Last Updated: August 22nd, 2025
Subject to these Terms of Use (these "Terms"), PXC Inc. ("PharmacyXChange", "we", "us" or "our") provides access to its mobile application and web-based platform (collectively, the "Platform"). These Terms govern your use of the Platform and apply to each individual accessing or using the Services ("you" or "your").
Please read these Terms carefully before accessing or using the Platform. By accessing or using the Platform, you agree to be bound by these Terms and any policies or other documents incorporated by reference. If you do not agree to these Terms, you may not use or access the Platform.
You hereby acknowledge and agree that: (i) you will access and use the Platform exclusively in the course of your professional practice as a licensed pharmacist; (ii) your entitlement to access and continue using the Platform is conditional upon the timely payment in full of all applicable fees; (iii) you shall at all times comply with these Terms; and (iv) any personal information provided to, or otherwise collected by, us in connection with the Platform shall be processed in accordance with our Privacy Policy, as amended from time to time.
We may, at our sole discretion, amend these Terms at any time. Any amendment to these Terms will be communicated to you via the email address associated with your user account or through an in-app notification or pop-up. Unless otherwise specified, all amendments will be effective immediately, and your continued use of the Platform will constitute your acceptance of such amendments. If you do not agree with any amendment, you can cancel your user account at any time. Please refer to Section 5.3 for details on in the event of account cancellation. We strongly recommend that you periodically review these Terms so that you remain fully informed of the terms and conditions governing your use of the Platform. The "Last Updated" date displayed at the beginning of these Terms indicates the most recent revision.
The Platform operates solely as a professional communication interface for use by pharmacists who hold a current and valid licence to practice. Its function is limited to facilitating lawful, compliant exchanges of information between such pharmacists in relation to the purchase, sale, or other legitimate supply of authorized pharmaceutical products. The Platform neither dispenses, distributes, nor sells medicinal products, and does not act as a wholesale dealer, pharmacy, or agent for any party. Any transaction or arrangement arising from communications conducted through the Platform is concluded exclusively between the participating pharmacists, each of whom bears sole responsibility for ensuring full adherence to all applicable laws, regulations, professional standards, and the conditions of their licence.
By accessing or using the Platform, you represent and warrant, that: (i) you hold and will at all relevant times maintain a current, valid licence (or equivalent authorization) to practice as a pharmacist in all applicable jurisdictions; (ii) you are, and will remain throughout your use of the Platform, in good standing with all applicable professional, regulatory, and licensing bodies; (iii) you possess, and will continue to possess, all licences, permits, approvals, and other consents necessary or desirable for the lawful conduct of your practice as a pharmacist and for your lawful use of the Platform; and (iv) you will comply at all times with all statutes, regulations, professional standards, and other legal or regulatory requirements that apply to you, your professional activities, and your access to and use of the Platform, including, ensuring that any pharmaceutical products are shipped to a licensed pharmacy/pharmacist in good standing; that you have any necessary provincial or federal licensing required for a particular purchase, sale, or other legitimate supply of authorized pharmaceutical products; and that any applicable statutory requirements or conditions for a particular purchase, sale, or other legitimate supply of authorized pharmaceutical products are met.
You are authorized to access and use the Platform solely: (i) in the ordinary course of your professional activities as a duly licensed pharmacist; and (ii) for the listing, purchase or sale of pharmaceutical products exclusively with other users of the Platform who are likewise duly licensed pharmacists. You shall not permit or enable any third party to access the Platform, whether by sharing log-in credentials or by any other means, and you must at all times access the Platform only through your own individual user account created in accordance with Section 4. Any other use of the Platform is strictly prohibited.
In connection with your use of the Platform you must not:
In addition to any other remedies available to us, we reserve the right, without notice, to investigate any suspected breach of these Terms or misuse of the Platform and to suspend or terminate your account or access to the Platform immediately. We may report any conduct that we reasonably believe violates any law, regulation or professional standard to the relevant law enforcement, regulatory or professional bodies and may cooperate fully with them by disclosing any information in our possession that may be relevant. If you become aware of any actual or suspected breach of these Terms, you must promptly notify us and provide all reasonable assistance we request to prevent, mitigate or remedy the breach.
