted in Section 7(H).

10. Third Party Content

A. Access To Third Party Content

By using the Service, you will be able to access Content belonging to or originating from third parties (“Third Party Content”). Your use of the Service is consent for InstaPharm to present this Content to you. You acknowledge all responsibility for, and assume all risk for, your use of Third Party Content.

B. No Responsibility For Third Party Content

As part of the Service, InstaPharm may provide you with convenient links to third party Website(s) as well as other forms of Third Party Content. These links are provided as a courtesy to Service subscribers. We have no control over third party Websites or content or the promotions, materials, information, goods or services available on them. By linking to such content, we do not represent or imply that we adopt or endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than InstaPharm. We are not responsible for any Third Party Content accessed through our Website. If you decide to leave the Website and access Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any such content.

C. No Authorization To Use Third Party Content

This Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third Party Content except as permitted by InstaPharm’s terms and conditions.

11. Copyright Infringement

If you are a copyright owner or an agent thereof and believe that any User Content or other Content infringes upon your copyrights, you may submit a notice pursuant to the Copyright Act of Canada by providing our Copyright Agent with the following information in writing (see Section 41.2(b) of the Copyright Act of Canada for further detail). Submissions may be made in writing or by email to info@instapharm.ca. Include the following information:

• Your name and contact information;
• The work or other subject-matter to which the claimed infringement relates;
• Your interest or right with respect to the copyright in the work or other subject-matter;
• The location data for the electronic location to which the claimed infringement relates;
• The infringement that is claimed;
• The date and time of the commission of the claimed infringement, and;
• Any other information that may be prescribed by regulation.

12. Intellectual Property

A. No Transfer

InstaPharm retains ownership of all intellectual property rights of any kind related to the Website and Service, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Website and the Service may be the trademarks of other third parties. This Agreement does not transfer from Us to you any InstaPharm or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with us. We reserve all rights that are not expressly granted to you under this Agreement.

B. Trademarks

Specifically, InstaPharm, instapharm.ca, and all other trademarks that appear, are displayed, or are used on the Website or as part of the Service are registered or common law trademarks or service marks of InstaPharm, Inc. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from InstaPharm, except as an integral part of any authorized copy of the Content.

C. Linking

You may link to this Website if you obtain prior written permission from InstaPharm and comply with the following requirements:

1. Requests for permission to link should be sent to info@instapharm.ca
2. If you do link to the Website, do not create links in a way that might lead others to think that content on the InstaPharm Website is your own or that InstaPharm is endorsing your Website when such is not the case.
3. Do not frame any part of the Website within your Website.

13. Communication

We use email and electronic means to stay in touch with our Users.

A. Electronic Communications Required

For contractual purposes, you (i) consent to receive communications from InstaPharm in an electronic form via the email address you have submitted or via the Service; and (ii) agree that all Terms of Use, agreements, notices, disclosures, and other communications that InstaPharm provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. This section does not affect your non-waivable rights.

B. Legal Notice To InstaPharm Must Be In Writing

Communications made through email or the Service’s private messaging system will not constitute legal notice to InstaPharm or any of our officers, employees, agents or representatives in any situation where notice to InstaPharm is required by contract or any law or regulation.

14. Payments and Transactions

A. Payment Authorization

By agreeing to these terms, you are giving InstaPharm permission to debit or credit your on-file credit card, bank account, or other approved methods of payment for fees that you authorize InstaPharm to satisfy. You authorize InstaPharm to debit or credit you all amounts due or owed to any User via the Service, as well as InstaPharm’s processing fee, if any.

B. Processing Fee Authorization

All payment transactions will be subject to a Processing Fee. This Fee will be visible to each User prior to a transaction taking place. In the event that InstaPharm intervenes to ensure Payment Guarantee for any User, whether it is due to cancellation of a Contracted Position or due to a no-show for a posting, or any other reason, the User being charged agrees to pay a processing fee for facilitating such transactions as well.

C. New Services and Fees

InstaPharm may add new Subscription Services for additional fees and charges or may proactively amend Processing Fees and charges for existing Services, at any time in its sole discretion. If you have purchased or obtained Subscription Services for a period of months or a year, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal.

15. Limited Payment Guarantee

InstaPharm guarantees the payment of each Consultant User’s Invoice for the completion of Positions (or a segment thereof as pre-agreed by the Service User and the Consultant User) for Service Users (InstaPharm’s “Limited Payment Guarantee”), subject to the following terms and conditions (the “Limited Payment Guarantee Conditions”):

A. Failure to Satisfy Invoice

The Service User has failed to satisfy the Consultant User’s Invoice (the dollar amount of such invoice, the “Unpaid Invoiced Amount”) by the end of the twentieth (20th) business day after the Invoice has been submitted (such date, the “Service User Payment Due Date”).

