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.
9185 E Pima Center parkway, Suite 200 Scottsdale, AZ, USA

85258

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 comingled 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.

9185 E Pima Center parkway, Suite 200 Scottsdale, AZ, USA

85258

Integration with Third Party Applications.

  • We may offer You the ability to integrate some of your third party applications with our Site or be able to offer you third party applications through our Site for a seamless user experience. Subject to the exception set forth below, these integrations are being provided as an accommodation only.
  •  If You have requested the integration so that You can exchange data between the Site and to Your third party applications provider seamlessly, then You will be responsible to instruct Fullscript as to what can be shared with such third party applications and Fullscript will only be responsible to account for data that it directly controls and not with respect to any data You’ve controlled by such third party application provider. You are responsible for communicating with the third party application provider as to what they can do with the data they receive through the Fullscript Site and may not submit instructions through Fullscript. Fullscript accepts no responsibility for data once its transmitted to these third parties, including, without limitation, (a) consumer or Your requests for access, deletion or modification of such data; (b) breach incidents with respect to the third party service provider; or (c) regulatory audits. Fullscript will only respond to requests based upon data under its own control.
  • The foregoing restriction shall not, however, apply with respect to third party applications subscribed to you through the Site whereby you are paying Fullscript for the third party application as an add-on module. In such case, FullScript will be responsible to process all such data in accordance with Your instructions.

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.

9185 E Pima Center parkway, Suite 200

Scottsdale, AZ, USA

85258

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 July 6th, 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.

Thank you for using the API, other developer services, and associated software (each ,an “API,” collectively, the “APIs”) of Natural Partners Inc (hereinafter referred to as “Fullscript”, “We”, “Our(s)”, or “Us”). By accessing or using Our APIs, you are agreeing to these terms of service (the “Terms”). If there is a conflict between these Terms and additional terms applicable to a specific API, the additional terms will control for that conflict but only with respect to that specific API. Collectively, the Terms include any additional terms within the accompanying API documentation, and any applicable policies and guidelines We currently utilize or may later adopt, from time to time and in Our sole discretion. You agree to comply with these Terms and that the Terms control your relationship with Us. Please read all the Terms carefully. If you use the APIs as an interface to, or in conjunction with other Fullscript products or services, then the terms for those other products or services also apply.

Section 1: Account and Registration

  1. Accepting the Terms

You may not use the APIs and may not accept the Terms if you are a person barred from using or receiving the APIs under the applicable laws of the United States, Canada, or other countries including the country in which you are resident or from which you use the APIs.

  1. Entity Level Acceptance

If you are using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to “you” in the Terms refer to that entity).

  1. Registration

In order to access certain APIs you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. Any registration information you give to Fullscript will always be accurate and up to date and you’ll inform Us promptly of any updates.

Section 2: Using Our APIs

  1. Your End Users

You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, or the Terms.

  1. Compliance with Law, Third Party Rights, and Other Fullscript Terms of Service

You will comply with all applicable laws, regulations, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use the APIs to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with Fullscript (or its affiliates).

  1. Permitted Access

You will only access (or attempt to access) an API by the means described in the documentation of that API. If Fullscript assigns you developer credentials (e.g. client IDs), you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Client’s identity when using the APIs or developer accounts.

  1. API Limitations

Fullscript sets and enforces limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), at Our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain Fullscript’s express consent (and Fullscript may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact the Fullscript API team for information, at [email protected]

  1. Open Source Software

Some of the software required by or included in Our APIs may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is listed in the documentation. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with Fullscript for the applicable open source software.

  1. Communication with Fullscript

We may send you certain communications in connection with your use of the APIs. Please review the applicable API documentation for information about opting out of certain types of communication. For further information regarding Fullscript’s communication with you, please refer to Our privacy statement.

  1. Feedback

If you provide feedback or suggestions about Our APIs, then We (and those We allow) may use such information without obligation to you.

  1. Non-Exclusivity

The Terms are non-exclusive. You acknowledge that Fullscript may develop products or services that may compete with the API Clients (defined below) or any other products or services you develop.

