RXTUTEUR TERMS OF SERVICE

These Terms of Service constitute an agreement (the "Agreement") between RxTuteur inc, a Quebec corporation with its principal place of business located at 472 Monmouth Ave, Mont-Royal, QC, H3P 2B4, Canada, ("RxTuteur"), and the person or entity ("Client" or "you") accessing and using the RxTuteur Platform (as defined below).

BY ACCEPTING THIS AGREEMENT OR BY ACCESSING OR USING THE RXTUTEUR PLATFORM, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU ARE USING THE RXTUTEUR PLATFORM AS AN EMPLOYEE, AGENT OR CONTRACTOR OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY NECESSARY TO BIND SUCH ENTITY TO ACCEPT THE TERMS OF THIS AGREEMENT. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE (OR DEEMED ACCEPTANCE THROUGH USE OF THE RXTUTEUR PLATFORM) BY SUCH AUTHORIZED PERSONNEL.

The "Effective Date" of this Agreement is the date that corresponds to the earlier of: (a) the Client's initial access to the RxTuteur Platform through an online procurement, registration or ordering process; or (b) the effective date of your first Order (defined below). This Agreement shall govern the Client's initial purchase on the Effective Date as well as all future purchases made by the Client that reference this Agreement.

Amendments to this Agreement: From time to time, RxTuteur may amend this Agreement. Unless otherwise indicated by RxTuteur, amendments shall become enforceable against the Client upon the renewal of the then-current Term, or upon a new order placed after the updated version of this Agreement comes into effect. RxTuteur shall use reasonable efforts to notify the Client of changes through communications on the Client's account, by email or by other means.

The following terms shall have the following meanings when used in this Agreement.

1.1- "Order" means an order for access to the RxTuteur Platform, signed by the parties and referencing these Terms of Service.

1.2- "Client Data" means all information collected, processed and/or stored via the RxTuteur Platform by the Client or on the Client's behalf.

1.3- "Privacy and Security Law" means the privacy and security laws governing the processing of Client Data by RxTuteur.

1.4- "RxTuteur Platform" means RxTuteur's software-as-a-service application identified and described in any Order that enables Users to access certain features and functions through a web interface, in particular pharmacies that use the application for staff training and/or regulatory compliance.

1.5- "Term" is defined in Section 11.1 below.

1.6- "User" means any person who uses the RxTuteur Platform on behalf of the Client or through the Client's account or passwords, whether or not authorized.

2.1- Use of the RxTuteur Platform. During the Term, the Client may access and use the RxTuteur Platform in accordance with the terms of any current Order, including the features and functions required by the Order.

2.2- Support for the RxTuteur Platform. RxTuteur shall use commercially reasonable efforts to (a) provide the Client with support for the use of the RxTuteur Platform, and (b) maintain the RxTuteur Platform operational and available for the Client, in each case in accordance with its customary policies and procedures.

2.3- Revisions to the RxTuteur Platform. RxTuteur may revise the features and functions of the RxTuteur Platform at any time, including, without limitation, by removing such features and functions. If such a revision of the RxTuteur Platform materially reduces the features or functions provided under a current Order, the Client may, within 30 days of notification of the revision, terminate that Order, without cause, or terminate this Agreement, without cause, if that Order is the only one in effect.

3.1- Subscription Fees. The Client shall pay RxTuteur the fees stipulated in each Order (the "Subscription Fees") for each Term.

3.2- Invoicing and Payments. RxTuteur invoices are due within 30 days of issuance. The Client shall maintain at all times complete, accurate and up-to-date billing and contact information. In the event of late payment, the Client shall pay interest charges from the date the payment was due, at the lower of 2% per month or the highest rate permitted by applicable law. RxTuteur shall in no event be required to refund the Subscription Fees.

3.3- Suspension for Non-Payment. RxTuteur reserves the right (in addition to any other right or remedy RxTuteur may have) to suspend any access by the Client to the RxTuteur Platform if any Subscription Fees are overdue, until such amounts are paid in full.