B. Claim Submission

The Consultant User has submitted to InstaPharm a written claim for the Unpaid Invoiced Amount (i) within a fifteen (15) business day period, beginning on the day immediately following the Service User Payment Due Date (such period, the “Consultant User Claim Submission Period”) and (ii) provide in reasonable detail the facts and circumstances of the Position, including any rationale provided by the Service User for his/her failure to make such payment and/or any rationale the Consultant User can in good faith speculate on as to why the Service User refuses to make payment (such claim, a “Limited Payment Guarantee Request”). Failure to submit the Limited Payment Guarantee Request within the Consultant User Claim Submission Period shall constitute such Consultant User’s permanent waiver of his/her right to receive the Unpaid Invoiced Amount from any person or entity, including InstaPharm and the Service User. To the extent that InstaPharm determines in its sole and absolute discretion that it is commercially reasonable to do so, it may continue its collection efforts with the Service User and if successful, the Consultant User will receive his/her portion of the collected amount, minus any reasonable InstaPharm out-of-pocket collection expenses, pursuant to 15 (E) above.

C. Payment-Related Disputed Matter Resolution

In the event that the Consultant User does submit a Limited Payment Guarantee Request within the Consultant User Claim Submission Period, and such request contains the information set forth in clause 16 (B) above, InstaPharm will attempt in good faith to work with the Service User and Consultant User for a period of up to seven (7) business days from the date of the Limited Payment Guarantee Request (such period, the “Payment-Related Disputed Matter Mediation Period”) to resolve the matter which is the subject of the Limited Payment Guarantee Request (the “Payment-Related Disputed Matter”). In the event that the Payment-Related Disputed Matter is successfully resolved within the Payment-Related Disputed Matter Mediation Period, each of the Service User, Consultant User and, if relevant, InstaPharm will take the agreed upon steps to execute the agreed-upon resolution.

D. Payment-Related Disputed Matter Mediation by InstaPharm

In the event that the Payment-Related Disputed Matter remains unresolved at the conclusion of the Payment-Related Disputed Matter Mediation Period, by no later than the seventh (7th) business day after the end of the Payment-Related Disputed Matter Mediation Period (the date such determination is communicated in writing to the Service User and Consultant User, the “InstaPharm Disputed-Amount Determination Date”), InstaPharm shall make a determination in its sole and absolute discretion (the “InstaPharm Disputed Matter Decision”), based upon the information theretofore provided by Consultant User and, if provided, the Service User, as to whether the nature and quality of the Pharmacy Services rendered in connection with the related Position are consistent with industry standards, the provisions of the related Position and these Terms and Conditions.

E. Payment-Related Disputed Matter Decision in Favor of Consultant User

Should InstaPharm decide the Payment-Related Disputed Matter in favor of the Consultant User, InstaPharm shall remit the Unpaid Invoiced Amount to the Consultant User within seven (7) business days after the InstaPharm Disputed-Amount Determination Date, and the Consultant User shall be deemed to have assigned all of his/her rights with respect to the Payment-Related Disputed Matter to InstaPharm. Notwithstanding anything stated herein or otherwise to the contrary, the dollar amount sought under this Section 15 shall not exceed the amount initially contracted between Service User and Consultant User in relation to the Position or an amount subsequently agreed to in a signed engagement letter or other written agreement between the parties, and in any event shall never exceed $5,000 in aggregate across all unpaid invoices sent by the Consultant User to the Service User.

F. Payment-Related Disputed Matter Decision in Favor of Service User

Should InstaPharm decide the Payment-Related Disputed Matter in favor of the Service User, the Service User shall no longer be obligated to make payment of the Unpaid Invoiced Amount to the Consultant User and shall be deemed to have assigned all of his/her rights with respect to the Payment-Related Disputed Matter to InstaPharm as of the InstaPharm Disputed-Amount Determination Date. In such event, the Consultant User shall (i) be deemed to have waived his/her rights to seek such amounts from the Service User, and (ii) have the right to initiate binding arbitration proceedings with respect to the Unpaid Invoiced Amount against InstaPharm which are equivalent to those proceedings set forth in Section 23(D) hereof (Arbitration) by providing InstaPharm with written notice of his/her exercise of such right within twenty (20) business days after the end of the InstaPharm Disputed-Amount Determination Date (such period, the “Payment-Dispute Arbitration Election Time Period”). In the event that the Consultant User does not exercise his/her right to initiate arbitration proceedings during the Payment Dispute Arbitration Election Time Period, he/she shall be deemed to have permanently waived his/her right to payment of the Unpaid Invoiced Amount.