Section 3: Your API Clients

  1. API Clients and Monitoring

The APIs are made available to either: (a) offer your web-based software application to Fullscript’s customers through its own online service as a value added reseller  (a “VAR Solution”), or (b) to help mutually shared customers to utilize both Fullscript’s services and your web-based software application in a seamless and efficient manner (an “Integration Solution”). For the purposes of these Terms, “API Client” means your web-based software application. YOU AGREE THAT FULLSCRIPT MAY MONITOR USE OF THE APIs TO ENSURE QUALITY, IMPROVE FULLSCRIPT PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include Fullscript accessing and using your API Client, for example to identify security issues that could affect Fullscript or its customers. You will not interfere with this monitoring. Fullscript may use any technical means to overcome such interference. Fullscript may suspend access to the APIs by you or your API Client without notice if We reasonably believe that you are in violation of the Terms.

  1. Security

You will use industry best-practices to protect user information collected by your API Client, including personally identifiable information (“PII”), from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.

  1. Ownership

Fullscript does not acquire ownership in your API Client, and by using Our APIs, you do not acquire ownership of any rights in Our APIs or the content or software that is accessed through Our APIs. All rights not expressly granted to you under the Terms are expressly reserved.

  1. User Privacy and API Clients

You will comply with all applicable privacy laws and regulations including those applying to PII that We may supply to you at the direction of Our customer (i.e. data mapping to your API Client).

If your integration is part of a VAR Solution, you will be considered a sub-processor of data supplied by Our customers through us, and shall comply with Our Data Processing Agreement which can be found at the url https://www.fullscript.com/dataprocessingagreement. This Data Processing Agreement is incorporated into and attached to these Terms by this reference and may be modified from time to time, in Our discretion and shall be binding upon written notice to you.

If your integration is part of an Integration Solution, you will provide and adhere to a privacy policy for your API Client that clearly and accurately describes to Our mutually shared customers what user information you collect and how you use and share such information (including for advertising) with Fullscript and third parties. Each of Us will be considered data processors to Our common customer and shall each only be responsible for the PII that We individually process on behalf and at the direction of such customer.

Section 4: Prohibitions and Confidentiality

  1. API Prohibitions

When using the APIs, you may not (or allow those acting on your behalf to):

  1. Sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as a Fullscript API and offer it for use or license by third parties.
  2. Perform an action with the intent of introducing to Fullscript products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
  3. Defame, abuse, harass, stalk, or threaten others.
  4. Interfere with or disrupt the APIs or the servers or networks providing the APIs.
  5. Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
  6. Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
  7. Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage.
  8. Remove, obscure, or alter any Fullscript terms of service or any links to or notices of those terms.

If you are (or become) a “covered entity” or “business associate” as defined in HIPAA, and you are characterized as an Integration Solution, you will not use the APIs for any purpose or in any manner involving transmitting protected health information (“PHI”) to Fullscript unless you have received prior written consent to such use from both Fullscript and the customer.

  1. Confidential Matters
  1. Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify your API Client. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials. Developer credentials may not be embedded in open source projects. If, for any reason, your log-in credentials have been lost or stolen, you shall immediately contact Us to reset them as Fullscript will not take any responsibility for your failure to do so in a timely fashion.
  2. Our communications to you and Our APIs may contain Fullscript confidential information. Fullscript confidential information includes any materials, communications, and information that are marked confidential or that would reasonably be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without Fullscript’s prior written consent. Fullscript confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose Fullscript confidential information when compelled to do so by law if you provide Us reasonable prior notice, unless a court orders that We not receive notice.

Section 5: Content

  1. Content Accessible Through Our APIs

Our APIs may contain some third party content (such as text, images, videos, audio, or software). This content is the sole responsibility of the person that makes it available. We may sometimes review content to determine whether it is illegal or violates Our policies or the Terms, and We may remove or refuse to display content. Finally, content accessible through Our APIs may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.