3.4- Taxes. All Subscription Fees and other amounts payable by the Client under this Agreement exclude taxes and other similar costs, unless expressly stated otherwise. Without limiting the foregoing, the Client is responsible for all taxes of any kind imposed by any governmental authority on the amounts payable by the Client hereunder, except for taxes imposed on the income of RxTuteur.

4.1- Use of Client Data. RxTuteur must use Client Data in certain ways to power the processing of the RxTuteur Platform, including the fulfillment of Client-specific templates. The Client remains at all times the owner of all Client Data. Accordingly:

(a) RxTuteur undertakes to:

(i) process Client Data as necessary to provide the core functionality of the RxTuteur Platform to the Client, including in the manner expressly consented to in an Order;
(ii) process and/or transfer Client Data only through secure, reasonable and appropriate mechanisms;
(iii) make reasonable efforts to prevent unauthorized disclosure or exposure of Client Data; and
(iv) comply with all Privacy and Security Laws that are applicable both specifically to RxTuteur and generally to data processors in the jurisdictions in which RxTuteur conducts business.

(b) RxTuteur undertakes not to:

(i) access, process or otherwise use Client Data other than to the extent necessary to facilitate the RxTuteur Platform; or
(ii) give any third party access to Client Data, except for subcontractors or collaborators of RxTuteur who require such access to facilitate or operate the RxTuteur Platform and who are subject to a reasonable written agreement governing the use and security of Client Data.

4.2- Removal Requests. If RxTuteur receives a "right to know", deletion, "right to be forgotten" or similar request concerning Client Data, RxTuteur may respond in accordance with applicable law. Nothing in this Agreement prevents RxTuteur from asserting any rights or defenses it may have under applicable law with respect to such requests.

4.3- Privacy Policy. The Client acknowledges the privacy policy of RxTuteur concerning the RxTuteur Platform and the collection of personal information at https://app.rxtuteur.com/privacy, and the Client acknowledges and agrees that nothing in this Agreement limits the right of RxTuteur to amend such privacy policy.

4.4- Erasure. RxTuteur may permanently erase Client Data if the Client's account is in default, suspended or terminated for 30 days or more, without limiting any other rights or remedies of RxTuteur.

4.5- Compulsory Disclosure. Notwithstanding the foregoing provisions of this Section 4, RxTuteur may disclose Client Data as required by applicable law or by an appropriate legal or governmental authority. RxTuteur shall give the Client prompt notice of any legal or governmental request and shall reasonably cooperate with the Client in any effort to obtain a protective order or to otherwise challenge the required disclosure, at the Client's expense.

4.6- Risk of Exposure. The Client acknowledges and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, by accessing and using the RxTuteur Platform, the Client assumes such risks. RxTuteur makes no representation, warranty or assurance that Client Data will not be exposed or disclosed due to errors or actions of third parties.

4.7- Data Accuracy. RxTuteur shall not be responsible for the accuracy of data uploaded to the RxTuteur Platform by the Client, including, but not limited to, Client Data and all other data uploaded by Users.

5.1- Acceptable Use.

(a) The Client shall not:

(i) use the RxTuteur Platform for service bureau or time-sharing purposes or otherwise allow third parties to exploit the RxTuteur Platform;
(ii) provide RxTuteur Platform passwords or other login information to any third party;
(iii) share non-public features or content of the RxTuteur Platform with any third party;
(iv) access the RxTuteur Platform in order to build a competing product or service, to build a product using ideas, features, functions or graphics similar to those of the RxTuteur Platform, or to copy ideas, features, functions or graphics of the RxTuteur Platform; or
(v) initiate web or data "scraping" attempts on or in connection with the RxTuteur Platform, including, without limitation, the collection of information through any software that simulates human activity or any algorithm or web crawler.

(b) In the event that RxTuteur suspects a violation of the requirements of this Section 5.1(a), including without limitation by Users, RxTuteur may suspend the Client's access to the RxTuteur Platform without notice, in addition to any other remedies available to RxTuteur.