To access and use the Platform, you must create an individual user account. In connection with your access to and use of the Platform, you agree that you shall: (i) provide accurate, current, and complete information as requested during the registration process (collectively, "Registration Data"); (ii) keep your username, password and any other security credentials strictly confidential and secure; and (iii) promptly update Registration Data and any other information you submit through the Platform so that it remains accurate, current and complete. We may, at our discretion, require you to supply additional information as a condition of your continued use of the Platform. Each user account is personal to the registered pharmacist and must not be shared with, or transferred to, any other person without out prior consent.
You are solely responsible and liable for all activities conducted through your user account, whether authorized by you or not. You must notify us immediately upon becoming aware of any unauthorized access to, or use of, your user account or any other actual or suspected breach of security.
You agree to pay the then-current monthly subscription fee for your use and access to the Platform.
All fees are payable in Canadian dollars and are exclusive of applicable sales, goods and services, value-added, or similar taxes. Such taxes will be calculated according to the billing address you supply, and you confirm that we may rely on the name and address you provide as the place of supply for tax purposes. You remain solely responsible for any taxes, duties, or other governmental levies that arise in connection with your use of the Platform.
If your user account is cancelled, suspended, or otherwise terminated for any reason, you acknowledge and agree that you are not entitled to a refund of any fees paid in advance.
All payments are processed through our third-party payment provider(s). You must submit valid payment details to the relevant payment provider and, where applicable, accept any additional terms that govern the use of their services. To the fullest extent permitted by law, we disclaim all liability arising out of or in connection with your use of any third party payment provider, and you agree that any disputes regarding payment processing are solely between you and the applicable payment provider.
Please review our Privacy Policy, which is incorporated into and forms an integral part of these Terms. Our Privacy Policy explains how we collect, store, use, disclose, transfer and otherwise process personal information. By using the Platform or providing us with personal information, you confirm that you have read and understood our Privacy Policy and you expressly consent to our collection, use, disclosure, retention, and other processing of personal information in accordance with our Privacy Policy.
For the purposes of the Terms, the following definitions shall apply:
PharmacyXChange owns, or is the lawful licensee of, all Intellectual Property Rights in and to PharmacyXChange IP. Except for the right to use PharmacyXChange IP in accordance with these Terms, no right, title or interest in or to the PharmacyXChange IP is transferred to you, whether by implication, estoppel or otherwise. All rights not expressly granted are hereby reserved.
Subject to your compliance with these Terms, and for the period your user account is active, PharmacyXChange hereby grants to you a limited, revocable, non-exclusive, non-sublicensable licence to access and use PharmacyXChange IP solely to the extent necessary for your professional practice as a licensed pharmacist.
If you provide us with any suggestion, enhancement request, recommendation, evaluation, correction, or other feedback regarding the Platform (collectively, "Feedback"), you hereby irrevocably and unconditionally grant to us a worldwide, perpetual, irrevocable, transferable, sub-licensable, and royalty-free licence to use, reproduce, copy, modify, adapt, publish, translate, distribute, disclose, create derivative works from, commercialize, and otherwise exploit such Feedback in any manner and for any purpose whatsoever, including incorporating such Feedback into the Platform or any other products or services, without restriction and without any obligation of attribution or compensation to you or any third party. We shall have no obligation to review, incorporate, or otherwise use any Feedback provided by you.
The Platform may, for your convenience, display hyperlinks to websites, applications, resources or other materials that are published, controlled or provided by third parties ("Third Party Sites") together with information, data, text, graphics or other content originating from such sources ("Third Party Content"). Your decision to access, rely upon or otherwise use any Third Party Site or Third Party Content is entirely at your own risk and discretion. We do not monitor, verify, endorse, approve or assume any responsibility for Third Party Sites or Third Party Content and we make no representation, warranty or guarantee as to their accuracy, completeness, timeliness, quality, suitability, availability or reliability. The inclusion of a hyperlink within the Platform shall not be construed as, and does not constitute, our endorsement, sponsorship, recommendation or affiliation with the relevant Third Party Site, its operator, or any products, services or information offered through it. We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss, damage, costs or expenses arising out of or in connection with your access to, use of, or reliance upon any Third Party Site or Third Party Content. Once you leave the Platform, these Terms cease to apply and the terms, conditions and policies of the relevant third party will govern your use of the Third Party Site, Third Party Content and any related transactions. You should therefore review all applicable user agreements, privacy notices, cookie policies and other terms, and carry out any further enquiries or due diligence that you, in your professional judgement, deem necessary before proceeding with any interaction or transaction with a third party.