16. Service User-Consultant User Dispute Resolution Procedures

In the event that a Service User has a good faith belief that the Consultant User did not complete a Position or Proposal or did not adhere to these Terms and Conditions, or the amounts invoiced for the Pharmacy Services provided by such Consultant User are not consistent with such Position or Proposal (such matter, a “Services-Related Disputed Matter”), he/she shall be permitted to withhold payment of any disputed amounts which are the subject of such matter (the “Withheld Payment Amounts”), subject to the following terms and conditions (the “Withheld Payment Amount Conditions”):

A. Service User Dispute Notice

Within twenty (20) business days of the date of the related invoice (such period, the “Service User Dispute Notice Period”), the Service User shall provide written notice to InstaPharm setting forth in reasonable detail the facts and circumstances which are the basis of the Services-Related Disputed Matter (each, a “Services-Related Dispute Notice”). The Service User’s failure to submit a Services-Related Dispute Notice within the Service User Dispute Notice Period shall constitute such Service User’s permanent waiver of his/her right to dispute the Withheld Payment Amounts, which amounts will be charged to the Service User’s on-file credit card, bank account, or other approved methods of payment in accordance with Section 15(D) of these Terms of Use.

B. Services-Related Disputed Matter Mediation

In the event that the Service User does submit a Services-Related Dispute Notice within the Service User Dispute Notice Period, and such request contains the information set forth in clause 17 (A). above, InstaPharm will attempt in good faith to work with the Service User and Consultant User for a period of up to fifteen (15) business days from the date of the Services-Related Dispute Notice (such period, the “Services-Related Disputed Matter Mediation Period”) to resolve the Services-Related Disputed Matter. In the event that the Services-Related Disputed Matter is successfully resolved within the Services-Related Disputed Matter Mediation Period, each of the Service User, Consultant User and, if relevant, InstaPharm will take the agreed upon steps to execute the agreed-upon resolution.

C. InstaPharm Services-Related Disputed Matter Decision

In the event that the Services-Related Disputed Matter remains unresolved at the conclusion of the Services-Related Disputed Matter Mediation Period, by no later than the fourteenth (14th) business day after the end of the Services-Related Disputed Matter Mediation Period, InstaPharm shall make a determination in its sole and absolute discretion (the “InstaPharm Services-Related Disputed Matter Decision”), and based upon the information theretofore provided by the Service User and Consultant User, as to whether the Consultant User did not complete a Position or Proposal or did not adhere to these Terms and Conditions, or the invoices generated by the Consultant User contained discrepancies. Should InstaPharm decide the Services-Related Disputed Matter in favor of the Consultant User, the Service User shall be obligated to make payment of the Withheld Payment Amounts to such Consultant User within the seven (7) business day period after the date on which such Service User is notified in writing of the InstaPharm Services-Related Disputed Matter Decision (the “InstaPharm Services-Related Disputed Matter Decision Notice”). In the event that the Service User fails to make timely payment, InstaPharm will remit the Withheld Payment Amounts to the Consultant User who will assign his/her rights to reimbursement for such amounts to InstaPharm which may, in its sole discretion, process payment pursuant to Section 15(D) and/or elect to pursue its rights and remedies against the Service User.

D. Services-Related Arbitration

Should InstaPharm decide the Services-Related Disputed Matter in favor of the Service User, the Service User shall no longer be obligated to make payment of the Withheld Payment Amounts to the Consultant User and shall be deemed to have assigned all of his/her rights with respect to the Services-Related Disputed Matter to InstaPharm. In such event, the Consultant User shall (i) be deemed to have waived his/her rights to seek such amounts from the Service User, and (ii) have the right to initiate binding arbitration proceedings with respect to the Withheld Payment Amounts against InstaPharm which are equivalent to those proceedings set forth in Section 21(D) hereof (Arbitration) by providing InstaPharm with written notice of his/her exercise of such right within ten (10) business days after the date of the Services-Related Disputed Matter Decision Notice (such period, the “Services-Related Arbitration Election Time Period”). In the event that the Consultant User does not exercise his/her right to initiate arbitration proceedings during the Services-Related Arbitration Election Time Period, he/she shall be deemed to have permanently waived his/her right to payment of the Withheld Payment Amounts.

E. Precedence of Procedures

In the event that the Consultant User and Service User have both timely availed themselves of the rights set forth in Section 15 and Section 16, the procedures set forth in Section 16 shall take precedence over the proceedings set forth in Section 15 and the Consultant agrees to permanently waive his/her right to pursue his/her rights set forth in Section 15 with respect to the facts and circumstances underlying the Payment-Related Disputed Matter.

