Terms & Conditions
We want our Simpilli platform to be safe for everyone to use, therefore we have some rules. We advise you to carefully review the Terms and Conditions in its entirety below.
THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION PROVISION. YOU AGREE TO RESOLVE ALL DISPUTES WITH SIMPILLI THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS. YOU HEREBY WAIVE ANY RIGHT TO HAVE ANY DISPUTES DECIDED IN COURT OR OTHERWISE BY A JUDGE OR JURY, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION IN RESPECT OF SIMPILLI IN WHICH SIMPILLI IS OR MAY BECOME A PARTY, OR AS A RESULT OF ANY RELATIONSHIP WITH SIMPILLI.
This Agreement sets out the Terms and Conditions under which you may access and use the Simpilli Platforms. Simpilli [InstaConnect Inc. the Company] may revise this Agreement at any time without notice. Your use of the Simpilli Platforms after such changes are posted will indicate your acceptance of the revised terms.
In these Terms of Service, unless the context otherwise requires:
- App means the Simpilli or PharmaSimpilli applications, installed on one or more mobile devices, normally downloaded and installed from or through the Apple App Store or Google Play Store.
- Claim has the meaning ascribed to it in Section 12.
- Content means any one, or a combination of: data; text; files; information; usernames; images; graphics; photos; profiles; audio and video clips; sounds; real-time audio, video, telephone or text communications; musical works; works of authorship; application; links; any and other media, content or materials without limitation.
- Device means an electronic device capable of accessing the Service or on which the App may be installed. A device includes, but is not limited to, a mobile or smart phone, tablet, smart or electronic watch, computer or similar device capable of running software or other code.
- Dispute means any Claim or possible Claim which may arise out of a disagreement in respect of, or breach of, these Terms or the Services.
- Excluded Dispute means any Dispute relating to the enforcement or infringement of intellectual property rights. For greater clarity and notwithstanding the foregoing, those Disputes relating to, arising out of, or in any way in connection with your rights of privacy and publicity are not Excluded Disputes.
- Phone Number has the meaning ascribed to it in Section 4.
- Simpilli Account has the meaning ascribed to it in Section 4.
- Simpilli Content has the meaning ascribed to it in Section 11.
- Simpilli, our, we and us means Simpilli/InstaConnect Inc. and any of its affiliates, (as such term is defined in the Business Corporations Act (Alberta)).
- Simpilli Parties has the meaning ascribed to it in Section 12.
- Simpilli Website means the internet website(s) through which information about Simpilli, the App or the Service may be accessed, or through which your Simpilli Account or the Service may be accessed.
- Simpilli Admin Panels refers to the use of web panels.
- Service means the App together with any services, features, software or websites associated with the App or with Simpilli.
- Submissions has the meaning ascribed to it in Section 3.
- Terms means these Terms of Service, as may be amended or supplemented from time to time.
- Transmit or Transmission, as the case may be, means, in respect of Content, to communicate, upload, store, send, receive, post, convey or otherwise electronically transmit to, through or using Simpilli or the Service;
THE SERVICES PROVIDED BY SIMPILLI PLATFORMS SHALL NOT BE RELIED UPON TO REACH LIFE SAFETY OR DURING OTHER EMERGENCY NEEDS.
THE SERVICE DOES NOT PROVIDE ACCESS TO ANY EMERGENCY SERVICES INCLUDING BUT NOT LIMITED TO LIFE SAFETY, FIRST RESPONDERS, POLICE, FIRE DEPARTMENTS OR HOSPITALS, OR OTHERWISE CONNECT TO PUBLIC SAFETY SYSTEMS OR ANSWERING POINTS INCLUDING THE 9-1-1 EMERGENCY SYSTEM (OR SUCH OTHER EMERGENCY TELEPHONE NUMBER OR SYSTEM WHICH MAY EXIST IN YOUR COUNTRY OR JURISDICTION).
YOU MUST ENSURE YOU CAN AT ALL TIMES CONTACT ALL APPROPRIATE EMERGENCY SERVICES THROUGH A MOBILE TELEPHONE CARRIER OR LAND-LINE TELEPHONE SERVICE, OR THROUGH SOME MEANS OTHER THAN THROUGH THE SERVICE.
