- Section 17 of these Terms of Service contains a class action waiver, and waiver of jury trial. By accepting these Terms of Service, you agree to be bound by such provisions. These Terms of Service also contain (i) a limitation of liability that may limit the amount of damages to which you are entitled; and (ii) indemnities with respect to Losses (as defined below) that TaperMD may suffer in connection with your use of the Services (as defined below).
- ACCEPTANCE OF TERMS
The following Terms of Service (“TOS”) govern your access or use of www.tapermd.com (the “Website”), any applications available from the Website, and the content, information and services provided through the Website or such applications (collectively, the “Services”). The Services are provided by Data Based Medicine Americas Ltd. (collectively with its subsidiaries, “TaperMD”, “we”, or “us”). We may update these TOS from time to time without notice to you. In addition, when using TaperMD’s Services, you will be subject to any guidelines or rules applicable to such Services that TaperMD may post from time to time. All such guidelines or rules are deemed to be part of these TOS.
Supplemental terms may apply to certain Services, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, these TOS for the purposes of the applicable Services. Supplemental terms shall prevail over these TOS in the event of a conflict with respect to the applicable Services.
If you are using our Services as a representative (a “Representative”) acting on behalf of a business, company, or other legal entity (in such event, for the purposes of these TOS, “you” and “your” (except as used at the beginning of this sentence) refer to that business, company, or other legal entity), then:
- you accept these TOS, and you will be responsible for any act or omission of any employees, contractors, or third party agents using the Services (or providing services through the Services) on your behalf;
- you and your Representative represent and warrant that the Representative has the authority to bind you to these TOS; and
- you covenant that you have the right, power, and authority to enter into these TOS, perform your obligations, and grant the rights, licences, and authorizations in these TOS.
2. DESCRIPTION OF SERVICES; ACKNOWLEDGEMENT OF LIMITATIONS
TaperMD provides the Services to assist in optimal medication management and improved health outcomes. Unless TaperMD states otherwise, any new features, programs and services that augment or enhance the Services will be subject to the TOS. You agree that the Services are provided “AS-IS” and that TaperMD assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any data, user communications or personalization settings or their quality or accuracy.
You may not access the Services from territories where the Services or any content or functionality of the Services are prohibited.
TaperMD and the Services are not medical advice. By relying on the Services, you do so at your own risk. You also acknowledge that the Services:
- Are not intended as, and may not be used as, a substitute for the diagnosis, expertise, treatment, advice, and judgment of a physician, nurse, pharmacist, or other healthcare professional. A health care professional should be consulted before taking or discontinuing to take any medication described or mentioned as part of the Services provided by this Website.
- Should not be used in place of the information contained or in any product packaging or label. You should not rely on the information on this Website without verifying it with a health care professional.
- Are not comprehensive and do not cover all uses, precautions, side effects, warnings, and interactions related to pharmaceuticals or treatments.
- Do not take into account personal circumstances and should not be relied upon or construed to indicate that use of a drug or treatment is safe, appropriate, or effective for a given individual.
- Have not been reviewed for compliance with country, federal, state, or provincial pharmaceutical marketing, advertising, and disclosure statutes or regulations.
If you are a patient and have any health-related questions, please call or see your physician or other health care provider promptly. Should you have an emergency, call your physician or 911 (or the applicable emergency phone number in your jurisdiction) immediately. You should never disregard medical advice or delay in seeking medical advice because of any content presented as part of the Services on this Website, and you should not use the content or Services for diagnosing or treating a health problem. The transmission and receipt of content and/or Services, in whole or in part, or communication via the Internet, email, or other means does not constitute or create a doctor-patient, therapist-patient, or other healthcare professional relationship between you and TaperMD.
3. YOUR REGISTRATION OBLIGATIONS; ACCURACY OF INFORMATION; PERMITTED USERS
We reserve the right to decline to provide Services to any person for any or no reason.
In consideration of your use of the Services, you agree to: (a) provide true, accurate, current and complete information when you sign up for the Services (the “Registration Data”) and with respect to any payment information requested; and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, materially inaccurate or incomplete, or if you do not keep it current, or if TaperMD has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, TaperMD has the right to suspend or terminate your account and refuse your access to or use of the Services.
The Services are not intended for individuals under the age of 18. You hereby affirm that you are over the age of 18. If you are under 18 years of age, then you may not use the Services.
You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Services and all charges related thereto. We are not liable for any damages to your equipment resulting from the use of the Services.
