Your Solutions Online Service Agreement
1. SCOPE OF THE AGREEMENTThis Agreement (the "Agreement") is a legal agreement between you (referred to herein as "You" or the "User") and FeelGood Guide Pty LImited. ("FGG") having a place of business at 70-74 Jellicoe Street Rhodes NSW Australia. FGG is the rights-holder and operator of the www.yoursolutionpharmacy.com, www.feelgoodguide.biz, www.dispensaryloop.com.au web site (the "Web Site"). This Agreement states the terms and conditions under which the Customer's Users (as such term is defined below) may access and use the Web Site and all written and other materials displayed or made available through the Web Site, including, without limitation, articles, text, photographs, images, illustrations, audio clips, video clips, computer software including the Product (as such term is defined below) and code (collectively, the "Content"). For the purpose of this Agreement, the word "Product" means all products available on the FGG Web Site and includes but is not limited to any and all FGG products and courseware, available on the Web Site, for any pharmacy, including any related software, pharmacy data, information, publications or documentation made available through the Web Site by FGG under this Agreement. Under this agreement FGG will provide to You a usernames and passwords in order to grant You a personal, limited, non-transferable, license to access the Web Site, Product and Content.
2. TITLE
The Product and Content is licensed, not sold to You, and shall only be used by You through access to the Web Site in accordance with the terms and conditions of this Agreement. Title to and full ownership of any trade secrets, copyrights, trademarks and other intellectual property rights related to the Product and Content will remain with FGG and/or its suppliers and license partners as applicable. You acknowledge that the Product and the Content are FGG proprietary, and You shall respect FGG’s proprietary rights therein.
3. LICENSE
FGG grants to You a personal, non-exclusive, non-transferable limited license to access the Web site, Content and Product for use solely for training purposes (the "Purpose"). No other rights to the Web Site, Content and Product are granted.
4. USER'S OBLIGATIONS
4.1.You shall be solely responsible for complying with all import and export laws including government approvals or permits that might be necessary to use the Product and/or Content, and You shall obtain any export, import or use permits as may be required by the relevant authorities.
4.2.You agree to keep secret, and shall not share with others, disclose or allow to be known, your username and password.
4.3 Any comments, questions, suggestions, corrections, feedback or other communications (the "Feedback") provided by You to FGG relating to the Product, Content and/or Web Site shall be deemed non-confidential, and You shall not claim any intellectual property rights or other proprietary rights in such Feedback. FGG may at its sole discretion freely use the ideas, concepts, know-how and technical information contained in the Feedback, and FGG may also copy, reproduce, disclose, exhibit, display, transform, adapt, create derivative works and /or distribute such Feedback or any portion thereof to others without any obligations or restrictions whatsoever based on intellectual property rights or other proprietary rights. For the avoidance of doubt, it is agreed that FGG may include the Feedback or portions thereof in the design, development and commercialization of the Product, Content and/or Web Site, or other FGG products or materials.
5. USE OF THE PRODUCT AND/OR CONTENT
Use of the Product and/or Content is restricted to the Purpose. You shall NOT:
5.1. copy the Product and/or Content or any part thereof;
5.2. modify the Product and/or Content in any way, or reverse engineer, translate, screen scratch, decompile or disassemble the Product nor otherwise attempt to create or derive the source code related thereto;
5.3. rent, lease, loan, resell or use the Product and/or Content otherwise than as expressly authorized in this Agreement;
5.4.network the Product, or otherwise use it on more than one (1) computer processor at any one time;
5.5. use the Product without a username or password, or attempt to develop any means or technology which would enable You or any third party to bypass the use of the username or password to operate the Product;
5.6. use the Product and/or Content in a way that could damage, disable, overburden, or impair any FGG server, or the network(s) connected to any FGG server, or interfere with any other party's use and enjoyment of any Product(s) and/or Content;
5.7. incorporate the Product and/or Content, in whole or in part, in any product or service that You would make available to a third party, on a commercial basis or not;
5.8. remove or alter any proprietary notices indicating that the Product and/or Content is subject to FGG or its licensors' intellectual property rights; and
5.9. develop or otherwise produce or reproduce adaptations, enhancements, modifications, derivative works or improvements of the Product and/or Content or works containing functionality similar to the Product and/or Content in whole or in part.