We may, from time to time, display or otherwise make available within the Platform advertising, sponsorship or promotional content originating from third parties. Any discussions, correspondence, negotiations or other commercial dealings that you choose to enter into with such third-party advertisers, including your participation in any promotion and any terms, conditions, warranties or representations relating thereto, are conducted solely between you and the relevant third party. We do not endorse, verify or accept any responsibility for third party advertising and, to the fullest extent permitted by law, shall not be liable for any loss, damage, cost or expense of whatsoever nature suffered or incurred by you as a result of, or in connection with: (i) your dealings with any third party advertiser; or (ii) the presence of such advertising on the Platform.
The Platform, together with all content, functionality and services made available through it, is provided to you strictly on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, PharmacyXChange expressly disclaims all representations, warranties, conditions and other terms of any kind, whether express, implied or statutory, including any implied warranties or conditions of MERCHANTABLE QUALITY, fitness for a particular purpose, accuracy, and non-infringement. Without limiting the foregoing, we do not warrant and expressly disclaim any representation that (i) the Platform will meet your requirements; (ii) the operation of the Platform will be uninterrupted, timely, secure or error-free; (iii) the information obtained through the Platform will be reliable, accurate, current or complete; (iv) the Platform will remain available at all times or for any specific period; (v) identified defects or errors will be corrected; or (vi) the Platform, its servers or any e-mails sent from us are free of viruses, malware or other harmful components. To the fullest extent permitted by law, PharmacyXChange shall have no liability for (a) the security of the Platform or any interruption, delay or failure of the Platform however caused; (b) any loss or corruption of data or material in transit; or (c) any loss or corruption of data or material downloaded to, or stored on, any device. You acknowledge and agree that we may, in our sole discretion, suspend, withdraw or discontinue the Platform, or any part of it, temporarily or permanently, and you shall have no claim against us in respect of any such action.
You acknowledge and agree that there may be interruptions in service or events that are beyond our control. While we use commercially reasonable efforts to keep the Platform reasonably available, the Platform may be unavailable from time to time for any reason, including routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, access to the Platform may be interrupted, suspended, or terminated. We retain the right at its sole discretion to deny service, or access to the Platform to anyone or any user account, at any time and for any reason.
We employ administrative, technical and physical safeguards consistent with generally accepted industry standards to protect any information you submit to or through the Platform, both whilst it is in transit and once it has been received. Nevertheless, you acknowledge that no method of Internet transmission or electronic storage is entirely secure, and we therefore cannot and do not guarantee the absolute security of any information you transmit or that we hold. You further understand and agree that such information may be transferred without encryption across various networks, and may be adapted to meet the technical requirements of those networks or of the devices through which it is conveyed.
You agree to defend, indemnify and hold PharmacyXChange and its directors, officers, employees, agents, contractors, suppliers, service providers, subcontractors and suppliers (collectively, the "Indemnified Parties") harmless from and against any and all third party claims, actions, liabilities, losses, damages, judgments, costs and expenses, including reasonable legal fees, that are incurred by any Indemnified Party and that arise out of or relate to: (i) your breach of these Terms; (ii) your access to or use of the Platform; (iii) any actual or alleged infringement or violation by you of the rights of any third party; or (iv) any User Content. You shall cooperate fully with the Indemnified Parties in the defence of any third party claim and shall not settle, compromise or otherwise dispose of any such claim without PharmacyXChange's prior written consent.
Subject to Section 16.2, and to the fullest extent permitted by applicable law, the maximum aggregate liability of PharmacyXChange and its directors, officers, employees, agents, contractors, licensors, service providers, suppliers and subcontractors to you, whether arising in contract or tort (including negligence), as a result of a breach of warranty, strict liability, indemnity, or under any other theory of liability whatsoever, shall be limited to the total fees actually paid by you for access to and use of the Platform during the three (3) months immediately preceding the first event giving rise to such liability.