  1. Submission of Content

Some of Our APIs may allow the submission of content. Fullscript does not acquire any ownership of any intellectual property rights in the content that you submit to Our APIs through your API Client, except as expressly provided in the Terms. For the sole purpose of enabling Fullscript to provide, secure, and improve the APIs (and the related service(s)) and only in accordance with the applicable Fullscript privacy policies, you give Fullscript a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to or from the APIs through your API Client. “Use” means use, host, store, modify, communicate, and publish. Before you submit content to Our APIs through your API Client, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant Us the license.

  1. Retrieval of content

When a user’s non-public content is obtained through the APIs, you may not expose that content to other users or to third parties without explicit opt-in consent from that user.

  1. Data Portability

For as long as you use or store any user data that you obtained through the APIs, you agree to enable your users to export their equivalent data to other services or applications of their choice in a way that’s substantially as fast and easy as exporting such data from Fullscript’s own platform, subject to applicable laws, and you agree that you will not make that data available to third parties who do not also abide by this obligation.

  1. Prohibitions on Content

You will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from the APIs:

  1. Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
  2. Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
  3. Misrepresent the source or ownership;
  4. Use, share, publish or transmit the content which contains PII without the express written consent of the owner of that PII; or
  5. Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.

Section 6: Brand Features; Promotional and Marketing Use

  1. Brand Features

“Brand Features” is defined as the tradenames, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Unless otherwise expressly stated, the Terms do not grant either party any right, title, or interest in or to the other party’s Brand Features. All use by you of Fullscript’s Brand Features (including any goodwill associated therewith) will inure to the benefit of Fullscript.

  1. Publicity

You will not make any statement regarding your use of an API which suggests a partnership with, sponsorship by, or endorsement by Fullscript without Fullscript’s prior written approval.

  1. Promotional and Marketing Use

In the course of promoting, marketing, or demonstrating the APIs you are using and the associated Fullscript products, Fullscript may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client, and may use your company or product name. You grant Us an irrevocable, worldwide, perpetual, transferable, royalty-free, fully paid up license to use the above materials for the above listed purposes.

Section 7: Privacy and Copyright Protection

  1. Fullscript Privacy Policies

By using Our APIs, Fullscript may use submitted information in accordance with Our privacy policies.

  1. Fullscript DMCA Policy

We provide information to help copyright holders manage their intellectual property online, but We can’t determine whether something is being used legally or not without their input. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.

If you believe that your work has been copied in a way that constitutes copyright infringement, in accordance with the Digital Millennium Copyright Act, please provide the following information to Our agent:

(a) a description of the copyrighted work that you claim has been infringed;

(b) an electronic or physical signature of the person authorized to act on behalf of the copyright owner;

(c) a description of where the material you claim is infringing is located on the Company Platform;

(d) your telephone number, mailing address, and email address;

(e) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(f) A statement made by you, under the penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf; and

(g) Our agent may be contacted as follows: [email protected]

Section 8: Termination

  1. Termination

You may stop using Our APIs at any time with or without notice. Further, if you want to terminate the Terms, you must provide Fullscript with prior written notice and upon termination, cease your use of the applicable APIs. Fullscript reserves the right to terminate the Terms with you or discontinue the APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.

  1. Your Obligations Post-Termination

Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API, and delete any cached or stored content that was permitted by the cache header under Section 5. Fullscript may independently communicate with any account owner whose account(s) are associated with your API Client and developer credentials to provide notice of the termination of your right to use an API.

  1. Surviving Provisions

When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 4b, 5, 8, 9, and 10.

Section 9: Liability for Our APIs

  1. WARRANTIES

EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER FULLSCRIPT NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE APIs. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIs, THE SPECIFIC FUNCTIONS OF THE APIs, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIs “AS IS”.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

  1. LIMITATION OF LIABILITY

WHEN PERMITTED BY LAW, FULLSCRIPT, AND FULLSCRIPT’S SUPPLIERS AND OTHER THIRD-PARTY VENDORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF FULLSCRIPT, AND ITS SUPPLIERS AND OTHER THIRD-PARTY VENDORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE APIs (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIs AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

IN ALL CASES, FULLSCRIPT, AND ITS SUPPLIERS AND OTHER THIRD-PARTY VENDORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

  1. Indemnification

Unless prohibited by applicable law, you will defend, indemnify and hold harmless Fullscript, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any claims or proceedings to the extent arising from allegations of:

  1. your misuse or your end user’s misuse of the APIs;
  2. your violation or your end user’s violation of the Terms; or
  3. any content or data routed into or used with the APIs by you, those acting on your behalf, or your end users.

