Date of Last Revision: April 1, 2022

AMONG OTHER ACTIVITIES, UBACARE’S SERVICES ARE INTENDED TO COORDINATE AND COMMUNICATION BETWEEN YOU AND A HEALTHCARE PROVIDER.  UBACARE, DOES NOT REPLACE YOUR RELATIONSHIP WITH YOUR PRIMARY DOCTOR.  FUTHERMORE, THE SERVICES OFFERED BY UBACARE MAY NOT BE APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS.  IF YOU EVER HAVE A MEDICAL EMERGENCY, MAKE SURE TO CONTACT YOUR DOCTOR OR DIAL 911.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BECAUSE THEY SET FORTH THE IMPORTANT TERMS YOU WILL NEED TO KNOW ABOUT THE SERVICES.

BY CLICKING ON “I AGREE,” YOU HAVE EXPLICITLY UNDERSTOOD, ACKNOWLEDGED AND ACCEPTED, UNCONDITIONALLY, OUR TERMS AND CONDITIONS, HERE AND NOW, REPRESENTED THROUGH THE UBACARE WEB SITES AND SERVICES (DEFINED BELOW).  BY ACCEPTING “OUR” TERMS AND CONDITIONS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND ABSOLUTLY AGREE TO ACCEPT TO BE LEGALLY BOUND BY THESE TERMS AND WILL COMPLY UNCONDITIONALLY WITH THESE TERMS AND CONDITIONS, WHATSOEVER.  IF YOU DO NOT AGREE OR CANNOT AGREE, FOR ANY REASON WITH ANY OF THE TERMS AND CONDITIONS, IN WHOLE OR IN PART, YOU MUST LEAVE THIS UBACARE WEB SITE, AND YOU MAY NOT USE ANY OF THE UBACARE WEB SITES AND ANY OF THE UBACARE SERVICES PROVIDED ON OR THROUGH THE UBACARE WEB SITES.

THE TERMS OF USE ARE SUBJECT TO CHANGE AS PROVIDED HEREIN.

INTRODUCTION
UBACARE, a division of NUYU Health & Wellness Inc., DBA, UBACARE “Your Intelligent Health Company” and their respective affiliates (collectively, “UBACARE”, “UBACARE LIFESTYLE”, “UBACARE MEDICAL”, “UBACARE PHARMACY”, “WE”, “US”, or “OUR” “THESE” “THE”) own and operate the following Web sites located at: www.ubacare.com (collectively, theses “Web Sites,” and collectively with any affiliated mobile application (“App”), the “Sites”).  These Web Sites are intended to facilitate the provision of the Services to registered users.  The “Services” may include (i) providing individuals with information on health care and wellness (“Content”); (ii) providing individuals with pharmacy services; (iii) development and gathering of health care records and health care information with retention of the same for use in health care provider appointments, communications, and pharmacy services; (iv) administrative support in connection with scheduling, payment for health care provider services, and payment for pharmacy services; and (v) telecommunications support for using the Services as a means of direct access to health care providers provided and similar affiliated professional entities for communication, consultations, assessments, and treatment by such health care organizations and their providers.

These Terms and Conditions of use (“Terms of Use”) describe your rights and responsibilities, in regards to the UBACARE Web Sites that you may use to receive Services.  Your access to and use of the Web Sites is subject to these Terms of Use, our Privacy Policy, as well as all applicable laws and regulations.  In these Terms of Use, the terms “you” and “yours” refer to the person using the Services.  Even though you may have arrived to the UBACARE Web Sites through a website or mobile application operated or controlled by a third party, including by an affiliate of UBACARE, you understand and agree that these Terms of Use are entered into between you and UBACARE.  If you do not accept and agree to be bound by these Terms of Use, you are not authorized to access or otherwise use the Sites, Services or any information or Content provided through the UBACARE Web Sites or Services. The UBACARE Web Sites and Services are continually under development, and UBACARE reserves the right to review and modify any part of these Terms of Use in its sole discretion at any time and without prior notice to you.  You should check the Terms and Conditions from time to time when you use these noted UBACARE Web Sites or Services to determine if any changes have been made. Any changes to these Terms of Use are effective upon posting to the UBACARE Web Sites. Unless otherwise indicated, any new Content added to the Services is also subject to these Terms of Use upon posting to the UBACARE Web Sites. If you disagree with these Terms of Use, “your sole and exclusive” remedy is to discontinue your use of the UBACARE Web Sites and/or Services.  Your continued use after a change has been posted constitutes and indicates your informed acceptance of the changes, whatsoever.

