Introduction

Welcome to Fullscript.com, an online dispensary platform designed by Natural Partners Inc. to provide Patients and their Practitioners with access to the industry’s largest catalog of professional-grade supplements.

Please read these Terms of Service and Our Privacy Statement carefully, as Your use of Our Services, including Fullscript and Our website, constitutes Your agreement to be bound by both these Terms of Service and the Privacy Statement.

Corporate Information

Fullscript is owned and operated by Natural Partners Inc. Any questions or notices, unless otherwise specified in this Agreement, Our Privacy Statement, or applicable law, should be sent as follows to:

CANADA:

Natural Partners Inc.
245 Cooper Street, Suite 501
Ottawa, Ontario
, Canada
K1N 0G2

UNITED STATES:

Natural Partners Inc.
17250 North Hartford Drive, Suite 135
Scottsdale, Arizona, USA
85255

Definitions

Throughout this Agreement, We may use certain words or phrases, and it is important that You understand their meanings. For Your convenience, We have capitalized those words or phrases that are defined in this section. Please note that the headings contained in this Agreement are for reference only.

“Account” means either a Practitioner Account, Practitioner Seller Account, or Patient Account;

“Agreement” means these Terms of Service and Our Privacy Policy;

“Credit Card Information” means all information required of the User to process an online financial transaction using a credit card.

“Fullscript” means Natural Partners Inc., Our Site, Fullscript.com; Our Service(s); or a combination of all or some of the foregoing definitions, depending on the context of the word;

“Governmental Authority” means any national, state, provincial, local or other government—or subpart, agency or unit thereof—with jurisdiction over the sale of Product by Fullscript to Health Professionals, or by Health Professionals to Patients, or any Services furnished or received in connection with such transactions;

“Health Product Distributor” means a third party contracted with Fullscript which, on behalf of a Health Professional, ships Product(s) purchased by a Patient from that Health Professional directly to a Patient’s home. Some functions of the Health Product Distributor may be performed directly by Fullscript or an affiliate of Fullscript;

“Health Professional” means a licensed (if required by Law) person who uses Our Services to enhance the care provided to Patients under his or her care;

“Intellectual Property Rights” means all intellectual property rights, including intellectual property rights comprising or relating to: (a) inventions and patents; (b) trademarks, service marks and logos; (c) internet domain names registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software, code, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of these rights or forms of protection under the Laws of any jurisdiction throughout the world with respect to any of the foregoing, however arising in each case, whether registered or unregistered, and including all registrations and applications therefor, and renewals or extensions thereof;

“Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order, policy or other requirement or rule of law of any Governmental Authority;

“Payment Processor” means a third-party company which processes payments on behalf of Fullscript or a Health Professional;

“Patient” means a person who purchases Product(s) from a Health Professional;

“Patient Account” means a Fullscript account opened by a Patient to purchase Products on the Platform;

“Platform” means Fullscript’s proprietary platform through which Fullscript delivers Services;

“Practitioner Account” means a Fullscript account opened by a Health Professional through which the Health Professional can share healthcare recommendations with Patients;

“Practitioner Seller Account” means a Fullscript account opened by a Health Professional through which the Health Professional can sell Products to Patients;

“Products” means those items Purchased by Patients on the Fullscript platform;

“Product Listing” means the marketing and sales materials supplied by Suppliers related to the Products.

Protected Parties” has the meaning set forth in the section entitled “Indemnity and Limitation of Liability.”

“Sale Price” is the price that is charged by Health Professional to Patient. Health Professional in its sole discretion determines this price;

“Services” refers to the services that We provide or arrange for through Our Site, including Our Site itself, all services furnished to Health Professionals, and all services provided to Patients on behalf of Health Professionals, including order processing, payment collection and processing, shipping and tracking, website hosting, and any other support services provided for Patients on behalf of Health Professionals;

“Site” refers to Our website, www.Fullscript.com and the Platform and includes Health Professionals’ websites hosted by Us;

“Supplier” means a specific company that is in the business of manufacturing and/or selling specific Product(s);

“User” refers to Patients, Health Professionals, Health Product Distributors, and general visitors to Fullscript’s Site;

“We”, “Us”, or “Our” refers to Fullscript; and

“You” or “Yours” refers to you, the individual User who is entering into this Agreement with Fullscript.

Eligibility

In order to use Our Service, You must meet a number of conditions, including but not limited to:

  • You must know and abide by all Laws of the specific jurisdiction(s) in which You sell the Product(s), including, but not limited to, all Laws pertaining to professional licensing or conduct, dietary supplements, or taxes.
  • If You are a Canadian resident, You must properly report all income from sales to Patients as required to the Canada Revenue Agency, Ontario Ministry of Finance, and/or any other revenue agency which requires that You remit taxes to it. If You are a resident of the United States of America, You must properly report all income from sales to Patients as required by the Internal Revenue Service or any other applicable Governmental Authority. Regardless of residency, You acknowledge that Fullscript is not required to maintain records on Your behalf or to report any income or other information to relevant Governmental Authorities (unless otherwise required to do so by applicable Law).
  • You must charge Patients no more than is permitted under the Laws where You operate Your practice and/or the Patient resides.
  • You must not be in violation of any embargoes, export controls, or other Laws of Canada or the United States of America or other countries having jurisdiction over this Agreement, Fullscript, or You.
  • You must have reached the minimum age required to enter into a contract in the area in which You reside.
  • You must provide Us with accurate personal information, payment information, and other information that We deem necessary to provide You with Our Services.
  • You may not represent yourself acting on behalf of Fullscript as its agent or otherwise.

Right to Access and Rules of Use

Subject to the terms and conditions of these Terms of Service, and so long as Your Account is in good standing, Fullscript hereby grants to You, a limited, personal, revocable, non-exclusive, non-transferable right to access and use the Site solely for Your internal business purposes.

