SwitchRX may, at any time and for any reason and in its sole discretion, change, suspend or terminate, temporarily or permanently, the services or the Website (or any part thereof), or terminate this Agreement, without any prior notice or liability to you or any other person.

If this Agreement is terminated by you or SwitchRX for any reason, then: (a) this Agreement will nevertheless continue to apply and be binding upon you in respect of your use of the Website and the services prior to termination; (b) you may be prevented from accessing the Website and services, your account details, or any other content which is contained or attached to your account; and (c) SwitchRX may continue to use and disclose your personal information in accordance with the Privacy Policy as amended from time to time.

15. Disclaimers

Our provision both of access to the Website and to our services is dependent on a variety of other service providers—like internet service providers (including both yours and ours), website hosts, email service providers and the like—that we do not and cannot control. As such, the Website, accounts, and the services provided on or through the Website or otherwise by SwitchRX ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. We assume no risk or responsibility for your use of or inability to use the Website or any of the services or the content provided on the Website.

TO THE FULL EXTENT PERMITTED BY LAW, SWITCHRX, OUR AFFILIATES, AND OUR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, MEMBERS OR SUPPLIERS DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE, ITS CONTENTS AND ALL SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OR ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR USE.

In addition, if you access or transmit any content through the use of the Website, you do so at your own discretion and your sole risk. You are solely responsible for any loss or damage to you in connection with such actions. We are not responsible for any incorrect or inaccurate content in connection with the Website, whether caused by users or by any of the programming associated with or utilized in the Website. We are not responsible for the conduct, whether online or offline, of any user of the Website. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications.

Without limiting the foregoing, we do not represent or warrant that the information on the Website or the services are accurate, complete, reliable, useful, timely or current or that the Website or services will operate without interruption or error. No warranty is given that there may not be a contrary view to any of the material that is published on the Website. We assume no responsibility and will not be liable for any damages on account of your access to, use of, or browsing on the Website, or inability to do any of the foregoing.

16. Disclosure

We may receive unrestricted educational grants from time to time from pharmaceutical companies, including Allergan Inc, Janssen Inc, Lundbeck Canada Inc, Otsuka pharmaceuticals, Pfizer Canada and Sunovion pharmaceuticals Canada Inc. However, these companies have no ownership or interest in SwitchRx, and receive no benefit from SwitchRx or the Website. We maintain full control over the content of the Website and all information is provided on an impartial basis.

17. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, OR ANY OF OUR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, MEMBERS OR SUPPLIERS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES: (A) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE WEBSITE OR THE SERVICES; OR (B) SUFFERED AS A RESULT OF YOUR USE OR RELIANCE ON THE WEBSITE.

This is a comprehensive limitation of liability that applies to all losses and damages of any kind (whether general, special, consequential, incidental, exemplary, punitive or otherwise, including, without limitation, loss of data, income or profits or failure to realize anticipated savings), whether based in contract (including fundamental breach), tort (including negligence), strict liability or otherwise, even if we have been advised of or should have known of the possibility of such damages.

If you are dissatisfied with these User Terms, your sole and exclusive remedy is to terminate this Agreement. You acknowledge, by your use of the Website or the services that such use is at your sole risk.

Notwithstanding the foregoing, if for any reason we are found liable for any loss or damage which arises out of or is in any way connected to your use of (or inability to use) the services or the Website, then our the total aggregate liability under such circumstances will not exceed $10.00 (Canadian funds), in aggregate.

18. Indemnification

You agree to indemnify and save harmless SwitchRX, its affiliates, and our respective officers, directors, employees, consultants, representatives, members and agents (in this section, "we" and "us") from and against any claim, cause of action, demand, cost, loss, expense or liability, including without limitation reasonable professional fees, brought against or suffered or incurred by us as a result of your use of the services or the Website, or a breach of this Agreement. Without limiting the foregoing, you assume any and all liability for Submissions uploaded or downloaded with your account credentials, and you agree to defend, indemnify and hold us harmless from and against any and all third-party claims, actions, proceedings, damages and expenses (including without limitation lawyer fees on a solicitor-client basis) and costs, arising out of the breach or alleged breach of a covenant, representation or warranty in this Agreement.

When we are threatened with a suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us as provided above; your failure to provide those assurances may be considered by us to be a material breach of this Agreement. In addition, in the event we are made a party to any claim, suit or action relating to or arising from any services offered by us that is: (a) initiated by you, which is unsuccessful; or (b) initiated by a third party, who is suing you; you will reimburse us at a reasonable rate for all personnel time and expenses expended by us in response to such claim, suit or action including without limitation, all attorney fees and expenses incurred by us with respect to such response. This defence and indemnification obligation will survive this Agreement and your cessation of use of the Website and our services.

19. Confidentiality

Transmissions to SwitchRX (whether effected through the Website or otherwise) may not be secure, may not be treated as confidential or protected in any way, and do not create any fiduciary or other relationship or duty of any kind. You should not send confidential or sensitive information via the Internet or e-mail, including via the Website.

20. Severability

The terms of this Agreement are severable. If any provision of this Agreement is determined to be unenforceable or invalid, then such provision will be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions.

21. Other Jurisdictions

Use of the Website and consumption of the services is unauthorized in jurisdictions that do not give effect to this Agreement or where access to or use of Website or the services may be illegal or prohibited. Those who choose to access the Website or use the services from such locations do so on their own initiative at their own risk, and are responsible for compliance with local laws if and to the extent local laws are applicable.

22. Waiver

No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.

23. Enurement

The provisions of this Agreement will enure to the benefit of and be binding upon each of SwitchRX and its successors and assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without the express prior written consent of SwitchRX which may be withheld in SwitchRX's sole discretion. SwitchRX may assign this Agreement and its rights and obligations under this Agreement without your consent or notice to you.

24. Survival

The provisions of Sections 4, 8, 9, 14—16, and 18—24 shall survive termination of the Agreement, howsoever occasioned.

25. Governing Law and Courts; Timing of Claims

This Agreement and your use of the Website and the services will be governed by and interpreted exclusively in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable in British Columbia, excluding its conflict of laws rules and all private international laws. You consent and submit to the exclusive jurisdiction of the Courts located in the Province of British Columbia in all disputes arising out of or relating to your use of or inability to use the Website, the services and this Agreement. You agree that any claim or cause of action you may have arising from, connected with, or relating to this Agreement, the Website or our services must be commenced in a court of competent jurisdiction in the Province of British Columbia within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred.

26. Entire Agreement

This Agreement, together with those documents incorporated or referred to herein, constitute the entire agreement between you and SwitchRX relating to your use of the Website and the provision of accounts and related services, and supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and cannot be amended or modified except by the express and explicit agreement of SwitchRX to modify this Agreement in writing, or by SwitchRX making such amendments or modifications available to you pursuant to a modification of this Agreement as permitted herein. No SwitchRX employee or agent has the authority to vary this Agreement. In the event of a conflict between the provisions of the User Terms and the provisions of any other document or agreement incorporated or referenced herein, these User Terms will govern to the extent of the inconsistency.