ELIGIBILITY
In order to qualify to use the Services indicated within the UBACARE Web Sites, the following must be true:

• You are age 18 or over.
• You are located within the Territory of Canada, where we operate.
• You absolutely agree to be legally bound by and comply with these Terms and Conditions.
• You understand and agree that satisfying the above requirements does not guarantee that you will receive Services through UBACARE.  In addition to the above requirements, UBACARE and certain affiliated professional entities reserve the right to change or include new requirements as deemed appropriate in their sole discretion, without providing prior notice to you, whatsoever.

THE SERVICE IS NOT APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS.  THIS AGREEMENT IS SUBJECT TO CHANGE AS PROVIDED HEREIN.

Acceptance of Terms and Conditions
Your access to and use of the UBACARE Web Sites and or Services are absolutely non-negotiable conditional to this Agreement, whatsoever.  If you do not wish to accept and agree to be bound to this Agreement in its entirety, without exception, you are strictly forbidden from visiting, accessing, registering and or using the Service or any information or Content provided by and through UBACARE.

REQUIREMENTS FOR USE
You must have compatible computing and or mobile device(s), to access to the Internet, and certain necessary compliant software, to use the UBACARE Web Sites.  Fees and charges “may” apply to “your” use of the mobile services and to the Internet, which you are exclusively responsible for.

SPECIAL CONSENT TO ELECTRONIC AND TELEPHONE COMMUNICATIONS
Electronic communications either in the form of email, SMS, WhatsApp, Facebook Messenger, push notification to your mobile or electronic device or other forms of electronic messages sent to you at the addresses and accounts listed on your Account or by communications posted on or notifications through these Web Sites (collectively, “Electronic Communications”).   Without limiting the generality of the forgoing, by downloading or using applications on the UBACARE Web Sites and Services you agree and permit that we may communicate with you regarding these noted Web Sites or Services or respond to your communications to us through these Services by Electronic Communications, including SMS, MMS, text message, push notifications or other electronic means directed to your mobile device.

SITE CONTENT
Except for specific communications received from UBACARE or affiliate health care providers, the Content you receive through these Web Sites should not be considered medical advice, whatsoever, and you acknowledge and agree unconditionally.

REGISTRATION AND USER ACCOUNTS
Although certain parts of the UBACARE Web Sites are accessible by any individual, you are obligated to register with UBACARE, so you may access the Services.  The Services are available only to users who have registered with UBACARE and to other persons affiliated with UBACARE who have been granted accounts with usernames and passwords (“Secure Users”).  If you are a Secure User, you agree to provide information that is accurate complete and correct, and to accurately maintain and update any information about yourself that you have provided to UBACARE.  If you do not maintain such information, or UBACARE has reasonable grounds to suspect as much, UBACARE maintains and reserves the exclusive right and authority to suspend or terminate your account and your use of the Services. You also agree to immediately to notify UBACARE of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Services by emailing UBACARE at support@ubacare.com.  UBACARE may take any actions it deems necessary or reasonable to maintain the security of the Web Sites, Services and your Secure User account.

You agree to keep confidential your username and password and to exit from your Secure User account at the end of each session.  You are responsible for all activities that occur under your account and for maintaining the confidentiality of your password. You are responsible for changing your password promptly if you think it has been compromised.  You may not transfer or share your password with anyone or create more than one account. You may not use anyone else’s account at any time. UBACARE explicitly accepts no responsibility or liability for any and all losses and damages arising from “your” failure to comply with the tenants of this section and your password security on your account.  You acknowledge and agree that:

1. All or any part of the UBACARE Web Sites may not be accessible at any time, for any period, or for any reason
2. UBACARE will not be liable if for any reason if all or any part of the UBACARE Web Sites are unavailable at any time or for any period, for any reason.