5.2- Unauthorized Access. The Client shall take reasonable steps to prevent unauthorized access to the RxTuteur Platform, including, without limitation, by protecting its passwords and other login information. The Client shall notify RxTuteur immediately of any known or suspected unauthorized use of the RxTuteur Platform or any breach of its security and shall use its best efforts to terminate said breach.

5.3- Compliance with Laws. In its use of the RxTuteur Platform, the Client shall comply with all applicable laws, including, but not limited to, Privacy and Security Laws.

5.4- Users and Access to the RxTuteur Platform. The Client is responsible for: (a) the use of the RxTuteur Platform by Users, including, without limitation, unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to the Client; (b) any use of the RxTuteur Platform through the Client's account, whether or not authorized; and (c) the authorization of the processing of Client Data by the RxTuteur Platform.

5.5- Client Rights and Consents. The Client represents, warrants and undertakes to have and maintain during the Term all rights, consents and authorizations necessary to provide Client Data to RxTuteur and to authorize RxTuteur to use, disclose or otherwise process Client Data through the RxTuteur Platform as contemplated by this Agreement.

6.1- Intellectual Property Rights in the RxTuteur Platform. RxTuteur retains all rights, title and interest in and to the RxTuteur Platform, including, without limitation, all software used to provide the RxTuteur Platform and all graphics, user interfaces, logos and trademarks reproduced through the RxTuteur Platform. This Agreement does not grant the Client any intellectual property license or right in the RxTuteur Platform or any of its components, except to the limited extent such rights are necessary for the Client's use of the RxTuteur Platform as specifically authorized by this Agreement. The Client acknowledges that the RxTuteur Platform and its components are protected by copyright and other laws.

6.2- Open Source Software.

(a) Certain software elements may be provided to the Client with the RxTuteur Platform and are subject to third-party or "open source" or "free software" licenses ("Open Source Software"). Some of the Open Source Software is the property of third parties. The Open Source Software is not subject to the terms and conditions of Sections 6.1 (Intellectual Property Rights) or 9 (Indemnification). Instead, each element of the Open Source Software is subject to the terms of the end-user license that accompanies such Open Source Software.

(b) Nothing in this Agreement limits the Client's rights under, or grants the Client rights that supersede, the terms and conditions of any applicable end-user license for the Open Source Software. If a license for a particular Open Source Software requires it, RxTuteur makes such Open Source Software, and RxTuteur's modifications to such Open Source Software, available upon written request to the notification address specified in Section 12.2 below.

6.3- Feedback. RxTuteur has not agreed and does not agree to treat as confidential any Feedback (as defined below) that the Client or Users provide to RxTuteur, and nothing in this Agreement or in the relationship between the parties arising from or related to this Agreement shall restrict the right of RxTuteur to use, benefit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting the Client. It is understood that Feedback shall not be considered a trade secret of the Client. (The term "Feedback" refers to any suggestion or idea for improving or modifying any product or service of RxTuteur).

"Confidential Information" means the following items that RxTuteur discloses to the Client: (a) any document that RxTuteur marks as "confidential"; (b) any information that RxTuteur designates as "confidential" at the time of disclosure, provided that RxTuteur confirms such designation in writing within 5 business days; and (c) any other sensitive non-public information that the Client should reasonably consider to be a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in the Client's possession at the time of disclosure; (ii) is independently developed by the Client without using or referring to the Confidential Information; (iii) is publicly known, before or after disclosure, other than as a result of any improper action or inaction by the Client; or (iv) has been approved for disclosure in writing by the Client. The Client is advised that the Confidential Information may include valuable trade secrets of RxTuteur.

7.1 Non-Disclosure

(a) The Client shall not use the Confidential Information for any purpose other than those specified and agreed to by RxTuteur at the time of disclosure by RxTuteur (the "Purposes").

(b) The Client: (i) shall not disclose the Confidential Information to any employee or contractor of the Client, unless such person needs access to facilitate the accomplishment of the Purposes and has signed a non-disclosure agreement with the Client on terms no less restrictive than those of this Section 7.1; and (ii) shall not disclose the Confidential Information to any other third party without the prior written consent of RxTuteur.