F. Alternative Dispute Resolution Procedures

The procedures set forth in this Section 16 shall be referred to herein as the “Alternative Dispute Resolution Procedures”

17. Disclaimer of Warranties

We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.

• InstaPharm provides the Website and the Service “as is,” without warranty of any kind. Without limiting the foregoing, InstaPharm expressly disclaims all warranties, whether express, implied or statutory, regarding the Website and the Service including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
• Specifically, InstaPharm makes no representation or warranty that the information we provide or that is provided through the Service is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, that the Service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, content or other material obtained from the Service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.

18. Limitation of Liabilities

A. General Limitation

To the maximum extent permitted by applicable law, we exclude all liability (whether arising in contract, tort, breach of statutory duty or otherwise) which we may otherwise have to you as a result of any error or inaccuracies in any Content, the unavailability of the Website for whatsoever reason, and any representation or statement made on the Website.

B. Specific Exclusions

In no event will InstaPharm be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from:

• The use, disclosure, or display of your User-Generated Content;
• Your use or inability to use the Service;
• The Service generally or the software or systems that make the Service available; or
• Any other interactions with InstaPharm or any other User of the Service.

C. Exclusions Not Applicable

Notwithstanding any other provision of these terms and conditions, we do not exclude or limit our liability for death or personal injury arising from our negligence, for any fraudulent misrepresentation made by us on the Website or for any other statutory rights that are not capable of being excluded.

D. Subject to Additional Terms

Any exclusions and limitations of liability in these terms shall be subject to the Additional Terms in respect of matters covered by those Additional Terms and as otherwise required by law.

19. Release and Indemnification

A. Indemnification

You agree to indemnify and hold harmless InstaPharm from and against any and all claims and expenses, including fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement.

B. Release of Claims

If you have a dispute with one or more Users, you release InstaPharm from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

C. No Liability for External Events

We shall have no liability to you for any breach of these terms caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.

20. Modification to Terms of Use

A. Amendments

InstaPharm may amend this Agreement from time to time, and in InstaPharm’s sole discretion. We will provide notification to Users of material changes to this Agreement (i) by sending a notice to the primary email address specified in your account, which will take effect immediately upon our sending of this email, and/or (ii) through our Website at least 30 days prior to the change taking effect by posting a notice on our home page. Non-material changes to this Agreement will take effect immediately. We encourage visitors to frequently check this page for any changes to this Agreement. Your continued use of the Service after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.

21. Miscellaneous

You, and you alone, are responsible for any obligations you agree to under this Agreement. If we are involved in a merger or we are bought, we may transfer this Agreement, as long as your rights are protected. You may only agree to these terms if you are able to form a binding contract in your state. These terms, including our Privacy Policy, are the complete agreement between us, and no other terms apply.

A. Governing Law

Except to the extent applicable law provides otherwise, this Agreement between you and InstaPharm and any access to or use of the Website or the Service are governed by the federal laws of Canada and the provincial laws of Alberta, without regard to conflict of law provisions.

B. Severability

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of InstaPharm to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

C. Limitation of Actions

You agree that any cause of action related to or arising out of your relationship with InstaPharm must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

D. Arbitration

Should a dispute arise between you and InstaPharm, we would like to provide you with a neutral and cost-effective means of resolving the dispute quickly. Therefore, for any claim (except for claims for injunctive or equitable relief or claims regarding intellectual property rights) under this Agreement, either party may elect to resolve any dispute arising under this Agreement through binding non-appearance-based arbitration. The party electing arbitration must initiate it through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

E. Non-Assignability

InstaPharm may assign or delegate these Terms of Use and/or the InstaPharm Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without InstaPharm’s prior written consent, and any unauthorized assignment and delegation by you is void.

F. Complete Agreement

These Terms of Use, together with the Privacy Policy at https://www.InstaPharm.com/privacypolicy, represent the complete and exclusive statement of the agreement between you and InstaPharm. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and InstaPharm relating to the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by an authorized InstaPharm executive, or by the posting by InstaPharm of a revised version.

G. Authorization to Contract

You represent and warrant that if you are an individual, you are of legal age to form a binding contract; or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service.

H. Headings

The use of headings and/or title in this agreement is for convenience of reference only and shall not modify or affect the interpretation or construction of this Agreement or any of its provisions.

I. Changes in Terms and Conditions

These terms are dated July 2024. No changes to these terms are valid or have any effect unless agreed upon by us in writing. We reserve the right to vary these terms and conditions from time to time. Our new terms will be displayed on the Website and by continuing to use and access the Website following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these terms and conditions from time to time to verify such variations.