ACCESS RIGHTS AND PROHIBITED USE
Subject to your compliance with these Terms of Use, we hereby grant to you a personal, limited, revocable, non-exclusive, and non-transferable right to view, download, access, and use the Sites in the jurisdictions where we operate and to use the UBACARE Services solely for your personal and non-commercial use and only as permitted under these Terms of Use, the Consent to Telehealth, and the Privacy Policy.  No other right, title, or interest in or to the Sites is transferred to you, and all rights not expressly granted are reserved by UBACARE or its licensors. We reserve the exclusive right, at our discretion, to deny or suspend use of the UBACARE Web Sites or Services to anyone for any reason. You acknowledge and agree that you will not, and will not attempt to:

1. Impersonate any person or entity or otherwise misrepresent yourself or affiliation with a person or entity.
2. Use any UBACARE Web Site or Service in any fashion whatsoever, to violate any law, regardless of jurisdiction, whatsoever.
3. Attempt to or to reverse engineer, disassemble, decompile, or translate any software or other components of the UBACARE Web Sites.
4. Distribute, input, upload, transmit, or otherwise run or propagate any virus, application, Trojan horse, or any other harmful computer code, or any other action whatsoever, that could damage or alter a computer, portable device, computer network, communication network, data, or our Web Sites, or any other system, device, or property beneficially owned by UBACARE.
5. Access or use the UBACARE Web Sites or Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party.
6. License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the UBACARE Sites and Services or related materials in any way.
7. Use or access the UBACARE Web Sites to create or develop competing products or services or for any other purpose that is to UBACARE’s detriment or commercial disadvantage.
8. Take any action or use the UBACARE Web Sites in any manner which could damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harmful in any manner to our Web Sites or any of its content, in whole or in part.
9. Disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to our Sites or any computer network.
10. Bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by UBACARE or any of our service providers to protect the UBACARE Web Sites.
11. Remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights and notices or any content made available to you on or through our Web Sites or Services.
12. Use any manual process or automated device to monitor or copy any content made available on or through our Sites for any unauthorized purpose except as permitted by this section.
13. Copy, duplicate, download, store in a retrieval system, publish, transmit or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to UBACARE or third-party content from these Sites.
14. Otherwise use the UBACARE Web Sites in any manner that exceeds the scope of use granted above
15. Encourage or enable any other individual to do any of the foregoing.

OWNERSHIP OF INFORMATION SUBMITTED VIA THE UBACARE WEB SITES
With the exception of any personal data or information you submit maintained in accordance with our Privacy Policy which may be governed by the Personal Information Protection and Electronic Documents Act of 2000, S.C 2000 c5, and its regulated regulations and amendments from time to time (collectively, “PIPEDA”) or related jurisdictional specific privacy laws and regulations), you must understand, acknowledge, accept and agree that any information you provide to UBACARE on or through its Web Sites or Services, whether by direct entry, submission, email or otherwise, including, but not limited to, data, questions, comments, forum communications, or suggestions, will be treated as non-confidential and non-proprietary and will be become possessed and the property of UBACARE in its entirety, without exception, whatsoever, and/or similar affiliated professional entities, or individual health providers utilizing the UBACARE Services.

Such information may be used for any purpose, including, without limitation, reproduction, solicitation, disclosure, transmission, publication, broadcast, and posting.  UBACARE shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to UBACARE via the Services or by any other means for any purpose whatsoever, including, without limitation, developing and marketing products using such information.

For any personal data or information subject to the foregoing exception, and to the extent permitted by law, you:

1. Understand and agree that any such information provided by you may be used, copied or displayed by UBACARE, and UBACARE may create derivative works of any such data, and UBACARE may provide such data to our service providers, our successors and assigns, affiliated health care providers, and their affiliated professional entities, in performance of their services.
2. Grant UBACARE, our service providers, our successors and assigns, affiliated health care providers, and their affiliated professional entities, the fully transferable and sub-licensable right and license to use, reproduce, modify, analyze, perform, display, distribute, and otherwise disclose to third parties any data or information you submit on or through the UBACARE Web Sites for the purposes of providing services to you, as well as other uses that UBCARE considers in its opinion valuable to its business model, as well as conducting research or analyses of such data; and designing, developing, implementing, modifying and/or improving new, current or future features, products and services of UBACARE using such data.

OWNERSHIP OF SITE CONTENT
As between UBACARE and you, UBACARE is the sole and exclusive owner of all rights, title and interest in and to these UBACARE Web Sites and their content, features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement and look and feel), other Content, and all intellectual property rights therein, and any suggestions, ideas or other feedback provided by you.