In addition to meeting the eligibility requirements discussed above, Users agree to comply with the following rules governing Your use of Our Services:

  • You shall not make any representations, warranties, guarantees, indemnities, commitments, or other similar claims actually, apparently, or ostensibly on behalf of Fullscript, Supplier, or any Health Product Distributor that are inconsistent with the Terms of Service or the information provided by Supplier regarding Product.
  • You shall not make any claims regarding the use of Products which do not explicitly appear on the label of Products or Supplier’s Product Listing.
  • You are exclusively responsible for, and Fullscript and Supplier disclaim any and all liability for, any statements that You may make regarding the Products to Patients, including any claims that a Product treats specific diseases or conditions that do not explicitly appear on the Product label or in Supplier’s Product Listing.
  • You shall not engage in any unfair, competitive, misleading or deceptive practices regarding the Product, Supplier, or Fullscript.
  • You shall not be permitted to sell certain natural health products without complying with applicable regulations set by Health Canada, the Food and Drug Administration, or various other governmental regulations or Laws as applicable.
  • You shall not post or send anything violent, indecent, obscene, threatening, pornographic, racist, hateful, libelous, defamatory or which discloses private or personal matters concerning any person other than yourself or otherwise objectionable, as determined in the exclusive discretion of Fullscript.
  • You shall refrain from the making of any fraudulent or negligent representations related to Fullscript, the Product(s), or Our Services.
  • You shall not infringe on anyone’s Intellectual Property Rights (including Fullscript’s Intellectual Property Rights), defame anyone, impersonate anyone, or otherwise violate the rights of a third party.
  • You shall not hack, crack, phish, SQL inject, or otherwise compromise the confidentiality, integrity, or availability of the Fullscript Site, Service, or its Users’ computers, including, without limitation, viruses, worms, time bombs, Trojan horses or any other contaminating or destructive code.
  • Except as expressly provided in these Terms of Service, You shall not use, modify, republish, frame, print, display, perform, reproduce, license, transfer, sell, assign, post, transmit, distribute, reverse engineer, create derivative works from, or otherwise exploit any content or information from the Site, in whole or in part, without Our express written permission.
  • You shall not use any robot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Site.
  • You may not do anything else which, in Fullscript’s sole discretion, may bring Fullscript or any of its Users into disrepute, or endanger the business or safety of Fullscript or any third party.
  • You must observe all directions and instructions given by Supplier in relation to the Product, including labeling, branding, directions, dosage, storage, and other directions.
  • You shall comply with all applicable Laws of any Governmental Authority with jurisdiction over Your actions, including the Laws applicable to any jurisdiction to which You arrange for the shipment of Product.
  • You may not sell any regulated goods unless You have complied with all governing regulations and Laws.
  • You shall not permit any other person (other than an agent acting on your behalf and subject to your direct supervision) to access the Services using Your Account information for any purpose.
  • You shall not interfere with other Users’ use of the Services, including, without limitation, spamming or otherwise using abusive tactics related to deter others from facilitating transactions.
  • You may not post or transmit charity requests, petitions for signatures, chain letters or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other Users to use goods or services that are not otherwise authorized as Products offered by Fullscript.

Our provision of Services to You is contingent on Your agreement with this and all other sections of this Agreement.

You hereby expressly acknowledge that You are solely and exclusively responsible for Your compliance with any and all applicable Laws and that Fullscript does not purport to offer any advice or information concerning potentially applicable Laws or compliance therewith. The reference to specific laws or regulations in this section or elsewhere in this Agreement shall not be read or construed to imply that such laws or regulations are applicable to You, nor that other laws or regulations are not applicable to You. Further, Fullscript expresses no opinion with respect to the appropriateness or legality of the resale or recommendation of Products to Patients by a Health Professional. It is Your responsibility to consult with appropriate legal counsel as necessary to ensure that You are informed of and in compliance with all applicable Laws.

Health Professional Licensing & Ethics

Most jurisdictions require that Health Professionals making recommendations to Patients on health-related matters be licensed to do so. Additionally, Governmental Authorities, professional organizations, or other regulating entities with jurisdiction over Health Professionals may require that certain ethical standards be followed. You may also be required to make certain disclosures to Patients or be limited in Your ability to charge Patients more than the Manufacturer’s Suggested Retail Price (MSRP) for Products. You agree to act in accordance with all licensing and ethical standards applicable to You as a Health Professional.

If You wish to use Our Services, Fullscript requires that You be authorized by the applicable Governmental Authority; by using Our Services, You hereby warrant that You are so authorized.

Accounts and Passwords

Certain features or services offered on or through the Site may require You to open an Account (including setting up a username and password).

YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR ACCOUNT INFORMATION, INCLUDING YOUR PASSWORD, AND FOR ANY AND ALL ACTIVITY THAT OCCURS UNDER YOUR ACCOUNT. YOU AGREE TO NOTIFY FULLSCRIPT IMMEDIATELY OF ANY UNAUTHORIZED USE OF YOUR ACCOUNT OR PASSWORD. YOU MAY NOT USE THE ACCOUNT, USER NAME OR PASSWORD OF ANY OTHER INDIVIDUAL OR COMPANY AT ANY TIME WITHOUT THE EXPRESS WRITTEN PERMISSION AND CONSENT OF THE HOLDER OF THE ACCOUNT, USERNAME OR PASSWORD. FULLSCRIPT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

  • Practitioner Accounts. Health Professionals seeking to make Product recommendations to Patients through the Platform but are not legally able to collect commissions under applicable Law (and thereby prohibit You from registering a Practitioner Seller Account) shall be limited to registering for a Practitioner Account. Fullscript requires Health Professionals to provide government issued identification and contact information in order to register for a Practitioner Account.
  • Practitioner Seller Accounts. Health Professionals seeking to sell Products through the Platform are required to register for Practitioner Seller Accounts. Fullscript requires Health Professionals to provide certain identification information and contact information to register for a Practitioner Seller Account, including legal name, address, social security number (SSN) or social insurance number (SIN), and proof of professional certifications. Health Professionals seeking to open a Practitioner Seller Account are also required to provide banking information to Fullscript’s Payment Processor so that payments for purchased Products can be processed.

Practitioner Seller Account Purchases, Payments and Sales Tax

Products sold through the Fullscript platform are quoted at Manufacturer’s Suggested Retail Price (MSRP). Health Professionals who are using a Practitioner Seller Account have the ability to discount the Sale price to no lower than the service fee earned by such health Professional from Fullscript noted below. You agree to abide by all applicable Laws and professional ethical guidelines for the Products You recommend when setting the Sale price.

For all Practitioner Seller Accounts, Fullscript collects its fee as a percentage of MSRP Manufacturer Suggested Retail Price for products, postage, handling, customer support, sales tax administration and payment processing services furnished by Fullscript to Your Patients on Your behalf. The balance is the service fee paid to You. The allocation of Fullscript’s fees relative to Your fee will be determined on a Product-by-Product basis and shall be disclosed to You in Your User Account. Fullscript reserves the right to modify these allocations in its sole discretion from time to time in its sole discretion without notice to You and all new Product orders after such changes will be subject to the new allocations. Please check daily for updates on fee allocations in Your Account.

We reserve the right to charge and collect for additional fees from the Patient such as shipping, handling and restocking fees. The Platform, in partnership with the Payment Processor, will process payments by Patients and will distribute from the proceeds, Fullscript’s fees, sales tax and shipping and handling fees, and the remaining proceeds will be distributed to the Practitioner Seller’s bank account.

Fullscript maintains responsibility for the collection and remittance of retail sales taxes for Products sold through the Fullscript platform. You agree to submit to Fullscript, at Our request, any required documentation, such as re-seller statements, to comply with the applicable Laws regarding waiver of sales tax collection.