UNDER NO CIRCUMSTANCES SHOULD YOU ATTEMPT SELF-TREATMENT BASED ON ANY CONTENT.
Simpilli enables you to connect with pharmacies and access their services. With the use of Simpilli platforms you can send prescriptions and communicate with pharmacies to access pharmacy services. ALL PHARMACIES ARE INDEPENDENT OF THE SIMPILLI PLATFORMS AND ARE SOLELY RESPONSIBLE FOR THE PROVISION OF HEALTH SERVICES TO YOU.
Submission to the Simpilli Platforms:
The Simpilli Platforms may allow you to upload prescriptions, post messages, live chat and do audio or video calls to interact with pharmacies and their staff, as well as to upload files, documents, or other materials (collectively "submission(s)".) Simpilli does not control the content of any Submission and has no obligation to monitor any Submission.
On Simpilli Platforms, pharmacies have their own secure and private admin panels. Your submissions to pharmacies goes to the private admin panel of that particular pharmacy. We do not view the content of any submissions as the private pharmacy admin panels are protected by unique passwords by pharmacies.
Pharmacies may have access to your Personal Information (PI) and Personal Health Information (PHI) you provide through the Simpilli Platforms in order for them to provide you with their pharmacy services. This includes but not limited to your prescription, name, phone number, address, email, includinf any other contact information.
Simpilli is not engaged in the practice of pharmacy or medicine or any other regulated health profession. Simpilli or any parties associated with the Simpilli Platforms are NOT liable for any health services provided to you by pharmacies. None of the content (except as may be directly communicated to you by pharmacists) is medical advice or an endorsement, representation or warranty regarding the safety, appropriateness or effectiveness of any particular treatment or medication for you.
- In order to access or use the Service, you must first register to create an account (a Simpilli Account) with Simpilli.
- Your Simpilli Account will be created for your use of the Service based upon the PI you provide to us. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete.
- Simpilli reserves the right to suspend or terminate your SIMPILLI Account and your access to the Service if any information provided during the registration process or thereafter is, or is believed to be, in SImpilli's sole discretion, inaccurate, fraudulent, not current, incomplete or otherwise in violation of these Terms.
- When creating your SIMPILLI Account, you will be required to register your device with Simpilli. You are responsible for safeguarding your device at all times and you agree that you will not allow your device to be used by any third party while the App is installed or which may otherwise be used to access the Service.
- Unless expressly authorized by Simpilli, you are not permitted to share your Simpilli Account with anyone or allow others to access or use your SIMPILLI Account or the Service associated therewith. You agree that you will take sole responsibility for any activities or actions taken using your SIMPILLI Account, whether or not you have authorized such activities or actions. You will immediately notify SIMPILLI of any unauthorized use of your SIMPILLI Account or your device.
- If we disable your SIMPILLI Account for a violation of these Terms, or for any other reason, you may not create another SIMPILLI Account without our written permission.
- When registering for an SIMPILLI Account, you must provide the current telephone number (Phone Number) for the device on which the App is installed and used at the time of registration.
- You agree to receive text messages, phone calls or both to confirm your Phone Number and complete the registration and creation of your SIMPILLI Account.
- SIMPILLI may take such additional steps or actions, as determined in its sole discretion, at any time and from time to time, to confirm the accuracy of the information provided at the time of registration for a SIMPILLI Account. You hereby consent to SIMPILLI investigating or taking such other steps as necessary, in the sole discretion of SIMPILLI, to verify or confirm the information provided in respect of your SIMPILLI Account, including making enquiries to, and obtaining personal information from, third parties.
- We reserve the right to refuse access to the Service to anyone for any reason at any time without notice.
- With the exception of people or businesses that are expressly authorized to create a SIMPILLI Account on behalf of their employers or clients, you agree that you will not create a SIMPILLI Account for anyone other than yourself.
- You agree that you will not solicit, collect or use the SIMPILLI Account of any other Simpilli user.
- You must not create SIMPILLI Accounts through unauthorized means, including but not limited to, the use of an automated device, script, bot, spider, crawler or scraper.