6. NON-DISCLOSURE
6.1. For the purposes of this Agreement, "Confidential Information" means any FGG data, specifications, computer software and programs, documents, technology, know-how, processes, methodologies, samples, and proprietary information and trade secrets of FGG and its suppliers that are marked as confidential, whether or not covered by intellectual property rights relating to the Web Site, Product and/or Content. You agree (i) to keep all Confidential Information obtained hereunder in strict confidence; (ii) not to disclose directly or indirectly to any third party, nor to use, copy, evaluate or incorporate, any of the Confidential Information for any purpose other than that for which it is disclosed under this Agreement;
6.2. The obligations of confidentiality, use and non-disclosure referred to herein shall not apply to information which: (i) is or becomes publicly available; (ii) was already in the rightful possession of You prior to its receipt from FGG; (iii) is independently developed by You, provided it is not, in whole or in part, related to the Product and/or Content; (iv) is obtained by You in good faith and on a non-confidential basis and without a use restriction from a third party who lawfully obtained and disclosed such information; (v) is required to be disclosed by law. However, Confidential Information does not come within the foregoing exceptions merely because features of it may be found separately or within a general disclosure in the public domain.
7. TRADEMARKS AND LINKS
Your Solution®, DispensaryLoop® and FeelGood Guide™ ARE TRADEMARKS OF CAE INC. OTHER NAMES, WORDS, TITLES, PHRASES, LOGOS, DESIGNS, GRAPHICS, ICONS AND TRADEMARKS DISPLAYED ON THE WEB SITE MAY CONSTITUTE REGISTERED OR UNREGISTERED TRADEMARKS OF FGG OR THIRD PARTIES. WHILE CERTAIN TRADEMARKS OF THIRD PARTIES MAY BE USED BY FGG UNDER LICENSE, THE DISPLAY OF THIRD PARTY TRADEMARKS ON THE WEB SITE SHOULD NOT BE TAKEN TO IMPLY ANY RELATIONSHIP OR LICENSE BETWEEN FGG AND THE OWNER OF THE TRADEMARK OR TO IMPLY THAT FGG ENDORSES THE WARES, SERVICES OR BUSINESS OF THE OWNER OF THE SAID TRADEMARK.
7.1. The Web Site may contain links to third-party web sites. These links are provided solely as a convenience to You and do not represent an endorsement by FGG of the contents of such third-party web sites. FGG is not responsible for the content of any third-party web site, nor does it make any representation or warranty of any kind regarding any third-party web site including, without limitation, (i) any representation or warranty regarding the legality, accuracy, reliability, completeness, timeliness or suitability of any content on such third-party web sites, (ii) any representation or warranty regarding the merchantability and fitness for a particular purpose of any material, content, software, goods, or services located at or made available through such third-party web sites, or (iii) any representation or warranty that the operation of such third-party web sites will be uninterrupted or error free, that defects or errors in such third-party web sites will be corrected, or that such third-party web sites will be free from viruses or other harmful components.
8. SECURITY
ANY INFORMATION SENT OR RECEIVED OVER THE INTERNET IS GENERALLY UNSECURE. FGG CANNOT GUARANTEE THE SECURITY OF ANY COMMUNICATION TO OR FROM THE WEB SITE.
9. WARRANTY
9.1. FGG warrants that:
(A) it has the right and authority to license Product and Content; and
(b) to the best of FGG's knowledge, the rights granted in this Agreement do not infringe the intellectual property rights of any third party.
(c) Its on-line services availability is 24hr/day 7days/week excluding scheduled monthly maintenance downtime or unscheduled urgent/critical maintenance save and except if the services cannot be provided due to Internet reliability, Customer Internet Connection or other connectivity issues to the Internet.