5. MEMBER ACCOUNT, PASSWORD AND SECURITY
You are responsible for maintaining the confidentiality of your password and account, and you are fully responsible for all activities that occur when your password or account are used. You agree to (a) immediately notify TaperMD of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. TaperMD will not be liable for any loss or damage arising from your failure to comply with these TOS.
You agree to indemnify and hold TaperMD, and its subsidiaries, affiliates, partners (including McMaster University, on behalf of its Department of Family Medicine, and the American Society of Consultant Pharmacists), and the parties from whom TaperMD licenses data with respect to the Services (the “Licensors”), and each of their respective directors, officers, employees, and agents (collectively, the “Indemnified Parties”) harmless from any and all losses, costs (including reasonable legal fees), obligations, liabilities, awards, judgements, fines, penalties, damages, or other charges (collectively, “Losses”) with respect to any claim, action, proceeding, demand, lawsuit, cause of action, or investigation of any nature whether at law or equity (collectively, “Claims”) by a third party arising from or related to your negligence or wilful misconduct, your violation of these TOS, your use of the Services (including but not limited to the provision of any medical guidance in reliance on the Services), or your violation of any rights of another person.
You also agree to indemnify and hold the Indemnified Parties harmless for any Losses arising from or related to your violation of these TOS or your negligence or wilful misconduct. The foregoing shall apply to direct Claims.
7. PAYMENT AND BILLING
From time to time, information on the Services may contain typos, inaccuracies, or omissions with respect to pricing, service offerings, promotional offers, and other matters. We reserve the right, without prior notice, to correct any errors, inaccuracies or omissions, to change or update information, and to refuse or cancel orders if any information on the Services contains a typo, inaccuracy, or omission at any time (including after you have submitted your order and after your credit card or other payment method have been charged).
YOU AGREE THAT WE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY BILLING AGENT WE USE) MAY CHARGE YOUR PAYMENT METHOD FOR ALL AMOUNTS DUE TO US WITHOUT ADDITIONAL NOTICE OR CONSENT UNLESS REQUIRED OTHERWISE BY LAW.
To the extent that you are required to make any payments to us in connection with the Services, if for any reason we do not receive payment from your credit card or other payment method issuer, then upon demand, you agree to pay the overdue amount by other means acceptable to us. We reserve the right to accept other forms of payment, and if we elect to invoice you for services, you agree to pay to us the amount indicated in each invoice by the due date reflected on the invoice. You shall reimburse us for all reasonable costs incurred by us in collecting past due amounts, including wire transfer fees, collection agency fees, reasonable legal fees and court costs. We may charge a fee for reinstatement of suspended or terminated accounts.
8. NO RESALE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, access to the Services or any proprietary information of TaperMD contained in the Services.
9. MODIFICATIONS TO SERVICES
TaperMD reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that TaperMD will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or your access thereto.
You agree that TaperMD, in its sole discretion, may terminate your password, account or use of the Services, and remove and discard any content accessible via the Services (provided that it is in compliance with applicable laws), for any reason, including, without limitation, for lack of use or if TaperMD believes that you have violated or acted inconsistently with the letter or spirit of the TOS. TaperMD may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, without notice. Further, you agree that TaperMD will not be liable to you or any third-party for any termination of your access to the Services or expungement of your information.
11. TaperMD’S PROPRIETARY RIGHTS
You acknowledge and agree that the Services and any proprietary software used in connection with the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content accessible via the Services and information presented to you through the Services is protected by the law of copyright, trade-mark, service mark, patent or other proprietary rights laws. Except as expressly authorized by TaperMD or its information partners, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, in whole or in part.
TaperMD grants you a personal, non-transferable and non-exclusive right to access and use the Services; provided that you do not (and do not allow any third party to) copy, modify, create any derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code for the Services, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Services or the underlying software. You agree not to obtain or attempt to obtain unauthorized access to the Services or the underlying software. You agree not to access the Services by any means other than through the interface that is provided by TaperMD for use in accessing the Services. You agree not to use the Services to generate revenue or for similar commercial purposes, nor are you permitted to incorporate the Services into an electronic medical record system. Without limiting the foregoing, the Services may be used by academic institutions for research purposes.
You represent and warrant that you own or otherwise control all the rights to the content that you post, that the content is accurate, and that use of the content you supply does not violate these TOS and will not cause injury to any person or entity. You represent and warrant that you will indemnify us for all claims resulting from content you supply. We have the right, but not the obligation, to monitor and edit or remove any activity or content, and we take no responsibility and assume no liability for any content posted by you or any third party.
If you provide TaperMD with any feedback on or comments regarding the Services, you grant us the right to use such feedback or comments for any purpose without restriction or payment to you.
12. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW:
a. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TaperMD EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. TaperMD MAKES NO WARRANTY THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED BY YOU AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TaperMD OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY OR OBLIGATION NOT EXPRESSLY STATED IN THE TOS
13. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW:
a. PIMs+, ITS SUBSIDIARIES, AFFILIATES, AND PARTNERS (INCLUDING MCMASTER UNIVERSITY, ON BEHALF OF ITS DEPARTMENT OF FAMILY MEDICINE, AND THE AMERICAN SOCIETY OF CONSULTANT PHARMACISTS), THE LICENSORS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS (COLLECTIVELY, THE “PIMs+ PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ONE OR MORE OF THE PIMs+ PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) YOUR ACCESS OR USE, OR YOUR INABILITY TO USE, THE SERVICES, SERVICES PROVIDED, DIRECTLY OR INDIRECTLY, THROUGH THE SERVICES OR IN CONNECTION WITH THE SERVICES (INCLUDING THE PROVISION OF GUIDANCE WITH RESPECT TO MEDICATION MANAGEMENT); (ii) THE COST OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.
b. IN NO EVENT SHALL THE PIMs+ PARTIES’ AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES OR CLAIMS RELATING TO THE SERVICES (INCLUDING ANY SERVICES PROVIDED BY PIMs+ PARTIES THROUGH THE SERVICES OR IN CONNECTION WITH THE SERVICES OR PROVIDED BY YOU, DIRECTLY OR INDIRECTLY, THROUGH THE SERVICES OR IN CONNECTION WITH THE SERVICES (INCLUDING THE PROVISION OF GUIDANCE WITH RESPECT TO MEDICATION MANAGEMENT)) EXCEED THE GREATER OF (I) $100; AND (II) THE AMOUNTS PAID BY YOU TO PIMs+ IN THE 6 MONTHS PRIOR TO THE BRINGING OF ANY CLAIM.
THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT THE PIMs+ PARTIES ARE THIRD PARTY BENEFICIARIES OF THESE TOS AND HAVE THE RIGHT TO ENFORCE THESE TOS AGAINST YOU.
THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
YOU ACKNOWLEDGE THAT THE TaperMD PARTIES ARE THIRD PARTY BENEFICIARIES OF THESE TOS AND HAVE THE RIGHT TO ENFORCE THESE TOS AGAINST YOU.
14. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL OR OTHER TYPES OF DAMAGES. IN THOSE JURISDICTIONS, THE WARRANTIES AND CONDITIONS OF TaperMD WILL BE THE MINIMUM REQUIRED BY LAW AND THE LIMITATION OF LIABILITY WILL BE AS BROAD AS MAY BE CONSTRUED BY APPLICABLE LAW.
Notices to you may be made via either e-mail or regular mail. The Services may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you via the Services.
16. TRADE-MARK INFORMATION
Without TaperMD’s prior permission, you agree not to display or use in any manner, any of TaperMD trade-marks, including “Pause and Monitor” or “TaperMD”.
17. APPLICABLE LAW; DISPUTE RESOLUTION; GENERAL INFORMATION
These TOS governs your use of and access to the Services, superseding any prior agreements between you and TaperMD respecting your use of and access to the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party content or third party software. The section titles in these TOS are for convenience only and have no legal or contractual effect.
These TOS and the relationship between you and TaperMD will be governed by the laws of the Province of Ontario and any federal laws applicable therein. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these TOS and is hereby expressly excluded.
The failure of TaperMD to exercise or enforce any right or provision of these TOS will not constitute a waiver of such right or provision. If any provision of these TOS is found by a court of competent jurisdiction to be invalid, the parties to these TOS (the “Parties”) nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of these TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action that you have arising out of or related to use of the Services or these TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
To the fullest extent permitted by applicable law, you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute, controversy or claim (a “Dispute”) arising out of or in connection with these TOS or your use of the Services. The foregoing shall not prohibit TaperMD from seeking an injunction outside the Province of Ontario.
The rights and obligations of the Parties set forth in this Section, Sections 6, 12, and 13, and any other provision in these TOS which, by its nature, should survive termination of these TOS, will survive any such termination.
WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND TaperMD MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. YOU AND TaperMD AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTES. UNLESS BOTH YOU AND TaperMD AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
18. ENGLISH LANGUAGE
The parties have required that this agreement and all documents and notices resulting from it be drawn up in English. Les parties aux présents ont exigés que la présente convention ainsi que tous les documents et avis qui s’y rattachent ou qui en découleront soit rédigés en la langue anglaise.