- When setting up your Simpilli Account or installing the App on a new device, and from time to time and at any time thereafter, you authorize us to obtain and transmit the geographic location, provided by your device’s global positioning system data or otherwise, of any device on which the App is installed or the Service is used.
- Your geographical location will allow you to see Nearby pharmacies to your current location, and gives you access to the services of nearby pharmacies.
- The Service may allow you to transmit your geographic location to Pharmacies. They normally would use your location to deliver medications to your preferred address/location. Simpilli takes no responsibility for how such location information is used by any Pharmacy or any other party.
- You may deactivate Simpilli's ability to access your device’s location by changing the privacy or location settings of your device. The Service may not be available in full if your device’s location is not sent to the Service or if the Service is not able to determine your location.
- You must be at least 18 years old to use the Service, or such greater age as required by law in your country or jurisdiction.
If you are under the age of 18 or are not old enough to legally agree to these Terms based on the laws of your country or jurisdiction, your parent or guardian must agree to these Terms on your behalf. By continuing to use the Service, Simpilli may reasonably believe, and rely on the belief, that you are at least 18 years old or such greater age as required in your country or jurisdiction, or your parent or guardian has consented to your use of the App and the Service and has agreed to these Terms on your behalf.
- You are responsible for all carrier data plan, other fees and taxes associated with the use of your device and the Service.
- You acknowledge that the nature of the internet and computer networks makes them vulnerable to possible malicious attacks, hacking or unintentional breaches of security that could result in a compromise of your Content or PI or PHI. You hereby acknowledge and agree that Simpilli and its officers, directors, employees, agents, licensors, and their respective successors and assigns are no way responsible or liable for any such compromise of content or information or any use thereof.
- There may be links from the Service, or in communications with pharmacies you receive through the Service, to third party web sites. Simpilli does not control, maintain or endorse any of these third-party web services, and is in no way responsible or liable for any such third-party services.
- When you use third-party services, you are using at your own risk and you are bound to their terms and policies, including in respect of privacy. Simpilli is not responsible or liable for anything coming out of your interaction with third parties.
- You may not crawl, scrape, cache or otherwise access any content on the Service via automated means.
- You must access and use the Service only for legal, authorized, and acceptable purposes.
- The Service may allow you to communicate and/or chat or audio/video call with pharmacies and their staff. When participating in the communication, you are sharing information with them at your sole risk. Always use caution in what information you share with others, and you are fully responsible for any outcome that arises from your communication with others.
- You will not use, or assist others in using, the Service in ways that:
- violate, misappropriate, or infringe the rights of Simpilii, Simpilli users, or any other person, including privacy, publicity, intellectual property, or other proprietary rights;
- are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially, or ethnically offensive, or instigate or encourage conduct that would be illegal, or otherwise inappropriate, including promoting violent crimes;
- involve publishing falsehoods, misrepresentations, or misleading statements;
- impersonate any person or entity;
- involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto- dialing, and the like; or
- involve any non-personal use of the Service unless otherwise authorized in writing by Simpilli.
- You are solely responsible for your conduct and any Content that you submit, post, display or otherwise transmit on or through the Service.
- You must not change, modify, adapt or alter the Service, or change, modify or alter another website so as to falsely imply that it is associated with the Service or Simpilli.
- You must not transmit unwanted messages, phone calls, emails, comments or other forms of commercial or harassing communications, spam, solicitation or advertising of any kind to any Simpilli user.
- You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way the App or any Simpilli page or content is rendered or displayed in a user's browser or device.
- You must not attempt to restrict another Simpilli user from using the Service and you must not encourage or facilitate violations of these Terms or any other Simpilli policies.
- For as long as the App is installed on any of your device(s), and for as long as you use the Service or maintain a Simpilli Account, you consent to downloading and installing updates to the App or the Service, some of which may be downloaded and installed automatically to your device(s) without your knowledge.
- You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you provide at your sole risk any private or confidential information via the Service, including, without limitation, your or any other person's name, physical address, credit card information, government identity numbers, non-public phone numbers or non-public email addresses.
- You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations applicable to your use of the Service and your Content.
- You may not post or transmit violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content using the Service.
- You must not use the Service while driving or operating a vehicle or other machinery that may create a risk of harm to yourself or others.