You are not permitted to reproduce, publish, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the material on our Web Sites except as generally and ordinarily permitted through the UBACARE Web Sites according to these Terms and Conditions. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work on the UBACARE Web Sites or any Content shall be owned solely and exclusively by UBACARE or its licensors, including all intellectual property rights therein.

You may not access or use for any commercial purposes any part of the UBACARE Web Sites or Content.

TRADEMARKS
Certain names, logos, and other materials displayed in and through the UBACARE Web Sites may constitute trademarks, trade names, service marks or logos of UBACARE or its affiliates.  You are not authorized to use any such Marks without the express written permission of UBACARE, in advance.  Ownership of all such Marks and the goodwill associated therewith remains with UBACARE and or our affiliates, whatsoever.

LINKS TO THIRD-PARTY HYPERLINKS AND WEBSITES
The UBACARE Web Sites may contain hyperlinks or references to other websites (“Linked Sites”) operated by third parties.  The Linked Sites “may” not be under our control, therefore, we explicitly are not responsible for the information, products or services described thereon, or for the content of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site.  We are providing these Linked Sites to you only as a convenience, and the inclusion of any link does not necessarily imply endorsement of the Linked Site or any association with its operators. You acknowledge and agree that your use of these Linked Sites is at your own risk and liability whatsoever, and UBACARE is not liable to you in any way, either directly or indirectly, for any content, errors, damage or loss caused by or in connection with use of or reliance on information contained in or provided to any Linked Sites.

You may have arrived to the UBACARE Web Sites through a Linked Site, including a Linked Site controlled by a parent, subsidiary or affiliate of UBACARE.  You understand and acknowledge and agree that UBACARE is not responsible for the information, products or services described on those Linked Sites and only these Terms of Use will apply to your use of or access to those Linked Sites, specifically.

TERMINATION
The Terms of Use will remain in full force and effect, as long as you continue to access or use the UBACARE Web Sites or Services.  You, may terminate the Terms of Use at any time by discontinuing use of the UBACARE Web Sites. Your permission to use the Sites automatically terminates if you violate these Terms of Use.

UBACARE may terminate or suspend any of the rights granted by these Terms of Use and your access to and use of the UBACARE Web Sites or Services with or without prior notice, for any reason, and at any time.  The following provisions survive the expiration or termination of these Terms of Use for any reason whatsoever: Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Arbitration, Venue, Severability of Provisions; No Waiver; and Assignment.

Subject to applicable law, UBACARE reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Web Sites pursuant to its internal record retention and/or content destruction policies.  After such termination, UBACARE will have no further obligation to provide the Services, except to the extent an affiliated professional entity is obligated to provide you access to your health records or is required to provide you with continuing care under applicable legal, ethical and professional obligations to you.  You agree that if your use of the UBACARE Services is terminated pursuant to these Terms and Conditions, you will not attempt to use these Services in any way, and further agree that if you violate this restriction after such termination, you acknowledge and agree and will indemnify and hold UBACARE harmless from any and all liability that UBACARE may incur, including any and every cost and reasonable expense without limitation, in the collection of such costs and expenses from you, therefore.

LAWS AND REGULATIONS
Your access to and the use of the UBACARE Web Sites or Services is subject to all applicable laws and regulations jurisdictionally, whatsoever.

Notice: You explicitly agree that any dispute(s) between you and UBACARE or you and any of our providers including third party companies and medical providers arising out of or related to these Terms and Conditions, services and/or products, will be exclusively resolved by binding, individual arbitration only, and you absolutely acknowledge and agree, unconditionally to waive any right to a trial action in the courts and or to participate in a class action lawsuit or class-wide arbitration, whatsoever, in any jurisdiction.

DISCLAIMER OF WARRANTIES
YOU EXPRESSLY ACDKNOWLEDGE AND AGREE TO THE FOLLOWING EXPLICITLY: THAT YOUR USE OF UBACARE AND ITS WEB SITES ARE AT YOUR SOLE RISK, WITHOUT EXCEPTION, WHATSOEVER, AND THAT AND THAT ANY SERVICES ARE PROVIDED ARE ON AN “AS IS” AND “AS AVAILABLE” BASIS ONLY.  UBACARE AND ITS AFFILIATES, INCLUDING WITHOUT LIMITATION ALL AFFILIATED PROFESSIONAL ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE WEB SITES AND SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION.  UBACARE MAKES NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE WEB SITES OR SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

TO THE FULLEST EXTENT OF APPLICABLE LAW, “NEITHER UBACARE, ITS RELATED COMPANIES AND OR ITS RELATED PERSONS, WHATSOEVER, WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE UBACARE WEB SITES.  IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR USEFULNESS OF THE UBACARE WEB SITES, UBACARE DOES NOT GUARANTEE THAT THE WEB SITES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND UBACARE DISCLAIMS ANY LIABILITY RELATING THERETO.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE UBACARE WEB SITES IS USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR INFORMATION, AS WELL AS ANY CHARGES FOR DATA USE THAT YOU MAY INCURE.