10. THE PRODUCT AND THE WEB SITE ARE MADE AVAILABLE TO YOU ON AN "AS IS" BASIS.
FOR ANY BREACH OF THE WARRANTY CONTAINED IN SECTION 9.1 ABOVE, YOUR EXCLUSIVE REMEDY AND CAE'S ENTIRE LIABILITY SHALL BE LIMITED TO THOSE REMEDIES SET FORTH IN SECTION 11 (LIMITATION OF LIABILITY). THE WARRANTIES ABOVE MENTIONED ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE THAT FGG PROVIDES NO WARRANTY NOR ANY INDEMNITY TO YOU HEREUNDER, AND CAE ALSO EXCLUDES:
(A) ALL INDEMNITIES ARISING IN LAW OR IN EQUITY IN RESPECT OF THE WEB SITE, PRODUCT AND/OR CONTENT;
(B) ANY OTHER WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF LATENT DEFECTS ARISING IN LAW OR OTHERWISE WITH RESPECT TO THE PRODUCT AND/OR CONTENT. FGG MAKES NO WARRANTIES FOR ANY SERVICES PROVIDED HEREUNDER OR AS TO THE ADEQUACY OF THE PRODUCT AND/OR CONTENT NOR TO THE SUITABILITY OF THE SAME FOR USE BY CUSTOMER. NO WRITTEN OR ORAL INFORMATION OR ADVICE GIVEN TO CUSTOMER AND/OR USERS BY CAE OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL CREATE A REPRESENTATION OR WARRANTY OF ANY TYPE. CAE DOES NOT WARRANT THAT A) THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR B) ALL PRODUCT ERRORS WILL BE CORRECTED, OR C) THE RESULTS OR AVAILABILITY OF ANY SERVICES. NOTWITHSTANDING, FGG AGREES TO DILIGENTLY VERIFY ERRORS RAISED BY CUSTOMER AND PROVIDED IT HAS ENOUGH INFORMATION FROM CUSTOMER TO RECREATE THE ERROR, IT WILL CORRECT, AT ITS OWN DISCRETION, WHEN APPROPRIATE;
(B) ANY WARRANTIES RELATED TO THE INTERNET RELIABILITY, CUSTOMER INTERNET CONNECTION OR ANY OTHER CONNECTIVITY ISSUES TO THE INTERNET
11. LIMITATION OF LIABILITY
11.1. FGG SHALL NOT BE RESPONSIBLE FOR YOUR COMPETENCY OR FOR THE EXERCISE OF YOUR SKILLS BY SUCH PERSON AFTER COMPLETION OF ANY COURSES USING THE PRODUCT. CAE DOES NOT GUARANTEE THAT ANY PERSON RECEIVING TRAINING FROM THE PRODUCT DELIVERED PURSUANT TO THIS AGREEMENT WILL ACHIEVE THE NECESSARY PROFICIENCY TO QUALIFY FOR ANY LICENSE, CERTIFICATES OR RATINGS ISSUED BY ANY REGULATORY AGENCY OR GOVERNMENT AUTHORITY
11.2. FGG SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR, AND YOU SHALL INDEMNIFY AND HOLD CAE HARMLESS FROM, ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES WHETHER IMMEDIATE, NON-IMMEDIATE, FORESEEABLE OR UNFORESEEABLE OR OF WHATSOEVER KIND OR NATURE WHATSOEVER, EVEN IF CAE HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF, INCURRED BY YOU, CUSTOMER OR ANY THIRD PARTY AS A RESULT OF, OR ARISING OUT OF, THIS AGREEMENT AND/OR USE OR PERFORMANCE OF THE WEB SITE, PRODUCT AND/OR CONTENT OR LACK, OR LOSS OF USE OF THE WEB SITE, PRODUCT AND/OR CONTENT OR ANY OTHER PROPERTY, OF WHATSOEVER NATURE OR KIND, FOR ANY REASON WHATSOEVER. CAE EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO, AND YOU AGREE THAT CAE SHALL HAVE NO LIABILITY WITH RESPECT TO, ANY DAMAGES CAUSED BY THE USE OF THE WEB SITE, PRODUCT AND/OR CONTENT OR ANY MALFUNCTION OF THE WEB SITE, PRODUCT AND/OR CONTENT.
12. INDEMNITY
You will indemnify and hold FGG, its officers, agents, servants and employees harmless from any and all loss, damage, liability, cost or expense ("Loss") which may be suffered or incurred by You or by FGG or the officers, agents, servants, employees or representatives of FGG, arising out of (i) the activities carried out by CAE under this Agreement; and (ii) use by You of the Web Site, Product and/or Content, unless and only to the extent that such Loss was caused by the wilful misconduct or gross negligence of FGG, or of FGG's officers, agents, servants or employees.