- You must not, or assist others to, access, use, copy, adapt, modify, prepare derivative works based
upon, distribute, license, sublicense, transfer, display, perform, or otherwise exploit the Service in
impermissible or unauthorized manners, or in ways that burden, impair, or harm us, the Service, systems,
Simpilli users, or others, including that you must not directly or through automated means, without
- reverse engineer, alter, modify, create derivative works from, decompile, or extract code from the Service;
- send, store, or transmit viruses or other harmful computer code through or onto the Service;
- gain or attempt to gain unauthorized access to the Service or systems;
- interfere with or disrupt the integrity or performance of the Service;
- create accounts for the Service through unauthorized or automated means;
- collect the information of or about our users in any impermissible or unauthorized manner;
- sell, resell, rent, or charge for the Service; or
- distribute or make the Service available over a network where they could be used by multiple devices at the same time.
- You understand and acknowledge that there is evidence that the use of mobile devices may lead to health, medical issues or disease, including but not limited to cancer. You agree not to use the Service in such manner that may unnecessarily increase possible health effects, and you hereby acknowledge and agree that such use is in your sole discretion and Simpilli is not liable or responsible for any health effects suffered as a result of using the Service.
- You understand that you are fully responsible for meeting any person, that is not otherwise personally known to you including but not limited to any person(s) with which you communicate through the service. You are meeting at your sole risk. Always assess safety before meeting anyone. Simpilli is not liable or responsible for harm or risk of harm by third parties, whether such third parties are Simpilli users or not, that arises from the use of the Service.
- Your Rights
- Simpilli does not claim ownership of the Content that you submit or transmit through Simpilli or the Service.
- You must have the necessary rights to Content that you transmit and the right to grant the rights and licenses as set out in these Terms or otherwise required by law.
- Simpilli's Rights
- We own all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with Simpilli Platforms (Apps, Websites and Admin Panels).
- You may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless you have our express written permission.
- Your License to Simpilli
- In order to operate and provide the Service, you grant Simpilli a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, display, and perform the non-confidential communication that you transmit (excludes personal information and personal health information). Simpilli shall be free to use non-confidential communication, including, without limitation, any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose including, without limitation, developing, manufacturing and marketing goods and services. You agree not to assert any ownership right of any kind in such non-confidential communication and you hereby waive the right to receive any financial or other consideration in connection with such non-confidential communication including, without limitation, acknowledgement that you are the source of such non-confidential communication.
- The rights you grant in this license are for the limited purpose of operating and providing the Service.
- You represent and warrant that:
- you own the Content or Submissions you transmit or otherwise have the right or permission to grant the rights and licenses set forth in these Terms;
- the transmission or use of your Content or Submissions on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights;
- you agree to pay for all royalties, fees, and any other monies owed by reason of Content you transmit; and
- you have the legal right and capacity to enter into these Terms in your jurisdiction.
- Simpilli's License to You
- We grant you a limited, revocable, non-exclusive, non- sublicensable, and non-transferable license to use the App and the Service, subject to and in accordance with these Terms and any applicable Simpilli policies or practices.
- This license is for the sole purpose of enabling you to use the Service, in the manner intended and provided for in these Terms.
- No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you in these Terms or otherwise agreed to in writing by Simpilli.
- We may terminate your access to the Service, your Simpilli Account and any Content or other data associated therewith if you misuse the app
- The Service contains content owned or licensed by Simpilli ('SIMPILLI Content'). Simpilli Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Simpilli, Simpilli owns and retains all rights in the SIMPILLI Content and the Service. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the SIMPILLI Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the SIMPILLI Content.
- The Simpilli, and SIMPILLI names and logos are trademarks of Simpilli, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Simpilli. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or dress of Simpilli, and may not be copied, imitated or used, in whole or in part, without prior written permission from Simpilli.
- Some of the Service is supported by advertising revenue and may display advertisements and promotions. You hereby acknowledge and agree that Simpilli may place such advertising and promotions on the Service or on, about, or in conjunction with your Content. You also consent to receive email or other communication, including advertising or solicitation, from Simpilli. The manner, mode and extent of such advertising and promotions is in the sole discretion of Simpilli and are subject to change without notice.
- You acknowledge and agree that we may not always identify paid services, sponsored content, advertising or commercial communications as such.