Practitioner Accounts

Health Professionals who register for a Fullscript Practitioner Account may use Fullscript to recommend Products to Patients for purchase from Fullscript. However, unlike Practitioner Seller Accounts, Health Professionals will not have any say over the price any of Products.

Catalogue and Product Descriptions

All features, specifications, Products and prices of Products described on Fullscript are subject to change at any time without notice.  We make no representation as to the completeness, accuracy, or currency of any information on Fullscript. We reserve the right to make changes to information about price, description, or availability without notice. We have made every reasonable effort to display as accurately as possible the packaging of products that appear on Fullscript. The inclusion of any products or services on Fullscript does not imply or warrant that these Products or services will be available at any particular time.

Purchasing Orders

Fullscript, Suppliers and Health Product Distributors each reserve the right to limit quantities of Products available for sale or sold as well as the right at any time to reject, correct, cancel or terminate any order for any reason whatsoever. If the price of any Product ordered was incorrectly displayed on Fullscript, We will provide the User that places the order with an opportunity to place an order at the correct price. Fullscript also reserves the right to refuse any order placed with Us. Advertisements of Products for sale on Fullscript are invitations to Users to make offers to purchase Products and are not offers to sell. A User’s properly completed and submitted order constitutes such User’s offer to purchase the Products referenced in the order. An order is deemed to be accepted only if the User that places the order receives a confirmation on the Fullscript platform, or to such User’s email address, indicating that the order has been processed.

Payment Terms

The prices for Products are set out on Fullscript and all other applicable amounts, charges and taxes are indicated when Patient makes a purchase. Unless otherwise stated, all invoiced amounts are due upon receipt and processed immediately upon purchase confirmation using the credit card information on file for User placing the order.

Unless otherwise stated, all fees are quoted in Canadian Dollars for Patients in Canada and USD for Patients in the United States. Receipts for purchased Products will be delivered to the Patient via Fullscript or the email address associated with applicable User’s Account.

Shipping

Fullscript and/or the Health Product Distributor will ship Product in accordance with any Supplier instructions. Shipping policies related to delivery time and/or method may vary based on the Health Product Distributor furnishing the Product. For more information about shipping, please visit the website of the relevant Health Product Distributor.

Nature of Financial Accounts (Practitioner Seller Accounts)

The money held by Fullscript, in partnership with the Payment Processor, prior to distribution to a Practitioner Seller, is not a deposit insured by the Canada Deposit Insurance Corporation, the Federal Deposit Insurance Corporation, or any other entity. Fullscript is not licensed as a bank or other financial institution. You agree and acknowledge that Fullscript is not required to open a separate account for Your funds and may comingle funds to which You may be entitled in accounts with other funds. Fullscript shall attribute portions of commingled funds to You based on the records of transactions which Fullscript controls.

For Practitioner Seller Accounts, Fullscript may place a hold on funds as a matter of routine or in circumstances where it believes there is a high risk of chargebacks or of fraud, money laundering, or other unlawful activity. We may charge fees relating to the payment of funds (such as money order or wire transfer fees), which We will post on Our Site and/or notify You of by email.

Nature of Supplier and Health Product Distributor Accounts

One of the Services provided by Fullscript is the creation and management of Supplier and Health Product Distributor accounts. These accounts are managed by Fullscript to offer Health Professionals and their Patients access to a catalogue of top-quality products. Health Professionals who use both Practitioner Seller Accounts and Practitioner Accounts will be able to provide weblinks to the Suppliers and Product Distributors that they choose to work with.

Our Intellectual Property Rights

The Site contains copyrighted material, trademarks (including but not limited to the Fullscript trademark), service marks, trade dress, and other proprietary content, including but not limited to, text, software, applications, sound, photographs, buttons, images, logos, video, and graphics (the “Content”), and the entire selection, coordination, arrangement and “look and feel” of the Site and the Content are copyrighted as a collective work under copyright laws.

Fullscript’s Content is important because it distinguishes Fullscript from competitors and other websites in general, both to customers and to search engines. You agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the Site, including any Health Professional dispensary sites hosted by Fullscript, without receiving Our prior written permission. You further agree not to remove, alter or obscure any proprietary notice or legend of Fullscript, its suppliers or licensors.

Neither these Terms of Service nor Your use of the Site transfers any right, title or interest in the Site, Content, or Intellectual Property Rights to You. We and Our third-party licensors retain all of Our and their respective right, title, and interest to the Site, Content, and Intellectual Property Rights. Any rights not expressly granted are reserved.

Your Copyright

Fullscript permits Health Professionals to upload custom logos and make other modifications to personal dispensary websites provided by Fullscript and created by Health Professionals through the Platform and must be assured that it has the right to use the content that is posted to its Site by its Users. Such content may include, but is not limited to, photographs, videos, text, audio, and other materials. Whenever submitting content to the Site, You agree that You are granting Us a non-exclusive, universal, perpetual, irrevocable, sub-licensable, commercial and non-commercial right to use, distribute, sell, publish, and otherwise make use of the content that You submit to the Site. You warrant to Us that You have the right to grant Us this right over such content, and You agree to indemnify, defend and hold Us harmless for any losses, damages, expenses, liabilities and costs (including, without limitation reasonable attorneys’ fees and costs) resulting from a breach of this warranty pursuant to the Section entitled “Indemnity and Limitation of Liability” below.

In addition to the general license above, You agree that, notwithstanding any intellectual property legislation to the contrary, any arrangement of catalogue items or other data provided by Fullscript in relation to a site that We host for You in Your capacity as a Health Professional shall not attract any copyright or other legal protections, and does not preclude Fullscript or its other Users from arranging the same data in a same or similar manner. You agree that the conditions under this paragraph are necessary in order to prevent intellectual property disputes among many Users and/or Fullscript over the arrangement of data which is available for all

Users to use.

Revocation of Consent

We may revoke Our consent for Your use of Our intellectual property, or any other permission granted to You under this Agreement, at any time and in Our sole discretion. You agree that if We so request, You must take immediate action to remove any usage of Our intellectual property that You may have engaged in, even if it would cause a loss to You.

Copyright & Trademark Infringement

We take copyright and trademark infringement very seriously. If You believe that a Health Professional or other User has infringed on Your intellectual property rights in the United States, please notify Us immediately by sending full details to [email protected] When notifying Us of the alleged copyright infringement please provide Us with the following information:

  1. a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is claimed to have been infringed;
  2. identification of the copyrighted work alleged to have been infringed;
  3. a description of the material that is claimed to be infringing and information sufficient to locate the material on the Site;
  4. information sufficient to contact the complaining party, such as a physical address, telephone number, and, if available, an electronic mail address;
  5. a statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  6. a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on the copyright owner’s behalf.

If We in good faith believe material to infringe a copyright or otherwise violate any Intellectual Property Rights, We will remove or disable access to such material.