13. INFRINGEMENT
In the event You learn that there is, or may be, any infringement or unauthorized use of the Web Site, Product or Content, or disclosure of Confidential Information, You shall notify FGG in writing of same as soon as practicable. In the event of a possible infringement or unauthorized use of the Product, FGG retains the right, in its sole discretion, to commence a legal action or to take any action in response thereto. You shall provide all available information and assistance to FGG in such regard. FGG shall not be bound by any settlement or compromise of any charge of infringement made without its written consent.
14. TERM & TERMINATION
14.1. This Agreement shall become effective upon acceptance by You, and shall terminate upon expiration of the 12 month subscription unless the subscription is renewed by you.
14.1. Upon termination of this Agreement for whatever reason, the License(s) granted hereunder shall forthwith be revoked, and Your usernames and passwords will be deactivated.
14.4. CAE may revoke your username and password and/or terminate this Agreement for convenience and without penalty or reimbursement in whole or in part immediately upon notifying You.
15. TRANSFER, ASSIGNMENT OR SUB-LICENSE
You shall not, directly or indirectly, assign, transfer or sublicense the use of the Website and Product, in whole or in part, or any other rights herein granted to You.
16. IRREPARABLE HARM
You acknowledge and agree with FGG that the breach by You of any of the provisions of Sections 3 (License), 4 (User's Obligations), 5 (Use of Product), 6 (Non-Disclosure), and 14 (Transfer, Assignment or Sub-License) hereof would cause serious and irreparable harm to FGG which may not be adequately compensated for in damages. If You breaches any of such provisions, You consent to an injunction being issued against You restraining You from any further breach of such provision, without derogation from any other remedy which FGG may have in the event of such a breach.
17. WAIVER OF DEFAULT
The failure of FGG to enforce at any time any of the provisions of this Agreement, or to require at any time the performance by You of any of the provisions hereof, shall not be construed to be a waiver of such provisions, nor in any way affect the validity of this Agreement or any part thereof, or the right of FGG thereafter to enforce any such provision.
18. NOTICES
You may provide a notice or communication pertaining to this Agreement to FGG, or communicate Feedback to FGG, via Email at info@feelgoodguide.com.au.
19. GOVERNING LAWS & JURISDICTION
The terms of this Agreement shall be governed by and interpreted in accordance with the laws of NSW, Australia.
20. DISPUTES
Each of the parties irrevocably and unconditionally: a) agrees that any suit, action, or other legal proceeding arising out of or relating to these terms or any transaction hereunder must be brought in the courts of Toronto, Ontario; b) consents to the exclusive jurisdiction of each such court in any such suit, action, or proceeding; c) waives any objection which it may have to the laying of the venue of any such suit, action or proceeding in any of such courts; and d) waives any right that it may have to assert the defense of forum non-conveniens in any such suit, action or proceeding. Notwithstanding the foregoing, CAE shall be entitled to obtain injunctive relief before the competent tribunal of any jurisdiction for a dispute or to protect any of the matters referred to in Section 17 (Irreparable Harm).
21. FORCE MAJEURE
Except as expressly provided otherwise in the Agreement, dates and Verdana by which CAE is required to perform any obligations under this Agreement shall be postponed automatically to the extent and for the period of time that CAE is prevented from meeting such obligations by reason of any cause beyond its reasonable control,
22. SEVERABILITY
If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.
Upon such determination that any term or provision is invalid, illegal or incapable of being enforced, CAE shall modify this Agreement so as to effect the original intent as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
23. ENTIRE AGREEMENT
The Agreement constitutes the entire agreement between You and CAE and supersedes and cancel all prior discussions, representations, understandings or agreements whether verbal or written, between the parties hereto or their agents with respect to or in connection with the license of the Product and/or Content, save and except for the provisions of any agreements which by their nature or wording are intended to remain in full force and effect (e.g. confidentiality or non disclosure undertakings). This Agreement may be altered, modified or amended by FGG from time to time, in which case You will be required to renew your acceptance of the Agreement.