- Simpilli will not to accept or consider for payment or other consideration information, ideas, suggestions or other materials other than those we have specifically requested from you and to which certain specific terms, conditions and requirements may apply. Simpilli does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so provided or sent to Simpilli. If you send us non-confidential communication, ideas, suggestions, or other materials, you agree that Simpilli is free to use any such non-confidential communication, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability, obligation or payment of any kind to you.
- WE ARE PROVIDING THE SERVICE ON AN “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE.
- WE DO NOT WARRANT THAT THE SERVICE WILL BE OPERATIONAL, ERROR FREE, OR THAT THE SERVICE WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS.
- IN NO EVENT SHALL SIMPILLI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATIONS, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCURRED IN CONNECTION WITH YOUR USE, MISUSE, RELIANCE UPON THE PLATFORM, OR YOUR INABILITY TO USE THE PLATFORM REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH). TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THE FOREGOING LIMITATION SHALL APPLY EVEN IF SIMPILLI KNEW OF OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
- WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF SIMPILLI USERS OR THIRD PARTIES.
- SIMPILLI DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD-PARTY USER OF THE PLATFORM, OR ANY ADVERTISER OR SPONSER OF THE PLATFORM. UNDER NO CIRCUMSTANCES SHALL SIMPILLI OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS BE LIABLE FOR DAMAGES OF ANY KIND (DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES), OR EXPENSE ARISING IN ANY FASHION WHATSOEVER FROM: (a) THE ACTS, OMISSIONS, OR CONDUCT OF ANY THIRD-PARTY, AND (b) ANY ACCESS, USE, RELIANCE UPON OR INABILITY TO USE ANY MATERIALS, CONTENT, GOODS, OR SERVICES LOCATED AT, OR MADE AVAILABLE AT, ANY WEBSITE LINKED TO OR FROM THE PLATFORM, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH). TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.
- THE FOREGOING LIMITATION SHALL APPLY EVEN IF SIMPILLI KNEW OF OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW SIMPILII USERS USE THE SERVICE OR THE FEATURES, SERVICES, AND INTERFACES THE SERVICE PROVIDES.
- WE ARE NOT RESPONSIBLE FOR THE ACTIONS OF SIMPILLI USERS.
- YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, ASSOCIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “SIMPILII PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER “CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST ANY THIRD PARTIES.
- THE SIMPILLI PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH THESE TERMS, SIMPILLI, OR THE SERVICE, EVEN IF THE SIMPILLI PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH THESE TERMS, US, OR THE SERVICE WILL NOT EXCEED ONE HUNDRED DOLLARS (CDN$100). YOU HEREBY UNDERSTAND, ACKNOWLEDGE AND AGREE TO THIS LIMITATION OF LIABILITY.
- YOU AGREE THAT SIMPILLI IS NOT RESPONSIBLE FOR, AND DOES NOT ENDORSE, CONTENT OR SUBMISSIONS TRANSMITTED THROUGH THE SERVICE. WE ARE SIMPLY PROVIDING YOU WITH PLATFORM TO CONNECT WITH YOUR PHARMACIES. PHARMACIES ARE FULLY RESPONSIBLE FOR ALL THEIR DOINGS.
- SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR CONDITIONS, OR EXCLUSION OF DAMAGES, SO SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU IF YOU MEET THE REQUIREMENTS TO BENEFIT FROM THE LAWS OF SUCH JURISDICTION NOTWITHSTANDING THESE TERMS AND CONDITIONS.
- YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE SIMPILLI PARTIES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE LEGAL FEES AND COSTS) RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH ANY OF THE FOLLOWING:
- YOUR ACCESS TO, USE, MISUSE, RELIANCE UPON, OR INABILITY TO ACCESS OR USE THE SIMPILLI PLATFORMS OR ANY WEBSITES TO WHICH THE SIMPILLI PLATFORM IS OR MAY BE LINKED TO FROM TIME TO TIME; OR
- YOUR BREACH OR ALLEGED BREACH OF THESE TERMS; OR
- YOUR USE OF, RELIANCE ON, PUBLICATION, COMMUNICATION, DISTRIBUTION, UPLOADING, OR DOWNLOADING OF ANYTHING ON OR FROM THE PLATFORM; OR ANY MISREPRESENTATiON MADE BY YOU.