If You believe that a Health Professional or other User has infringed Your Canadian copyright, please notify Us immediately by sending full details to [email protected] with the following information:

  1. the claimant’s name and address;
  2. the copyright material that is alleged to have been infringed and the claimant’s interest or right with respect to that material;
  3. the location data (e.g. the web address or Internet address associated with the alleged infringement);
  4. the infringement that is alleged; and
  5. the date and time of the alleged infringement.

We will forward notices that comply with the above to the User.

Please be advised that false reports of infringement are defamatory and actionable, and a User affected by such false reports may seek an award of damages from You if such a report is made.

Libel and Slander

Defamation is prohibited by this Agreement, and We request that You notify Us at [email protected] if You believe any content on the Site is defamatory.

If in Canada, if You intend to file a claim against Us for libel, You must mitigate any of the alleged damages by serving Us with a Notice of Libel Action within six weeks of the date on which the alleged libel occurred, pursuant to Ontario’s Libel and Slander Act, R.S.O. 1990, c. L.12, s. 5 (1).

If in the United States, You agree to bring an action for libel in the state and federal courts located in Wilmington, Delaware within one (1) year from the date the allegedly libelous act occurred or be deemed forever waived.

Please address such notices to Us at:

CANADA:

Natural Partners Inc.
245 Cooper Street, Suite 501
Ottawa, Ontario
, Canada
K1N 0G2

UNITED STATES:

Natural Partners Inc.
17250 North Hartford Drive, Suite 135
Scottsdale, Arizona, USA
85255

Anti-Money Laundering

You agree that We may take steps to confirm Your identity, such as requesting a notarized copy of Your government identification and/or recent utility bill, in order to combat money laundering.

If You believe that a User is engaging in money laundering activities using Our Services, please contact Us immediately. You should also notify, if in Canada, the Financial Transactions and Reports Analysis Centre of Canada at 1-866-346-8722 (toll free), or, if in the United States, the appropriate state or federal agency with oversight.

Disclaimer of All Warranties

ALL PRODUCTS AND SERVICES ARE PROVIDED BY FULLSCRIPT AND PAYMENT PROCESSOR “AS IS,” AND WE HEREBY DISCLAIM ANY IMPLIED REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FULLSCRIPT MAKES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, CONTENT OR SERVICES, INCLUDING THOSE SERVICES PROVIDED BY THE PAYMENT PROCESSOR, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, ACCURACY, COMPLETENESS, VALIDITY, TIMELINESS, NON-INFRINGEMENT, RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE OPERATION OF THE SITE OR THE PROVISION OF THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED OR THAT THE SITE OR SERVICES WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES.

Indemnity and Limitation of Liability

You hereby agree to defend, indemnify, and hold Fullscript, along with its affiliates, subsidiaries, directors, officers, agents and employees (collectively, the “Protected Parties”), harmless for any and all damages, costs, claims, liabilities, losses, fees and expenses incurred by Fullscript or a third party arising from or related to Fullscript’s provision of Services to You or on Your behalf, including but not limited to any breach of a representation or warranty of this Agreement or Your use of Our Site or Services. You agree that this duty to defend extends to requiring You to pay for Our reasonable attorneys’ fees, court costs, expert witness fees and disbursements.

IN NO EVENT SHALL THE PROTECTED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT FULLSCRIPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT OF COMMISSIONS PAYABLE TO YOU FROM FULLSCRIPT HEREUNDER DURING THE THREE  (3) MONTHS PRECEDING THE FIRST CLAIM GIVING RISE TO A CAUSE OF ACTION HEREUNDER.

NONE OF PROTECTED PARTIES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSSES, DAMAGE  OR DESTRUCTION OF DATA, INCLUDING, WITHOUT LIMITATION, LOSS OF ALL YOUR ACCOUNT INFORMATION OR LOSS OF YOUR PRODUCT ORDER INFORMATION, THAT AND DAMAGES OR LOSSESS YOU INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THE SERVICE OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THE SERVICE AVAILABLE TO YOU OR COLLECTING THE DATA CONTAINED THEREIN, OR FROM ANY OTHER CAUSE RELATING TO YOUR (OR YOUR PATIENTS’) ACCESS TO OR YOUR (OR YOUR PATIENTS’) INABILITY TO ACCESS THE  SERVICE, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF ANY OF THE PROTECTED PARTIES. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF LIABILITY, AND EXCLUSIONS OF LIABILITY SHALL REMAIN IN EFFECT.

You agree that the Protected Parties are not responsible in any way for damages caused by third parties who may use Our Services or who provide Products or Services through the Site, including but not limited to people who commit intellectual property infringement, defamation, tortious interference with economic relations, or any other actionable conduct towards You. Further, You agree that the Protected Parties are not responsible for any failure of a third party to comply with or fulfill any contractual obligation, including but not limited to any actions taken by a Payment Processor to place a hold on Your funds, any failure by a Payment Processor to direct payments to the correct destination or by a Health Product Distributor with respect to shipping or delivery, or any disruptions, scheduled or unscheduled, intentional or unintentional, of Our Site which may prevent access temporarily or permanently. We are not responsible for any fraud, malpractice, negligence, or other torts by any third party.

For jurisdictions that do not allow Us to limit Our liability: Notwithstanding any provision of these Terms, if Your jurisdiction has provisions specific to waiver or liability that conflict with the above then Our liability is limited to the smallest extent possible by Law. Specifically, We do not disclaim liability which is not lawful to exclude, either now or in the future.

The provisions of this Section are for the benefit of the Protected Parties. Each of the Protected Parties shall have the right to assert and enforce those provisions directly against You on its own behalf.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. AS PART OF THIS AGREEMENT, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

Data Privacy & Security

Our privacy & security practices, as outlined in Our Privacy Statement and Terms of Service, covers only those activities that are subject to all applicable provisions of Canada’s and the United States of America’s federal, provincial, and state privacy laws. Fullscript’s policy is to operate in compliance with the privacy legislation within each jurisdiction in which we operate.

Fullscript will sign business associate agreements (BAAs) with Healthcare Professionals who require them in order to comply with the Health Insurance Portability and Accountability Act (HIPAA) and the Health Information Technology for Economic and Clinical Health Act (HITECH).

Choice of Law and Forum of Dispute

If You are a resident of Canada: You agree that all actions or proceedings arising out of, in connection with, or otherwise concerning this Agreement shall be governed by the laws in force in the Province of Ontario. The offer and acceptance of this Agreement are deemed to have occurred in the City of Ottawa in the Province of Ontario. You agree that any disputes arising from or relating to this Agreement or any acts or omissions by Fullscript will be heard solely within the Superior Court of Justice of Ontario – Small Claims Division (“Small Claims Court”) and that, even if the damages to which You are entitled exceed the monetary jurisdiction of the Small Claims Court, and even if You are entitled to equitable relief or other relief not eligible to be granted by the Small Claims Court, You will waive those excess monetary damages or equitable relief and bring the action in the Small Claims Court. This section limits Your right of redress under this Agreement to those rights given to You under Section 7 of the Consumer Protection Act, 2002, SO 2002, c 30, Sch A.

