eRxClinic – TERMS OF SERVICE
Last Updated: December 25, 2025
## 1. BINDING AGREEMENT & ACCEPTANCE
**READ THIS AGREEMENT CAREFULLY.** By accessing, registering for, or using the eRxClinic platform ("Service") provided by Ontario Technologies Co. ("Company," "we," "us," "our"), you ("User," "you," "your") enter into a legally binding contract incorporating:
- These Terms of Service
- The Legal Disclaimer & Limitation of Liability
- The Privacy Policy
**YOUR ELECTRONIC ACCEPTANCE HAS EQUAL LEGAL FORCE AS A SIGNED PAPER AGREEMENT.**
## 2. ELIGIBILITY & PROFESSIONAL REPRESENTATIONS
### **A. Mandatory Professional Status**
You **SOLEMNLY REPRESENT AND WARRANT** that:
1. You are a currently licensed medical professional in good standing in your jurisdiction(s) of practice.
2. You have unrestricted authority to diagnose, treat, and prescribe within your scope of practice.
3. Your license has never been suspended, revoked, or subject to disciplinary action.
### **B. Jurisdictional Compliance Declaration**
You **EXPRESSLY ACKNOWLEDGE AND AGREE** that:
1. You are **SOLELY RESPONSIBLE** for ensuring your use of this Service complies with **ALL** applicable laws, regulations, and professional standards in:
- Your jurisdiction of licensure and practice
- The jurisdiction where your patient is physically located
- Any jurisdiction whose laws may apply to your clinical activities
2. You have **INDEPENDENTLY VERIFIED** (with legal counsel if necessary) that using this digital prescription tool is permissible under your local regulations.
### **C. Account Security Obligation**
You are **SOLELY RESPONSIBLE** for:
- Maintaining account confidentiality
- All activities under your account
- Implementing appropriate security measures (2FA, secure devices)
- Immediately notifying us of unauthorized access
## 3. SERVICE LICENSE & STRICT RESTRICTIONS
### **A. Limited License Grant**
We grant you a **limited, non-exclusive, non-transferable, non-sublicensable, revocable license** to access and use the Service solely for your professional practice.
### **B. Absolute Prohibitions**
You **ABSOLUTELY MAY NOT:**
1. **Use the Service for unlicensed medical practice** or outside your authorized scope.
2. **Reverse engineer, decompile, disassemble**, or attempt to derive source code.
3. **Copy, modify, create derivative works**, resell, rent, lease, or distribute any part of the Service.
4. **Use bots, crawlers, scrapers**, or automated access mechanisms.
5. **Circumvent technical restrictions** or access controls.
6. **Use the Service in violation of ANY applicable law** or regulation.
### **C. Intellectual Property Protection**
The Service, including but not limited to:
- Prescription templates and form structures
- User interface designs and workflows
- System architecture and processing logic
- All software, code, and documentation
- Trademarks, logos, and branding
are **PROPRIETARY AND CONFIDENTIAL** property of Ontario Technologies Co., protected by copyright, trademark, trade secret, and other intellectual property laws.
**NO RIGHT, TITLE, OR INTEREST** is transferred to you except the limited usage license herein.
## 4. CRYPTOCURRENCY PAYMENT TERMS
### **A. Payment Processing**
- All fees are quoted in **USDT (Tether)** equivalent; we accept **multiple cryptocurrencies** through Coinpayments.net.
- **Cryptocurrency payments are IRREVERSIBLE** once confirmed on the blockchain.
- You are responsible for **ALL transaction fees** (network gas fees, processor fees).
### **B. Price Volatility Acknowledgement**
You **ACKNOWLEDGE AND ACCEPT** that:
1. Cryptocurrency values fluctuate; the USDT equivalent at payment time is binding.
2. We are **NOT RESPONSIBLE** for exchange rate changes between quote and payment.
3. Refunds (if applicable) will be issued in the cryptocurrency received or equivalent value.
### **C. Subscription & Billing**
1. Subscriptions **automatically renew** until canceled by you.
2. You may cancel **anytime**, but no refunds for partial periods.
3. We may **suspend or terminate** access immediately for non-payment.
4. Fee changes require **30 days notice**; continued use constitutes acceptance.
## 5. SERVICE MODIFICATIONS & AVAILABILITY
### **A. Our Rights**
We reserve the right to:
1. Modify, suspend, or discontinue any Service feature at any time.
2. Impose usage limits or restrictions.
3. Update, change, or remove templates and content without notice.
### **B. No Guarantees**
We **DO NOT GUARANTEE:**
- Continuous, uninterrupted, or error-free Service access
- Specific feature availability or performance levels
- Compatibility with all devices, browsers, or systems
- Data processing speeds or response times
## 6. COMPREHENSIVE DISCLAIMERS
**THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED.**
We **EXPRESSLY DISCLAIM** all warranties including:
- **Merchantability** or fitness for a particular purpose
- **Non-infringement** of third-party rights
- **Accuracy, completeness, or reliability** of any content
- **Compliance** with any specific jurisdiction's requirements
- **Security** beyond industry-standard measures
## 7. EXTREME LIMITATION OF LIABILITY
### **A. Cap on Liability**
**TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE LESSER OF:**
1. **CAD $100**, OR
2. **The amount you paid to us in the 12 months preceding the claim.**
### **B. Excluded Damages**
**IN NO EVENT SHALL WE BE LIABLE FOR:**
1. **Any indirect, incidental, special, consequential, or punitive damages.**
2. **Loss of profits, revenue, data, or business opportunities.**
3. **Any clinical outcomes, patient harm, or malpractice claims.**
4. **Regulatory penalties, license actions, or professional discipline.**
5. **Costs of substitute goods or services.**
## 8. INDEMNIFICATION NUCLEAR CLAUSE
**YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS** Ontario Technologies Co., its directors, officers, employees, and agents from **ANY AND ALL** claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:
1. **Your use or misuse** of the Service.
2. **Your violation** of these Terms or any applicable law.
3. **Your clinical decisions**, prescriptions, or patient care.
4. **Your breach** of any representation, warranty, or covenant herein.
5. **Any patient data** incidents (breaches, unauthorized access, etc.).
6. **Your failure** to obtain proper patient consents.
7. **Your non-compliance** with healthcare regulations.
**THIS INDEMNIFICATION OBLIGATION SURVIVES TERMINATION OF YOUR ACCOUNT AND THESE TERMS.**
## 9. TERMINATION & SUSPENSION
### **A. Our Rights**
We may **immediately suspend or terminate** your access if:
1. You breach any term of this Agreement.
2. We suspect fraudulent, abusive, or illegal activity.
3. Required by law or regulatory authority.
4. You become insolvent, bankrupt, or cease practice.
5. We discontinue the Service generally.
### **B. Effect of Termination**
Upon termination:
1. Your license immediately ceases.
2. You must cease all use of the Service.
3. We may delete your account data per our Privacy Policy.
4. Surviving provisions remain in effect (including indemnification).
### **C. Your Data Export Responsibility**
You are **SOLELY RESPONSIBLE** for exporting any clinical data from YOUR systems before termination. We have no patient data to return.
## 10. GOVERNING LAW & DISPUTE RESOLUTION
### **A. Governing Law**
These Terms are governed by and construed under the **laws of the Province of Ontario and the federal laws of Canada** applicable therein, **without regard to conflict of law principles.**
### **B. Mandatory Arbitration**
**ANY DISPUTE, CLAIM, OR CONTROVERSY** arising from or relating to these Terms or the Service **SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION** administered by the **ADR Institute of Canada** under its Arbitration Rules.
- **Location:** Toronto, Ontario, Canada
- **Language:** English
- **Number of Arbitrators:** One
- **Costs:** Each party bears its own costs; arbitrator's fees split equally
### **C. Class Action & Jury Trial Waiver**
**YOU EXPRESSLY WAIVE:**
1. Any right to participate in class actions, class arbitrations, or representative actions.
2. Any right to a jury trial.
3. Any right to bring claims as a plaintiff or class member.
### **D. Injunctive Relief Exception**
Notwithstanding arbitration, we may seek **injunctive relief** in any court of competent jurisdiction to prevent unauthorized use or infringement of our intellectual property.
## 11. GENERAL PROVISIONS
### **A. Entire Agreement**
These Terms, with incorporated policies, constitute the **ENTIRE AGREEMENT** between you and Ontario Technologies Co. regarding the Service, superseding all prior agreements.
### **B. Severability**
If any provision is found unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions remain in full force.
### **C. No Waiver**
Our failure to enforce any right or provision is not a waiver of that or any other right.
### **D. Assignment**
You may not assign or transfer these Terms without our prior written consent. We may assign freely.
### **E. Force Majeure**
We are not liable for delays or failures due to circumstances beyond our reasonable control.
### **F. Notices**
We may provide notices via email, platform notification, or posting on our website. You are responsible for maintaining current contact information.
## 12. MODIFICATIONS TO TERMS
We reserve the right to modify these Terms at any time. We will provide notice of material changes via email or platform notification.
**YOUR CONTINUED USE AFTER CHANGES CONSTITUTES ACCEPTANCE OF THE MODIFIED TERMS.**
## 13. CONTACT INFORMATION
For questions about these Terms:
**Legal Department**
Ontario Technologies Co.
erxclinic@ontariotechnologiesco.com
**Response:** We will acknowledge inquiries within 7 business days.
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**FINAL PROFESSIONAL ACKNOWLEDGMENT**
**BY USING THE eRxClinic SERVICE, YOU IRREVOCABLY CONFIRM THAT:**
1. You are a licensed medical professional.
2. You accept 100% responsibility for your clinical decisions and regulatory compliance.
3. You understand and agree to these Terms in their entirety.
4. You waive specified legal rights as outlined herein.
**THIS IS A PROFESSIONAL SERVICES AGREEMENT—NOT CONSUMER SOFTWARE.**