Section 10: General Provisions

  1. Modification

We may update the Terms from time to time. If We modify Our Terms, 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, 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.

  1. U.S. Federal Agency Entities

The APIs were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

  1. General Legal Terms

We each agree to contract in the English language. If We provide a translation of the Terms, We do so for your convenience only and the English Terms will solely govern Our relationship. The Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party’s ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond Our reasonable control. If you do not comply with the Terms, and Fullscript does not take action right away, this does not mean that Fullscript is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The Terms are the entire agreement between you and Fullscript relating to its subject and supersede any prior or contemporaneous agreements on that subject. These Terms  constitute the entire Agreement between Fullscript and you with respect to your access and use of the API’s. Any failure by Us to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms. If any provision hereof shall be held to be invalid or unenforceable, then such provision shall be reformed to the extent necessary to make such provision valid and enforceable when so applied. We may assign Our rights and duties under these Terms to any party at any time without notice to you. If you have any further questions regarding the Terms, please contact [email protected].Except as set forth below: (i) the laws of Delaware, U.S.A. will apply to any disputes arising out of or related to these Terms  (including any breach thereof) or your use of the APIs and (ii) YOU AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF, IN CONNECTION WITH, OR OTHERWISE CONCERNING THE TERMS SHALL BE TRIED AND LITIGATED EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN WILMINGTON, 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 WILMINGTON, DELAWARE FOR THE PURPOSES OF THE TERMS.

Introduction

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

If you are a Service Provider, please read this Data Processing Agreement (‘Terms’) carefully, as Your Processing of Fullscript’s (Data Controller’s)  data constitutes Your agreement to be bound by these Terms.

Corporate Information

Fullscript is owned and operated by Natural Partners Inc. Any questions or notices, unless otherwise specified in these Terms, or applicable law, should be sent by email, to <[email protected]>, or by letter mail as follows to:

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

UNITED STATES:
Natural Partners Inc.
9185 E Pima Center parkway, Suite 200
Scottsdale, AZ, USA
85258

WHEREAS:

Within the context of these Terms, You are the ‘Data Processor’, and Fullscript is the ‘Data Controller’.

In connection with the Service Agreement, certain Personal Data concerning Data Subjects (both as defined below) may be transferred from the Data Controller to the Data Processor. These Terms are intended to govern such transfers.

DEFINITIONS:

Throughout these Terms, 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 document are for reference only.

For the purposes of these Terms:

Applicable Data Protection law” (Law) means any law in Canada or the United States of America (“USA”) which may apply to the terms of these Terms and which may vary from time to time;

“Applicable Regulatory Bodies” (Regulator) means any public authority or government agency in Canada or the USA responsible for exercising autonomous authority over some aspect of the Data Controller’s or Data Processor’s business in a regulatory or supervisory capacity.

“Data Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data;

“Data Incident” (Incident) means a Personal Data breach or a potential data breach, as discovered or suspected by the Data Processor

“Data Processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller;

“Data Subject” means an individual who is the subject of Personal Data;

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

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

“Personal Data” means any information relating to an identified or identifiable natural person (‘Data Subject’);

“Processing” means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;

“Prompt Notice” shall mean 72 hours unless otherwise expressly stated in these Terms;

 “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;

“Service Agreement” refers to the contracted agreement which covers the Terms of Payment and the Service Level Agreement (SLA) between You and Natural Partners Inc.

“Terms of Payment” refers to the part of the Service Agreement which defines the payment conditions between You (the Service Provider) and Natural Partners Inc.

“Service Provider” refers to You, the Data Processor, who provides services to Natural Partners Inc. (Data Controller).

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

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

“You” or “Yours” refers to you, the Data Processor who is Processing Fullscript’s (Data Controller’s) data.