If You are a resident of the United States of America: You agree that all actions or proceedings arising out of, in connection with, or otherwise concerning this Agreement shall be tried and litigated exclusively in the state or federal courts located in Delaware and shall be governed by the laws of the State of Delaware. You hereby waive the right to contest exclusive venue in the courts of Delaware and irrevocably consent to the jurisdiction of the appropriate state or federal court in Delaware for the purposes of this Agreement.

Force Majeure

You agree that We are not responsible to You for anything that We may otherwise be responsible for, if it is the result of events beyond Our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond Our control.

Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Fullscript shall have the sole right to elect which provision remains in force.

Non-Waiver

Fullscript reserves all rights afforded to Us under this Agreement as well as under the provisions of any applicable Laws. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable Laws shall not be construed as a waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

Termination & Cancellation

We may terminate Your Account, access to the Site, or Our Services to You at Our discretion without explanation or prior notice, though We may, in Our sole discretion, provide a timely explanation. In You have ordered Product from Us directly, Our liability for refunding You, if You have paid anything to Us, will be limited to the amount You paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to Your breach of this Agreement, in which case You agree that We reserve the right offset Our reasonable assessment of potential damages attributed to Your breach against any sums owed to You.

Under no circumstances, including termination or cancellation of Our Services to You, will We be liable for any losses related to actions of other Users.

California Users and Residents

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Fullscript should be addressed to Our Data Privacy Officer and sent via certified mail to:

Attn: Data Privacy Officer
Natural Partners Inc.
17250 North Hartford Drive, Suite 135
Scottsdale, Arizona, USA
85255

California users are also specifically entitled to exercise their consumer rights by providing notice to The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs (DCA). The DCA may be contacted by telephone at 916-445-1254 or 800-952-5210 (toll free), or in writing at

Department of Consumer Affairs (DCA)
1625 North Market Blvd.
Sacramento, CA, 95834

Third Party Payment Service Provider

In both Canada and the United States, Fullscript uses a third party Payment Processor for certain payment services (e.g. card acceptance, merchant settlement, and related services). By making use of some or all of these payment services available through Fullscript, You agree to be bound by the applicable Payment Processor terms and conditions and privacy policy. The applicable policy may be found at the following link: for Canada—https://stripe.com/ca/terms; and for the United States—https://stripe.com/terms.

You hereby consent to and authorize Us to delegate the authorizations and share the information You provide to Us with the Payment Processor(s) to the extent required to provide the Services to You.

Assignment of Rights

You may not assign Your rights and/or obligations under this Agreement to any other party without Our prior written consent. We may assign Our rights and/or obligations under this Agreement to any other party at Our discretion.

Updates to this Terms of Service

We may update this Terms of Service from time to time. If We modify Our Terms of Service, We will post the revised version here, with an updated revision date. You agree to visit these pages periodically to be aware of and review any such revisions.

If We make material changes to Our Terms of Service, We may also notify You by other means prior to the changes taking effect, such as by posting a notice on Our websites or sending You a notification. By continuing to use Our Site after such revisions are in effect, You accept and agree to the revisions and to abide by them.

The NPFS Terms of Service was revised and posted as of January 7th, 2019.

Introduction

Welcome to Fullscript.com, an online dispensary platform designed by Natural Partners Inc. to provide Patients and their Practitioners with access to the industry’s largest catalog of professional-grade supplements.

Please read these Terms of Service and Our Privacy Statement carefully, as Your use of Our Services, including Fullscript and our website, constitutes Your agreement to be bound by both these Terms of Service and the Privacy Policy.

Corporate Information

Fullscript is owned and operated by Natural Partners Inc. Any questions or notices, unless otherwise specified in this Agreement, Our Privacy Statement, or applicable law, should be sent as follows to:

CANADA:

Natural Partners Inc.
245 Cooper Street, Suite 501
Ottawa, Ontario
, Canada
K1N 0G2

UNITED STATES:

Natural Partners Inc.
17250 North Hartford Drive, Suite 135
Scottsdale, Arizona, USA
85255

 

Definitions

Throughout this Agreement, We may use certain words or phrases, and it is important that You understand their meanings. For Your convenience, We have capitalized those words or phrases that are defined in this section. Please note that the headings contained in this Agreement are for reference only.

“Agreement” means these Terms of Service and Our Privacy Policy;

“Credit Card Information” means all information required of the User to process an online financial transaction using a credit card.

“Fullscript” means Natural Partners Inc., Our Site, Fullscript.com; Our Service(s); or a combination of all or some of the foregoing definitions, depending on the context of the word;

“Governmental Authority” means any national, state, provincial, local or other government—or subpart, agency or unit thereof—with jurisdiction over the sale of Product by Fullscript to Health Professionals, or by Health Professionals to Patients, or any Services furnished or received in connection with such transactions;

“Health Product Distributor” means a third party contracted with Fullscript which, on behalf of a Health Professional, ships Product(s) purchased by a Patient from that Health Professional directly to a Patient’s home. Some functions of the Health Product Distributor may be performed directly by Fullscript or an affiliate of Fullscript;

“Health Professional” means a licensed (if required by Law) person who uses Our Services to enhance the care provided to Patients under his or her care;

“Intellectual Property Rights” means all intellectual property rights, including intellectual property rights comprising or relating to: (a) inventions and patents; (b) trademarks, service marks and logos; (c) internet domain names registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software, code, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of these rights or forms of protection under the Laws of any jurisdiction throughout the world with respect to any of the foregoing, however arising in each case, whether registered or unregistered, and including all registrations and applications therefor, and renewals or extensions thereof;

“Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order, policy or other requirement or rule of law of any Governmental Authority;

“Payment Processor” means a third-party company which processes payments on behalf of Fullscript or a Health Professional;

“Patient” means a person who purchases Product(s) from a Health Professional;

“Patient Account” means a Fullscript account opened by a Patient to purchase Products on the Platform;

“Platform” means Fullscript’s proprietary platform through which Fullscript delivers Services;

“Products” means those items Purchased by Patients on the Fullscript platform;

“Sale Price” is the price that is charged by Health Professional to Patient. Health Professional in its sole discretion determines this price;

“Services” refers to the services that We provide or arrange for through Our Site, including Our Site itself, all services furnished to Health Professionals, and all services provided to Patients on behalf of Health Professionals, including,  order processing, payment collection and processing, shipping and tracking, website hosting, and any other support services provided for Patients on behalf of Health Professionals;

“Site” refers to Our website, www.Fullscript.com and the Platform and includes Health Professionals’ websites hosted by Us;

“Supplier” means a specific company that is in the business of manufacturing and/or selling specific Product(s);

“User” refers to Patients, Health Professionals, Health Product Distributors, and general visitors to Fullscript’s Site;

“We”, “Us”, or “Our” refers to Fullscript; and

“You” or “Yours” refers to you, the individual User who is entering into this Agreement with Fullscript.