(c) The Client shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of a similar nature and importance, but with at least reasonable care. The Client shall promptly notify RxTuteur of any misuse or misappropriation of the Confidential Information of which it becomes aware.

(d) Notwithstanding the foregoing, the Client may disclose the Confidential Information if required by applicable law or an appropriate legal or governmental authority; however, in such circumstances, the Client shall give RxTuteur prompt notice of any legal or governmental request, and shall reasonably cooperate with RxTuteur in any effort to obtain a protective order or to challenge the required disclosure, at RxTuteur's expense.

7.2- Termination and Return. With respect to each item of Confidential Information, the obligations of Section 7.1 above (Non-Disclosure) shall terminate two (2) years after the date of disclosure; provided that such obligations related to Confidential Information constituting the trade secrets of RxTuteur shall continue so long as such information remains subject to trade secret protection under applicable law. Upon termination of this Agreement, the Client shall destroy all Confidential Information of RxTuteur in its possession or under its control.

7.3- Injunction. The Client agrees: (a) that there is no adequate remedy at law for any breach of any of its obligations under this Section 7; (b) that it would be difficult to determine the damages resulting from a breach of this Section 7 and that such a breach would cause irreparable harm to RxTuteur; and (c) that a grant of injunctive relief provides a reasonable remedy, without RxTuteur having to prove actual damages or post a bond or other security. The Client waives any objection to such injunctive relief or any right to such proof, bond or other security. This Section 7.3 does not limit the right of either party to injunctive relief for violations not listed herein.

7.4- Retention of Rights. This Agreement does not transfer ownership of the Confidential Information nor grant any license thereto. RxTuteur shall retain all rights, title and interest in all Confidential Information.

8.1- By RxTuteur.

(a) RxTuteur represents and warrants that it is the owner of the RxTuteur Platform and each of its components, or the beneficiary of a valid license thereto, and that it has and shall retain full power and authority to grant the rights of use of the RxTuteur Platform set forth in this Agreement without the additional consent of any third party.

(b) In the event of a breach of the warranty set forth above in Section 8.1(a), RxTuteur shall, at its own expense, promptly endeavor to:

(i) Secure for the Client the right to continue using the RxTuteur Platform;
(ii) replace or modify the RxTuteur Platform so that the breach ceases; or
(iii) if such remedies are not commercially practicable in the reasonable opinion of RxTuteur, refund the fees paid for the RxTuteur Platform for each remaining month of the then-current Term following the date after which the Client's access to the RxTuteur Platform ceases as a result of such warranty breach.

(c) If RxTuteur exercises its rights pursuant to Section 8.1(b) above, the Client shall promptly cease all use of the RxTuteur Platform. Section 8.1, in conjunction with the Client's right to terminate this Agreement as applicable, sets forth the Client's sole remedy and RxTuteur's entire liability for breach of the warranty set forth above in this Section 8.1.

8.2- By the Client. The Client represents and warrants:

(a) that it has the right and authority to enter into, execute and perform its obligations under this Agreement and that no pending or imminent claim or dispute has, to its knowledge, a material adverse effect on its ability to perform its obligations under this Agreement;

(b) that it has accurately identified itself and has not provided any inaccurate information about itself on or through the RxTuteur Platform; and

(c) that it is a corporation, the sole proprietorship of a natural person aged 18 or over, or another entity authorized to carry on business in accordance with applicable law.

8.3- Disclaimer of Warranties.

(a) EXCEPT TO THE EXTENT PROVIDED IN SECTION 8.1 ABOVE, THE CLIENT ACCEPTS THE RXTUTEUR PLATFORM "AS IS", WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) RXTUTEUR HAS NO OBLIGATION TO INDEMNIFY OR DEFEND THE CLIENT OR USERS AGAINST CLAIMS RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT; (B) RXTUTEUR DOES NOT REPRESENT OR WARRANT THAT THE RXTUTEUR PLATFORM WILL PRODUCE ACCURATE OR RELEVANT CONTENT FOR THE CLIENT, OR WILL OPERATE WITHOUT INTERRUPTION OR ERROR; AND (C) RXTUTEUR DOES NOT REPRESENT OR WARRANT THAT THE RXTUTEUR PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSIONS, OR THAT THE CLIENT'S USAGE DATA WILL REMAIN PRIVATE OR SECURE.