To the fullest extent permitted by applicable law, PharmacyXChange, together with its directors, officers, employees, agents, contractors, licensors, service providers, suppliers and subcontractors, shall not be liable to you for (i) any indirect, consequential, incidental, exemplary, punitive or special loss or damage; or (ii) any loss of revenue, savings, profits, business, opportunity, data or goodwill, or any other economic or pecuniary loss, in each case, arising out of or in connection with your access to, use of, or inability to use the Platform, whether arising in contract or tort (including negligence), as a result of a breach of warranty, strict liability, indemnity, or under any other theory of liability whatsoever, and even if we have been advised of the possibility of such loss or damage in advance.
We may, acting reasonably and at our sole discretion, do any of the following at any time without prior notice or liability: (i) suspend or terminate your access to the Platform, in whole or in part; (ii) block or restrict your future access to, or use of, the Platform, in whole or in part; (iii) modify, suspend, withdraw, or discontinue the Platform or any of its features or functionality; or (iv) establish, revise, or remove usage limits or other restrictions applicable to the Platform.
You may close your user account at any time by following the account deletion process providing through the Platform or by contacting us using the details provided under Section 21. We will delete your account as soon as reasonably practicable after receiving your request. We will retain your Registration Data and any other information you have submitted, uploaded, or otherwise made available through the Platform in accordance with Section 18.2.
If we have reasonable grounds to believe that the security or integrity of your user account has been compromised, we may, without liability to you, take any action we consider necessary to protect the Platform, other users, or ourselves. Such action may include placing a temporary hold on your user account, suspending or terminating your access, resetting associated credentials, and/or informing law enforcement or other competent authorities, all in accordance with applicable law.
Either you or we may terminate your access to and use of the Platform at any time. Upon such termination, you acknowledge and agree that we may retain message logs and other relevant records as required by applicable laws and regulatory requirements.
Subject to Section 18.1, if you request the deletion of your user account, all data associated with your user account will be retained by us for a period of ten (10) years following such deletion. Upon the expiry of this ten (10) year period, all such data will be deleted in accordance with our Privacy Policy.
Each party agrees that all disputes, claims, or other matters arising from or relating to these Terms will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any conflict of law provision that would give effect to any choice or conflict of law provision or rule.
All disputes arising out of or in connection with these Terms, including your access to and use of the Platform, will be finally resolved by mandatory arbitration in accordance with the Arbitration Act, 1991 (Ontario). The arbitration will be conducted in English by a single arbitrator, either in Toronto, Ontario or remotely, as agreed to by the parties. The decision of the arbitrator will be final and binding on the parties and not subject to any appeal.
In these Terms, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided: (i) the words "include", "includes", and "including" are deemed to be followed by the words "without limitation"; (ii) the word "or" is not exclusive; (iii) the division of this Agreement into sections, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms; and (iv) any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.
If any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, all without affecting the validity and enforceability of any other remaining provisions.
PharmacyXChange's failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
These Terms (including our Privacy Policy) and any other policies or other documents incorporated by reference constitutes the entire agreement between the parties with respect to the subject matter contained herein and therein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
We may provide notice to you in any of the following ways: (i) we may email you at the email address associated with your user account; or (ii) by posting a general announcement within the Platform. Where notice is provided by posting, we shall place the announcement in a location we consider reasonably appropriate. You acknowledge and agree that it is your responsibility to check both your registered e-mail account and the Platform on a regular basis for notices. You may provide notice to us by contacting us using the details provided under Section 21.
PharmacyXChange may assign any or all of its rights hereunder to any party without your consent. You may not assign any of your rights or obligations hereunder without PharmacyXChange's prior written consent, and any such attempted assignment will be void and unenforceable. Subject to the foregoing, the Terms shall be binding upon, and shall enure to the benefit of, the parties and their respective permitted successors and permitted assigns.
The relationship between the Parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and no party shall have authority to contract for or bind the other party in any manner whatsoever.
Sections 5.2, 5.4, 6, 7, 8, 9, 10, 12, 13, 14, 15, 16, 18.2, 19, and 20 will survive the termination or expiration of these Terms. All other provisions of these Terms which by their nature are intended to survive such expiration or termination, shall survive.
If you have any questions regarding these Terms or the Platform, or if you wish to contact us for any other reason, please do so by emailing us at contact@pharmacyxchange.ca.
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