Eligibility

In order to use Our Service, You must meet a number of conditions, including but not limited to:

  • You must not be in violation of any embargoes, export controls, or other Laws of Canada or the United States of America or other countries having jurisdiction over this Agreement, Fullscript, or You.
  • You must have reached the minimum age required to enter into a contract in the area in which You reside.
  • You must provide Us with accurate personal information, payment information, and other information that We deem necessary to provide You with Our Services.

Right to Access and Rules of Use

Subject to the terms and conditions of these Terms of Service, Fullscript hereby grants to You, so long as Your Patient Account is in good standing with Us, a limited, personal, revocable, non-exclusive, non-transferable right to access and use the Site solely for your individual personal use as a Patient of a Health Professional.

In addition to meeting the eligibility requirements discussed above, Users agree to comply with the following rules governing Your use of Our Services:

  • You shall not be permitted to sell certain natural health products without complying with applicable regulations set by Health Canada, the Food and Drug Administration, or various other governmental regulations or Laws as applicable.
  • You shall not post or send anything violent, indecent, obscene, threatening, pornographic, racist, hateful, libelous, defamatory or which discloses private or personal matters concerning any person other than yourself, or otherwise objectionable, as determined in the exclusive discretion of Fullscript.
  • You shall refrain from the making of any fraudulent or negligent representations related to Fullscript, the Product(s), or Our Services.
  • You shall not infringe on anyone’s Intellectual Property Rights (including Fullscript’s Intellectual Property Rights), defame anyone, impersonate anyone, or otherwise violate the rights of a third party.
  • Except as expressly provided in these Terms of Service, You shall not use, modify, republish, frame, print, display, perform, reproduce, license, transfer, sell, assign, post, transmit, distribute, reverse engineer, create derivative works from, or otherwise exploit any content or information from the Site, in whole or in part, without Our express written permission.
  • You may not do anything else which, in Fullscript’s sole discretion, may bring Fullscript or any of its Users into disrepute, or endanger the business or safety of Fullscript or any third party.
  • You must observe all directions and instructions given by Supplier in relation to the Product, including labeling, branding, directions, dosage, storage, and other directions.
  • You shall comply with all applicable Laws of any Governmental Authority with jurisdiction over Your actions, including the Laws applicable to any jurisdiction to which You arrange for the shipment of Product.
  • You may not sell any regulated goods unless You have complied with all governing regulations and Laws.
  • You cannot resell the Products You purchase to any third party.
  • You shall not hack, crack, phish, SQL inject, or otherwise compromise the confidentiality, integrity, or availability of the Fullscript Site, Service, or its Users’ computers, including, without limitation, viruses, worms, time bombs, Trojan horses or any other contaminating or destructive code.
  • You shall not use any robot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Site.
  • You shall not permit any other person (other than an agent acting on your behalf and subject to your direct supervision) to access the Services using Your Patient Account information for any purpose.
  • You shall not interfere with other Users’ use of the Services, including, without limitation, spamming or otherwise using abusive tactics related to deter others from facilitating transactions.
  • You may not post or transmit charity requests, petitions for signatures, chain letters or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other Users to use goods or services that are not otherwise authorized as Products offered by Fullscript.

Our provision of Services to You is contingent on Your agreement with this and all other sections of this Agreement.

You hereby expressly acknowledge that You are solely and exclusively responsible for Your compliance with any and all applicable Laws and that Fullscript does not purport to offer any advice or information concerning potentially applicable Laws or compliance therewith. The reference to specific laws or regulations in this section or elsewhere in this Agreement shall not be read or construed to imply that such laws or regulations are applicable to You, nor that other laws or regulations are not applicable to You. It is Your responsibility to consult with appropriate legal counsel as necessary to ensure that You are informed of and in compliance with all applicable Laws.

Accounts and Passwords

Certain features or services offered on or through the Site may require You to open a Patient  Account (including setting up a username and password).

YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR ACCOUNT INFORMATION, INCLUDING YOUR PASSWORD, AND FOR ANY AND ALL ACTIVITY THAT OCCURS UNDER YOUR ACCOUNT. YOU AGREE TO NOTIFY FULLSCRIPT IMMEDIATELY OF ANY UNAUTHORIZED USE OF YOUR ACCOUNT OR PASSWORD. YOU MAY NOT USE THE ACCOUNT, USER NAME OR PASSWORD OF ANY OTHER INDIVIDUAL OR COMPANY AT ANY TIME WITHOUT THE EXPRESS WRITTEN PERMISSION AND CONSENT OF THE HOLDER OF THE ACCOUNT, USERNAME OR PASSWORD. FULLSCRIPT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

Patients seeking to view Product recommendations from Health Professionals and make Product purchases through their Patient Account are required to register for a Patient Account. Patients are required to provide valid Credit Card Information to register, where the registered credit card will be used for payment of Products ordered through the Service. Patients shall promptly advise Fullscript if their Credit Card Information changes due to loss, theft, cancellation, expiry or otherwise and Patients shall be liable for any failure to pay fees attributable to such Credit Card Information.

Payments and Sales Tax

We reserve the right to charge and collect for additional fees from the Patient such as shipping and handling and restocking fees. The Platform, in partnership with the Payment Processor, will process payments by Patients and will distribute from the proceeds, Fullscript’s fees, sales tax and shipping and handling fees, and the remaining proceeds are distributed to the Practitioner Seller’s bank account.

Catalogue and Product Descriptions

All features, specifications, Products and prices of Products described on Fullscript are subject to change at any time without notice.  We make no representation as to the completeness, accuracy, or currency of any information on Fullscript. We reserve the right to make changes to information about price, description, or availability without notice. We have made every reasonable effort to display as accurately as possible the packaging of products that appear on Fullscript. The inclusion of any products or services on Fullscript does not imply or warrant that these Products or services will be available at any particular time.

Purchasing Orders

Fullscript, Suppliers and Health Product Distributors each reserve the right to limit quantities of Products available for sale or sold as well as the right at any time to reject, correct, cancel or terminate any order for any reason whatsoever.

If the price of any Product ordered was incorrectly displayed on Fullscript, we will provide Patient with an opportunity to place an order at the correct price. Fullscript also reserves the right to refuse any order placed with us.