These Terms, including these definitions and its recitals and schedules, is a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.

  1. TERMS

The Data Processor and Data Controller agree that:

    1. The Data Controller and the Data Processor acknowledge that, for the purposes of the Applicable Data Protection Law (as amended), We are the Data Controller and You are the Data Processor in respect of any Personal Data.
    2. The Data Processor shall process Personal Data only for the limited purposes of carrying out their obligations arising under these Terms and at the direction of the Data Controller. Only the Data Controller can determine the scope, purposes and manner in which Personal Data may be processed.
    3. The Data Controller shall instruct the Data Processor to process the Personal Data in any manner that may reasonably be required in order for the Data Processor to carry out the processing in compliance with these Terms and in compliance with Applicable Data Protection law. Pursuant to the foregoing, the Data Processor will only process the Personal Data on documented instructions of the Data Controller in such manner as,and to the extent that, this is appropriate for the performance of Data Processor’s obligations under the Service Agreement, except as required to comply with a legal obligation to which the Data Processor is subject. In such a case, the Data Processor shall inform the Data Controller of that legal obligation before Processing, unless that law explicitly prohibits the furnishing of such information to the Data Controller. The Data Processor shall never process the Personal Data in a manner inconsistent with the Data Controller’s documented instructions. The Data Processor shall immediately inform the Data Controller if, in its opinion, an instruction infringes Applicable Data Protection Law.
    4. The Data Controller shall refrain from providing instructions which are not in accordance with applicable laws including Applicable Data Protection law, and, in the event that such instructions are given, the Data Processor is entitled to resist carrying out such instructions.
    5. These Terms shall continue for at least as long as Data Processor is in possession of Personal Data, or its derivatives, belonging to Data Controller.
    6. The Parties have entered into a Service Agreement in order to benefit from the expertise of the Data Processor in securing and processing Personal. Subject to Section 1.3 above, the Data Processor shall be allowed to exercise its own discretion in the selection and use of such means as it considers necessary to pursue this data processing, subject to the requirements of these Terms.
  1. REGULATORY COMPLIANCE

To the extent required by law or regulation:

    1. The Data Processor shall cooperate with the Regulator in connection with any activities performed by the Data Processor;
    2. The Data Controller, its auditors and the Regulator shall have effective access to data related to such activities, as well as effective access to the Data Processor’s business premises;
    3. The Regulator shall have without notice the right of access to the Data Processor’s business premises for purposes pertaining to these Terms; and
    4. The Data Processor shall give prompt notice to the Data Controller of any development that may have a material impact on the Data Processor’s ability to perform services effectively under these Terms and in compliance with applicable laws and regulatory requirements.
  1. OBLIGATIONS OF THE DATA CONTROLLER

The Data Controller warrants and undertakes that:

    1. The Personal Data has been collected, processed and transferred in accordance with all Applicable Data Protection law.
    2. It has used reasonable efforts to determine that the Data Processor is able to satisfy its legal obligations under this Agreement.
    3. It will respond to enquiries from Data Subjects and Regulators concerning processing of the Personal Data by the Data Controller, unless the parties have agreed that the Data Processor will so respond, in which case the Data Controller will still respond to the extent reasonably possible and with the information reasonably available to it if the Data Processor is unwilling or unable to respond. Responses will be made within a reasonable time and in accordance with the Applicable Data Protection law.
  1. OBLIGATIONS OF THE DATA PROCESSOR

The Data Processor warrants and undertakes that:

    1. It will comply with all applicable law including Applicable Data Protection law in its performance of its obligations to the Data Controller.
    2. It will only process the Personal Data on the instructions of the Data Controller per Section 1.3 above.
    3. It will not appoint sub-processors to process the Personal Data on its behalf without the prior written approval of the Data Controller, which approval may be withheld in its sole discretion.
    4. Once approved by the Data Controllers, sub-processors will only process the Personal Data on the instructions of the Data Processor and the Data Processor will put in place a legal agreement in writing to govern the sub-processing. Data Processor will remain primarily liable for the acts or omissions of its sub-processors.
    5. It will have in place appropriate technical and organisational measures to protect the confidentiality of the Personal Data and to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.
    6. It will obtain guarantees from any sub-processors processing the Personal Data, that they will have in place appropriate technical and organisational measures to protect the confidentiality of the Personal Data and to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.
    7. It will have in place procedures so that any individual party it authorizes to have access to the Personal Data, including employees of the Data Processor, will respect and maintain the confidentiality and security of the Personal Data. Any person acting under the authority of the Data Processor shall be obligated to process the Personal Data only on instructions from the Data Processor. This provision does not apply to persons authorized or required by law or regulation to have access to the Personal Data.
    8. It will not disclose any Personal Data to a third party in any circumstances other than at the specific written request of the Data Controller, unless such disclosure is necessary in order to fulfil the obligations of the Service Agreement, or is required by applicable law.
    9. It will give the Data Controller Prompt Notice of any request for information by the Regulator and will not disclose any Personal Data without the prior consent of the Data Controller.
    10. It will give the Data Controller Prompt Notice of any complaint, notice or communication received which relates directly or indirectly to the processing of the Personal Data, or other connected activities, or which relates directly or indirectly to the compliance of the Data Processor and/or the Data Controller with relevant applicable law including Applicable Data Protection Law.
    11. It will give the Data Controller Prompt Notice of any Incident, and the Data Processor will cooperate with the Data Controller in implementing any appropriate action concerning the Incident as the case may be, including corrective actions.
    12. It will delete from its systems all soft copies of any Personal Data and return all soft and hard copy documentation on the completion of the Service Agreement or on request from the Data Controller and will do so in a timely manner, giving a written confirmation of same having been done. The only exception to this Section 4.12 shall be where the Data Processor shall have a legitimate reason, which is confirmed by the Data Controller, to continue to process particular data or where it is legally required to maintain data records.
    13. Without prejudice to other legal provisions concerning the Data Subject’s right to compensation and the liability of the parties generally, as well as legal provisions concerning fines and penalties, the Data Processor will carry full liability in the instance where it or its sub-processor is found to have infringed applicable law including Applicable Data Protection law through its processing of the Personal Data.
    14. It has no reason to believe, at the time of entering into this Agreement, of the existence of any reason that would have a substantial adverse effect on the guarantees provided for under this Agreement, and it will inform the Data Controller (which will pass such notification on to the Regulator where required) if it becomes aware of any such reason.
    15. It will process the Personal Data for purposes described in Schedule 1, and has the legal authority to give the warranties and fulfil the undertakings set out in this Agreement.
    16. It will identify to the Data Controller a contact person within its organisation authorised to respond to enquiries concerning processing of the Personal Data, and will cooperate in good faith with the Data Controller, the Data Subject and Regulators concerning all such enquiries within a reasonable time (as determined by Applicable Data Protection Law).
    17. It will register with Regulators in accordance with the Applicable Data Protection Law and do all things necessary to comply with the Applicable Data Protection Law and be responsible in accordance with law, both statutory and common law to Data Subjects for any infringement of privacy or disclosure arising from its negligence, howsoever caused.
    18. It will be capable of demonstrating its compliance with the obligations of Applicable Data Protection Law.
  1. RIGHT OF AUDIT

    1. Upon reasonable request of the Data Controller, the Data Processor will submit, and/or as appropriate its sub-processors will submit, pertinent data relating to processing facilities, data files and documentation used for processing, reviewing, auditing and/or certifying by the Data Controller (or any independent or impartial inspection agents or auditors, selected by the Data Controller and not reasonably objected to by the Data Processor) to ascertain compliance with the warranties and undertakings in these Terms, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a Regulator within the country of the Data Controller.
  1. DATA SUBJECTS’ RIGHTS

    1. The Data Processor will assist the Data Controller, whenever reasonably required, in so far as possible, to fulfil the Data Controller’s obligation to respond to requests for exercising the Data Subject’s rights as provided under Applicable Data Protection Law and the Data Processor will have the appropriate organizational and technical measures in place to deal with Data Subject requests.
  1. LIABILITY AND INDEMNITY