9.1- The Client shall defend, indemnify and hold harmless RxTuteur and the RxTuteur Associates (as defined below) against any "Indemnification Claim", meaning any claim, action or proceeding by a third party arising from or related to the alleged or actual use, misuse or failure to use the RxTuteur Platform by the Client, including, but not limited to:

(a) claims by Users or employees of the Client, as well as by the Client's own customers;

(b) Data Incident-related claims (as defined below); and

(c) claims related to the infringement of a copyright, trademark, trade secret or right to privacy or confidentiality by written materials, images, logos or other content uploaded to the RxTuteur Platform through the Client's account, including, but not limited to, Client Data.

9.2- INDEMNIFICATION CLAIMS INCLUDE, WITHOUT LIMITATION, CLAIMS ARISING FROM OR RELATED TO THE GROSS NEGLIGENCE OF THE CLIENT.

9.3- The Client's obligations set forth in this Section 9 include, without limitation:

(a) settlement at the Client's expense and payment of final judgments rendered by a court of competent jurisdiction, as well as payment of reasonable court costs and other expenses; and

(b) reimbursement of reasonable legal fees incurred before the Client assumes the defense (but not legal fees incurred thereafter).

9.4- If the Client does not assume the defense in time to avoid prejudicing the defense, RxTuteur may defend the Indemnification Claim, without loss of rights under this Section 9.

9.5- RxTuteur shall have the right, which shall not be exercised unreasonably, to reject any settlement or compromise that requires it or any RxTuteur Associate to admit fault or liability or to submit either to any permanent affirmative obligation.

9.6- For purposes of this Section 9:

(a) "RxTuteur Associates" means the officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns of RxTuteur; and

(b) a "Data Incident" means any (i) unauthorized disclosure, access or use of Client Data, including, without limitation, excluded data, or (ii) violation of the Privacy and Security Law through the Client's account. Data Incidents include, without limitation, such events caused by the Client, by RxTuteur, by the Client's customers or other Users, by hackers and by any other third party.

10.1- Cap. RXTUTEUR'S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE CUMULATIVE SUBSCRIPTION FEES PAID BY THE CLIENT DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR EVENT GIVING RISE TO SUCH LIABILITY.

10.2- Excluded Damages. Except with respect to breaches of Section 7 (Confidential Information), RXTUTEUR SHALL IN NO EVENT BE LIABLE FOR LOSS OF PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT.

10.3- Clarifications and Disclaimers. THE LIABILITIES LIMITED BY THIS SECTION 10 SHALL APPLY FOR THE BENEFIT OF THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND THIRD-PARTY CONTRACTORS OF RXTUTEUR, AS WELL AS: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY OR OTHERWISE; (C) EVEN IF RXTUTEUR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF THE CLIENT'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. The Client acknowledges and agrees that RxTuteur has set its pricing and entered into this Agreement in reliance on the limitations of liability and disclaimers of warranty and damages in this Section 10 and that such terms constitute an essential basis of the agreement between the parties. If applicable law limits the application of the provisions of this Section 10, RxTuteur's liability shall be limited to the maximum extent permitted. For the avoidance of doubt, the limitations on RxTuteur's liability and other rights set forth in this Section 10 also apply to the affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants and other representatives of RxTuteur.

11.1- Term. The duration of this Agreement (the "Term") begins on the Effective Date and continues for the period indicated in the Order or, failing that, for three (3) years. Thereafter, the Term shall be renewed for successive one (1) year periods, unless either party declines such renewal by written notice 30 days or more before the renewal date.