Advertisements of Products for sale on Fullscript are invitations to Patients to make offers to purchase Products and are not offers to sell. Patients’ properly completed and submitted orders constitute a Patient’s offer to purchase the Products referenced in the order. An order is deemed to be accepted only if You receive a confirmation on the Fullscript platform, or to Your email address, indicating that the order has been processed.

Payment Terms

The prices for Products are set out on Fullscript and all other applicable amounts, charges and taxes are indicated when Patient makes a purchase. Unless otherwise stated, all invoiced amounts are due upon receipt and processed immediately upon purchase confirmation using the Credit Card Information on file for Patient. By making a purchase, Patient authorizes their Credit Card Information to be provided to Fullscript’s Payment Processor. Patient acknowledges and agrees that any terms of service of the Payment Processor will govern Patient’s agreement and interactions with the Payment Processor and that our Terms and policies do not govern.

Unless otherwise stated, all fees are quoted in Canadian Dollars for Patients in Canada and USD for Patients in the United States. Receipts for purchased Products will be delivered to the Patient via Fullscript or the email address associated with Patient’s Account.

Shipping

Fullscript and/or the Health Product Distributor will ship Product in accordance with any Supplier instructions. Shipping policies related to delivery time and/or method may vary based on the Health Product Distributor furnishing the Product. For more information about shipping, please visit the website of the relevant Health Product Distributor.

Chargebacks

If a chargeback or other payment reversal is initiated by a Patient, or a payment from a Patient is not successful, and the Product in relation to that payment is nonetheless shipped to the Patient, Patient agrees that it is jointly and severally liable to Fullscript and the Health Product Distributor for the amount which Fullscript has actually lost as a result of that transaction. Users may attempt to pursue legal action independently of Fullscript to recover any losses from Health Product Distributors and/or Patients.

Our Intellectual Property Rights

The Site contains copyrighted material, trademarks (including but not limited to the Fullscript trademark), service marks, trade dress, and other proprietary content, including but not limited to, text, software, applications, sound, photographs, buttons, images, logos, video, and graphics (the “Content”), and the entire selection, coordination, arrangement and “look and feel” of the Site and the Content are copyrighted as a collective work under copyright laws.

Fullscript’s Content is important because it distinguishes Fullscript from competitors and other websites in general, both to customers and to search engines. You agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the Site, including any Health Professional dispensary sites hosted by Fullscript, without receiving Our prior written permission. You further agree not to remove, alter or obscure any proprietary notice or legend of Fullscript, its suppliers or licensors.

Neither these Terms of Service nor Your use of the Site transfers any right, title or interest in the Site, Content, or Intellectual Property Rights to You. We and Our third-party licensors retain all of Our and their respective right, title, and interest to the Site, Content, and Intellectual Property Rights. Any rights not expressly granted are reserved.

Revocation of Consent

We may revoke Our consent for Your use of Our intellectual property, or any other permission granted to You under this Agreement, at any time. You agree that if We so request, You must take immediate action to remove any usage of Our intellectual property that You may have engaged in, even if it would cause a loss to You.

Copyright & Trademark Infringement

We take copyright and trademark infringement very seriously. If You believe that a Health Professional or other User has infringed on Your intellectual property rights in the United States, please notify Us immediately by sending full details to [email protected]. When notifying Us of the alleged copyright infringement please provide Us with the following information:

  1. a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is claimed to have been infringed;
  2. identification of the copyrighted work alleged to have been infringed;
  3. a description of the material that is claimed to be infringing and information sufficient to locate the material on the Site;
  4. information sufficient to contact the complaining party, such as a physical address, telephone number, and, if available, an electronic mail address;
  5. a statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  6. a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on the copyright owner’s behalf.

If We in good faith believe material to infringe a copyright or otherwise violate any Intellectual Property Rights, We will remove or disable access to such material.

If You believe that a Health Professional or other User has infringed Your Canadian copyright, please notify Us immediately by sending full details to [email protected] with the following information:

  1. the claimant’s name and address;
  2. the copyright material that is alleged to have been infringed and the claimant’s interest or right with respect to that material;
  3. the location data (e.g. the web address or Internet address associated with the alleged infringement);
  4. the infringement that is alleged; and
  5. the date and time of the alleged infringement.

We will forward notices that comply with the above to the User.

Please be advised that false reports of infringement are defamatory and actionable, and a User affected by such false reports may seek an award of damages from You if such a report is made.

Libel and Slander

Defamation is prohibited by these Terms of Service, and We request that You notify Us at [email protected] if You believe any Content on the Site is defamatory.

If in Canada, if You intend to file a claim against Us for libel, You must mitigate any of the alleged damages by serving Us with a Notice of Libel Action within six weeks of the date on which the alleged libel occurred, pursuant to Ontario’s Libel and Slander Act, R.S.O. 1990, c. L.12, s. 5 (1).

If in the United States, You agree to bring an action for libel in the state and federal courts located in Wilmington, Delaware within one (1) year from the date the allegedly libelous act occurred or be deemed forever waived.

Please address such notices to Us at:

CANADA:

Natural Partners Inc.
245 Cooper Street, Suite 501
Ottawa, Ontario
, Canada
K1N 0G2

UNITED STATES:

Natural Partners Inc.
17250 North Hartford Drive, Suite 135
Scottsdale, Arizona, USA
85255

Disclaimer of All Warranties

ALL PRODUCTS AND SERVICES ARE PROVIDED BY FULLSCRIPT AND PAYMENT PROCESSOR “AS IS,” AND WE HEREBY DISCLAIM ANY IMPLIED REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FULLSCRIPT MAKES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, CONTENT OR SERVICES, INCLUDING THOSE SERVICES PROVIDED BY THE PAYMENT PROCESSOR, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, ACCURACY, COMPLETENESS, VALIDITY, TIMELINESS, NON-INFRINGEMENT, RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE OPERATION OF THE SITE OR THE PROVISION OF THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED OR THAT THE SITE OR SERVICES WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES.

BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity and Limitation of Liability

You hereby agree to defend, indemnify, and hold Fullscript, along with its affiliates, subsidiaries, directors, officers, agents and employees, (collectively, the “Protected Parties”) harmless for any and all damages, costs, claims, liabilities, losses, fees and expenses incurred by Fullscript or a third party arising from or related to Fullscript’s provision of Services to You or on Your behalf, including but not limited to any breach of a representation or warranty of this Agreement or Your use of Our Site or Services. You agree that this duty to defend extends to requiring You to pay for Our reasonable attorneys’ fees, court costs, expert witness fees and disbursements.

You agree that We are not responsible in any way for damages caused by third parties who may use Our Services or who provide Products or Services through the Site, including but not limited to people who commit intellectual property infringement, defamation, tortious interference with economic relations, or any other actionable conduct towards You. Further, You agree that We are not responsible for any fraud, malpractice, negligence, or other torts by any third party.