- YOU WILL COOPERATE AS FULLY AS REQUESTED OR REQUIRED BY US IN THE DEFENSE OR SETTLEMENT OF ANY CLAIM.
- The Service may be interrupted from time to time or at any time without notice, including for maintenance, repairs, upgrades, or network or equipment failures, or due to any event, whether within or out of our control.
- We may without notice at any time discontinue the Service in full or in part, including certain features and the support for certain devices and platforms, at any time.
- Although it is Simpilli's intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. You may not rely on the Service for the purposes of Content or SUbmissions backup or storage.
- Simpilli will not be liable to you for any modification, suspension, or discontinuation of the Service, or the loss of any Content or Submissions. Although Simpilli uses encryption technology and other security protocols to protect your PHI and privacy of your chat and audio or video calls wirh pharmacies, you acknowledge by using the Platform that there are inherent risks to any technology however remote that could cause security protocols to fail or be breached, which could result in the unauthorized collection, use or disclosure of your PI and PHI. Simpilli will notify you to the extent required by law of any security protocols failure or breach that has resulted in the unauthorized collection, use or disclosure of your PI and PHI.
- Simpilli may terminate the Service in its sole discretion, in whole or in part, at any time without notice. We may modify, suspend, or terminate your access to or use of the Service anytime for any reason, including but not limited to a violation of these Terms or create harm, risk, or possible legal exposure for Simpilli, our users, or others.
- Violation of these Terms may, in Simpilli's sole discretion, result in termination of your SIMPILLI Account and your ability to use the Service. You understand and agree that Simpilli cannot and will not be responsible for the Content or Submissions posted on the Service and you use the Service at your own risk. If you violate the letter or spirit of these Terms, or otherwise create risk or possible legal exposure for Simpilli, we may stop providing all or part of the Service to you.
- We reserve the right to modify or terminate the Service or your access to the Service for any reason, without notice at any time, and without liability. If we terminate your access to the Service or you deactivate your SIMPILLI Account, your Content or Submission, chat conversations, photos and all other data may no longer be accessible through your SIMPILLI Account, but those materials and data may persist and appear within the Service.
- Upon termination, all licenses and other rights granted to you in these Terms will immediately cease.
- We reserve the right to force forfeiture of any username for any reason.
- Simpilli reserves the right, at its sole discretion, to modify the Service or App, or to amend, modify, change, add to, or delete from these Terms from time to time.
- A notification of any update to the Terms will be posted on the Simpilli Website or through a link in the App, or provide you notice of the modification through the email address associated with your SIMPILLI Account. Where required by Applicable Law as defined below in these Terms, you will be notified by email or other method at contact information you have supplied for any newsletter, opt-in communication, or otherwise, if and when these Terms are updated.
- Simpilli will also update the date at the top of these Terms to reflect the date of such amendment.
- Changes to the Terms will be effective at the time of their posting to the Simpilli Website or App, or expiry of any required notice period. Your continued access or use of the Simpilli Website, or your use of the Service or Platforms, will constitute your acceptance of such modified Terms whether or not you have notice or actual knowledge of such modification.
- If the modified Terms are not acceptable to you, your only recourse is to cease using the Service. If you do not close or otherwise cancel your SIMPILLI Account you will be deemed to have accepted the modified Terms in full.
- Neither the Platfoems or Service nor any part thereof, including the App, is intended for distribution to or use in any country where such distribution or use would violate the law(s) or would otherwise subject Simpilli to any regulations in any country or jurisdiction.
- We reserve the right to limit our App or the Platforms or Service, in part or in full, in any country or jurisdiction for any reason without notice.
- You will not disguise your location or IP address through a proxy or any other method.
- All of Simpilli's rights and obligations under these Terms are freely assignable by Simpilli to any of our affiliates or associates (as such terms are defined in the Business Corporations Act (Alberta)), or in connection with a merger, acquisition, restructuring, sale of assets, or by operation of law, or otherwise, and we may transfer any and all information to any of our affiliates, associates, successor entities, or any other party in respect of any of the foregoing types of transactions.