11.2- Termination for Cause. Either party may terminate this Agreement for a material breach by the other party, by written notice specifying in detail the nature of the breach, with effect in 30 days, unless the other party first remedies such breach, or with immediate effect if the breach is not capable of being cured.

11.3- Effects of Termination. Upon termination of this Agreement, the Client shall cease all use of the RxTuteur Platform and delete all copies of documentation in its possession or under its control. The following provisions shall survive termination or expiration of this Agreement: (a) any obligation of the Client to pay fees incurred before termination; (b) Sections 6 (Intellectual Property and Feedback), 7 (Confidential Information), 8.3 (Disclaimer of Warranties), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

12.1- Independent Contractors. The parties are independent contractors and represent themselves as such in all respects. Neither party is the agent of the other and neither may make any commitment on behalf of the other.

12.2- Notices. RxTuteur may send notices under this Agreement to the Client's email address provided by the Client, and such notices shall be deemed received 24 hours after being sent. The Client may send notices under this Agreement to rxtuteur@gmail.com, and such notices shall be deemed received 72 hours after being sent.

12.3- Force Majeure. No delay, failure or default, other than a failure to pay fees when due, shall constitute a breach of this Agreement to the extent it is due to acts of war, terrorism, hurricanes, earthquakes, epidemics, other natural disasters, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, governmental orders in response to any of the foregoing causes, or other causes beyond the reasonable control of the performing party.

12.4- Assignment and Successors. The Client may not assign this Agreement or any of its rights or obligations under this Agreement without the express written consent of RxTuteur. Any purported assignment in violation of this clause shall be null and void. Except to the extent prohibited by this Section 12.4, this Agreement shall bind and inure to the benefit of the parties' respective successors and assigns.

12.5- Severability. To the extent permitted by applicable law, the parties hereby waive any legal provision that would render any clause of this Agreement invalid or unenforceable in any respect. If any provision of this Agreement is held invalid or unenforceable, it shall be construed so as to achieve the intended purpose to the fullest extent permitted by applicable law, and the remaining provisions of this Agreement shall remain in full force and effect.

12.6- No Waiver. Neither party shall be deemed to have waived any of its rights under this Agreement by the passage of time or by any statement or representation other than that of an authorized representative in an explicit written waiver. No waiver of any breach of this Agreement shall constitute a waiver of any other breach of this Agreement.

12.7- Governing Law. This Agreement and all claims arising from or related to it shall be governed by the laws of the Province of Quebec and the laws of Canada applicable therein, without reference to any conflict of laws principle that would apply the substantive law of another jurisdiction to the rights and obligations of the parties. The parties acknowledge the exclusive personal jurisdiction of the courts of Newfoundland and Labrador. This Section 12.7 governs all claims arising from or relating to this Agreement, including, but not limited to, tort claims.

12.8- Conflicts. In the event of a conflict between this Agreement and any other RxTuteur policy posted online, the terms of this Agreement shall prevail.

12.9- Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations and discussions relating to its subject matter. Neither party has relied on any such prior or contemporaneous communications.

12.10- Amendment. RxTuteur may amend this Agreement from time to time by posting an amended version on its website and sending the Client written notice thereof. Such amendment shall be deemed accepted and shall take effect 30 days after such notice (the "Proposed Amendment Date"), unless the Client first gives RxTuteur written notice of rejection of the amendment. In the event of such rejection, this Agreement shall continue under its original terms, and the amendment shall take effect at the beginning of the Client's next Term following the Proposed Amendment Date (unless the Client first terminates this Agreement pursuant to Section 11, Term and Termination). The Client's continued use of the service after the Effective Date of a confirmed amendment shall confirm the Client's consent to such amendment. This Agreement may not be amended in any other manner, except by a written agreement between the authorized representatives of each party. RxTuteur may revise the privacy policy at any time by posting a new version thereof on its website, and such new version shall take effect on the date of posting; provided that if such amendment materially reduces the Client's rights or protections, notice and consent shall be subject to the requirements set forth above in this Section 12.10.