    1. The Data Processor will not be liable for any claim brought by a Data Subject arising from any action by the Data Processor to the extent that such action resulted directly from the Data Controller’s instructions.
    2. Except as provided for in Section 7.1, the Data Processor shall indemnify, defend and hold harmless the Data Controller from any costs, damages, liabilities expenses, penalties or monetary fines (including, without limitation, reasonable attorneys’ fees and cost) imposed on the Data Controller by the Regulator that results from the Data Processor’s breach of its obligations under these Terms.
    3. In the event that any claim is brought against the Data Controller by a Data Subject arising from any action by the Data Processor, to the extent that such action did not result directly from the Data Controller’s express written instructions, the Data Processor shall indemnify and keep indemnified and defend at its own expense the Data Controller against all costs, claims, damages or expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred by the Data Controller or for which the Data Controller may become liable due to any failure by the Data Processor or its directors, officers, employees, agents or contractors to comply with any of its obligations under these Terms.
    4. In the event that any claim is brought against the Data Processor by a Data Subject arising from any action or omission by the Data Processor to the extent that such action or omission resulted directly from the Data Controller’s express written instructions, the Data Controller shall indemnify and keep indemnified and defend at its own expense the Data Processor against all costs, claims, damages or expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred by the Data Processor for which the Data Processor may become liable due to any failure by the Data Controller or its directors, officers, employees, agents or contractors to comply with any of its obligations under these terms
    5. Either party will provide the other party with evidence of financial resources to confirm it has sufficient resources such as to fulfil its responsibilities under Sections 7.2, 7.3 and 7.4 as appropriate (which may include proof of insurance cover).
  1. LAW APPLICABLE TO THIS AGREEMENT

    1. If You are a resident of Canada: You agree that all actions or proceedings arising out of, in connection with, or otherwise concerning these Terms shall be governed by the laws in force in the Province of Ontario. The offer and acceptance of these Terms 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 these Terms or any acts or omissions by either party will be heard solely within the Superior Court of Justice of Ontario.
    2. 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 these Terms 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.
  1. RESOLUTION OF DISPUTES WITH DATA SUBJECTS OR THE REGULATOR

    1. In the event of a dispute or claim brought by a Data Subject or the Regulator concerning the processing of the Personal Data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.
    2. The parties agree to respond to any generally available non-binding mediation procedure initiated by a Data Subject or by Regulators. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
    3. Each party shall abide by a decision of the Regulator which is final and against which no further appeal is possible.
  1. TERMINATION

    1. In the event that either the Data Processor or the Data Controller is in breach of its obligations under these Terms, then either the Data Processor or the Data Controller may temporarily suspend the transfer of Personal Data to the Data Processor until the breach is repaired or the Service Agreement is terminated.
    2. In the event that:
      1. the transfer of Personal Data to the Data Processor has been temporarily suspended by the Data Controller for longer than one month pursuant to paragraph 10.1;
      2. compliance by the Data Controller with this Agreement would put it in breach of its legal or regulatory obligations in the country of import;
      3. the Data Processor or Data Controller are in substantial or persistent breach of any warranties or undertakings given by it under this Agreement;
      4. a final decision against which no further appeal is possible of a competent court or of the Regulator rules that there has been a breach of this Agreement by the Data Controller or the Data Processor; or
      5. a petition is presented for the administration or winding up of the Data Controller, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the Data Processor is an individual; a company voluntary arrangement is commenced by it;
      6. or any equivalent event in any jurisdiction occurs, then the Data Controller, without prejudice to any other rights which it may have against the Data Processor, shall be entitled to terminate the Service Agreement, in which case the Regulator shall be informed where required.
    3. The parties agree that the termination of the Service Agreement at any time, in any circumstances and for whatever reason (except for termination under Section 10.2) does not exempt them from the obligations and/or conditions under these Terms as regards the processing of the Personal Data transferred.
  1. UPDATES TO THESE DATA PROCESSING TERMS

    1. We may update these Terms from time to time. If we modify Our Terms, 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.
    2. If We make material changes to our Terms, 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.