- You may not transfer any of your rights or obligations under these Terms to any other person or entity without our prior written consent of Simpilli.
- The failure of Simpilli to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that, or any other, right or provision.
- The waiver of any right or provision of these Terms will be effective only if in writing and signed by an authorized representative of Simpilli.
- Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
- If any provision of these Terms is deemed unlawful, void, invalid, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of the remaining provisions, and the remaining provisions in these Terms will remain in full force and effect.
- For users in Québec: These Terms and Conditions will be interpreted in accordance with the laws of the Québec and the federal laws of Canada applicable therein, without regard to conflict-of-law provisions. You agree that to the extent any claim or dispute you may have against Emblem is resolved in Court, the claim or dispute must be resolved exclusively by a Provincial Court or Federal Court located in Québec. You agree to submit to the personal jurisdiction of the courts located within Québec for the purpose of litigating all such claims or disputes.
- For users outside of Québec: These Terms and Conditions shall be governed in all respects by the laws of Alberta and the applicable federal laws of Canada, without regard to conflict of law provisions. You agree that to the extent any claim or dispute you may have against Emblem is resolved in Court, the claim or dispute must be resolved exclusively by a Provincial Court or Federal Court located in Alberta. You agree to submit to the personal jurisdiction of the courts located within Alberta for the purpose of litigating all such claims or disputes.
YOU HEREBY SUBMIT TO BINDING INDIVIDUAL ARBITRATION OF ALL DISPUTES, EXCEPT FOR THOSE THAT INVOLVE INTELLECTUAL PROPERTY DISPUTES. YOU ARE WAIVING YOUR RIGHT TO HAVE SUCH DISPUTES RESOLVED IN COURT OR OTHERWISE BY A JUDGE OR JURY. YOU HAVE A LIMITED TIME TO START AN ARBITRATION OR, IF PERMISSIBLE, A COURT ACTION. YOU MAY NOT HAVE YOUR DISPUTE (INCLUDING DISPUTES THAT INVOLVE INTELLECTUAL PROPERTY) HEARD OR RESOLVED AS A CLASS ACTION, CLASS ARBITRATION, OR A REPRESENTATIVE ACTION.
- Agreement to Arbitrate
- You agree to waive the right to a trial by judge or jury, or otherwise seek recourse in any court or tribunal, for all Disputes, except for Excluded Disputes.
- You agree that all Disputes (except for Excluded Disputes), including those relating to, arising out of, or in any way in connection with your rights of privacy and publicity, will be resolved through final and binding arbitration to be arranged by Simpilli in such manner as it determines to be fair and appropriate, acting reasonably.
- If you are unsuccessful in the arbitration, you are liable to pay the cost of the arbitration, including Simpilli legal fees.
- You agree not to combine a Dispute that is subject to arbitration pursuant to these Terms with a Dispute that is an Excluded Dispute.
- Simpilli may require you to, in Simpilli's sole discretion, participate in mediation or settlement discussion prior to commencing arbitration.
- Time Limit to Start Arbitration
- You agree that for any Dispute (except for Excluded Disputes) you must commence an arbitration proceeding within six months after the Dispute first arose. In the event such proceeding are not commenced within six months of the Dispute first arising, such Dispute is permanently barred and you shall have no recourse or cause of action against Simpilli.
- If you do not commence an arbitration within six months after the Dispute first arose, then you consent to the dismissal of the arbitration or any claim made through the Courts.
- No Class Actions, Class Arbitrations, or Representative Actions
- You agree that you may bring Disputes against Simpilli only on your own behalf and not on behalf of any other person or entity or any class of person or entities.
- You agree not to participate in any class action, class-wide arbitration, Disputes brought in a representative capacity, or consolidated Disputes involving any other person or entity.
- Les parties aux présentes ont exigés que la présente convention ainsi que tous les documents et avis qui s’y rattachent et/ou qui en découleront soient rédigés en la langue anglaise. The parties hereto have required that these Terms and all documents and notices resulting therefrom be communicated only in English.
- Any translated version of these Terms are provided solely for your convenience.
- To the extent any translated version of these Terms conflicts with the English version, the English version shall prevail.
- Questions or comments regarding the Platforms should be directed to the Platform Administration at [email protected]