THE TOTAL LIABILITY OF THE PROTECTED PARTIES, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY THE USER FOR PRODUCTS PURCHASED FOR THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE TIME WHEN THE CLAIM AROSE. IN NO EVENT SHALL ANY OF THE PROTECTED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE ARISING FROM ANY USE OF THE SERVICE OR THE PRODUCTS EVEN IF THE PROTECTED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NONE OF PROTECTED PARTIES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSSES, DAMAGE  OR DESTRUCTION OF DATA, INCLUDING, WITHOUT LIMITATION, LOSS OF ALL YOUR ACCOUNT INFORMATION OR LOSS OF YOUR PRODUCT ORDER INFORMATION, THAT AND DAMAGES OR LOSSES YOU INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THE SERVICE OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THE SERVICE AVAILABLE TO YOU OR COLLECTING THE DATA CONTAINED THEREIN, OR FROM ANY OTHER CAUSE RELATING TO YOUR ACCESS TO OR YOUR INABILITY TO ACCESS THE  SERVICE, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF ANY OF THE PROTECTED PARTIES. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF LIABILITY, AND EXCLUSIONS OF LIABILITY SHALL REMAIN IN EFFECT.

For jurisdictions that do not allow Us to limit Our liability: Notwithstanding any provision of these Terms, if Your jurisdiction has provisions specific to waiver or liability that conflict with the above then Our liability is limited to the smallest extent possible by Law. Specifically, We do not disclaim liability which is not lawful to exclude, either now or in the future.

The provisions of this Section are for the benefit of the Protected Parties. Each of the Protected Parties shall have the right to assert and enforce those provisions directly against you on its own behalf.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. AS PART OF THIS AGREEMENT, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

Data Privacy & Security

Our privacy & security practices, as outlined in Our Privacy Statement and this Terms of Service, covers only those activities that are subject to all applicable provisions of Canada’s and the United States of America’s federal, provincial, and state privacy laws. Fullscript’s policy is to operate in compliance with the privacy legislation within each jurisdiction in which we operate.

Fullscript will sign business associate agreements (BAAs) with Healthcare Professionals who require them in order to comply with the Health Insurance Portability and Accountability Act (HIPAA) and the Health Information Technology for Economic and Clinical Health Act (HITECH).

For questions pertaining to your Healthcare Professional’s compliance with the applicable laws and regulations in your area, please contact your Healthcare Professional directly.

Choice of Law and Forum of Dispute

If You are a resident of Canada: You agree that all actions or proceedings arising out of, in connection with, or otherwise concerning this Agreement shall be governed by the laws in force in the Province of Ontario. The offer and acceptance of this Agreement are deemed to have occurred in the City of Ottawa in the Province of Ontario. You agree that any disputes arising from or relating to this Agreement or any acts or omissions by Fullscript will be heard solely within the Superior Court of Justice of Ontario – Small Claims Division (“Small Claims Court”) and that, even if the damages to which You are entitled exceed the monetary jurisdiction of the Small Claims Court, and even if You are entitled to equitable relief or other relief not eligible to be granted by the Small Claims Court, You will waive those excess monetary damages or equitable relief and bring the action in the Small Claims Court. This section limits Your right of redress under this Agreement to those rights given to You under Section 7 of the Consumer Protection Act, 2002, SO 2002, c 30, Sch A.

If You are a resident of the United States of America: You agree that all actions or proceedings arising out of, in connection with, or otherwise concerning this Agreement shall be tried and litigated exclusively in the state or federal courts located in Delaware and shall be governed by the laws of the State of Delaware. You hereby waive the right to contest exclusive venue in the courts of Delaware and irrevocably consent to the jurisdiction of the appropriate state or federal court in Delaware for the purposes of this Agreement.

Force Majeure

You agree that We are not responsible to You for anything that We may otherwise be responsible for, if it is the result of events beyond Our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond Our control.

Severability

In the event that a provision of these Terms of Service is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Fullscript shall have the sole right to elect which provision remains in force.

Non-Waiver

Fullscript reserves all rights afforded to Us under this Agreement as well as under the provisions of any applicable Laws. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable Laws shall not be construed as a waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

Termination & Cancellation

We may terminate Your Patient Account, access to the Site, or Our Services to You at Our sole discretion without explanation or prior notice, though We may, in our discretion, provide a timely explanation. Our liability for refunding You, if You have paid anything to us, will be limited to the amount You paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to Your breach of this Agreement, in which case You agree that We are not required to provide any refund or other compensation whatsoever.

Under no circumstances, including termination or cancellation of Our Services to You, will We be liable for any losses related to actions of other Users.

California Users and Residents

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Fullscript should be addressed to Our Data Privacy Officer and sent via certified mail to:

Attn: Data Privacy Office
Natural Partners Inc.
17250 North Hartford Drive, Suite 135
Scottsdale, Arizona, USA
85255

California users are also specifically entitled to exercise their consumer rights by providing notice to The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs (DCA). The DCA may be contacted by telephone at 916-445-1254 or 800-952-5210 (toll free), or in writing at

1625 North Market Blvd.
Sacramento, CA, 95834

Third Party Payment Service Provider

In both Canada and the United States, Fullscript uses a third party Payment Processor for certain payment services (e.g. card acceptance, merchant settlement, and related services). By making use of some or all of these payment services available through Fullscript, You agree to be bound by the applicable Payment Processor terms and conditions and privacy policy. The applicable policy may be found at the following link: for Canada—https://stripe.com/ca/terms; and for the United States—https://stripe.com/terms.

You hereby consent to and authorize Us to delegate the authorizations and share the information You provide to Us with the Payment Processor(s) to the extent required to provide the Services to You.

Assignment of Rights

You may not assign Your rights and/or obligations under this Agreement to any other party without Our prior written consent. We may assign Our rights and/or obligations under this Agreement to any other party at Our discretion.

User Representations.

You represent and warrant that you are the age of majority in the state which You reside and that You possess the legal right and ability to enter into these Terms of Service and to use the Service in accordance with these Terms of Service. If You are not of majority age, You may have a parent or guardian accept these Terms of Service on Your behalf. You agree to be financially responsible for your use of the Service (as well as for use of Your account by others (whether authorized or unauthorized), including use by any minors living with You) and to comply with Your responsibilities and obligations as stated in these Terms of Service.

Updates to this Terms of Service

We may update this Terms of Service from time to time. If We modify our Terms of Service, We will post the revised version here, with an updated revision date. You agree to visit these pages periodically to be aware of and review any such revisions.

If We make material changes to our Terms of Service, We may also notify You by other means prior to the changes taking effect, such as by posting a notice on our websites or sending You a notification. By continuing to use Our website after such revisions are in effect, You accept and agree to the revisions and to abide by them.

The NPFS Terms of Service was revised and posted as of February 28th, 2019.