YOU UNDERSTAND AND AGREE THAT UBACARE IS NOT THE MANUFACTURER OF ANY PRODUCTS AND THAT UBACARE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOS EOF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTCULAR PURPOSE, FOR PROUCTS.  NO ORAL OR WRITTEN INFORMATION PROVDED BY UBACARE, ITS EMPLOYEES OR OTHER REPRESENTATIVES WILL CREATE ANY SUCH WARRANTY.  IN NO EVENT WILL UBACARE BE HELD LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR RELATED TO THE PRODUCTS.

LIMITATION OF LIABILITY
YOU UNDERSTAND, ACKNOWLEDGE AND ACCEPT THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS SET FORTH IN THIS SECTION, IN NO EVENT WILL UBACARE, ITS RELATED COMPANIES AND PERSONS OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE UBACARE WEB SITES OR ANY SERVICES PROVIDED THROUGH THESE WEB SITES, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITES, TO EVERY EXTENT AND INSTANCE WITHOUT EXCEPTION, WHATSOVER.  THIS IS TRUE EVEN IF UBACARE OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

INDEMNIFICATION
You explicitly understand acknowledge and agree to indemnify, defend, and hold harmless UBACARE, its related companies, its affiliates (including without limitation all affiliated professional entities), subsidiaries, and their directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable solicitors’ fees, litigation expenses, and accounting fees, and any reasonable business travel and related hospitality expenses, as well as every general expense reasonably incurred including any and all reasonable collection fees and or costs, without limitation), relating to or arising from, or alleged to arise from, your use of materials or features available on the UBACARE Web Sites in an unauthorized manner, fraud, violation of law, or willful misconduct, or any breach by you of these Terms and Conditions.

MODIFICATIONS TO THE UBACARE WEB SITES
UBACARE reserves the right at any time and for any reason to modify, or temporarily or permanently discontinue, the UBACARE Web Sites or Services or any portion thereof, with or without notice to user.  You agree that UBACARE shall not be liable to you or to any third party for any modification, suspension, or discontinuance of these Web Sites or Services.

PHARMACY SERVICES
If you receive a prescription as a result, of the Services, you may select UBACARE Pharmacy or one of our affiliate pharmacies (collectively, the “UBACARE Network”) to ship your prescription.  You hereby give us consent to send and disclose to the Network all information provided by you, health care records, and other applicable health care information and personal information (such as your name, location and pertinent information required to do so) in order that you may receive pharmacy services.

DELIVERY AND SHIPPING POLICY
UBACARE uses best efforts to secure safe shipping of all orders. However, we are not responsible for any lost, held or damaged packages. In the case that your shipment is lost or damaged in transit.

YOU ARE RESPONSIBLE TO FILE THE CLAIM WITH THE RESPECTIVE SHIPPING COURIER;
WE ARE NOT RESPONSIBLE FOR LOST PACKAGES DURING TRANSIT;
WE ARE NOT RESPONSIBLE FOR SHIPMENTS SENT TO FORWARDING SERVICES OR COMPANIES REGARDLESS OF SHIPPING SERVICE SELECTED;
IF YOU PLACE AN ORDER AND YOUR SHIPPING ADDRESS IS A FORWARDING ADDRESS, YOU ARE RESPONSIBLE FOR CONTACTING YOUR FORWARDING COMPANY OR SERVICE TO LOCATE YOUR SHIPMENT;
WE ARE NOT RESPONSIBLE TO WEATHER RELATED DAMAGE OR DELAYS! ONCE THE PACKAGE LEAVES OUR HANDS IT IS COMPLETELY OUT OF OUR CONTROL.

Please make sure your shipping address is correct before placing order, we will not be held responsible for any incorrectly provided shipping address.  If your package is returned to us, you are responsible to contact us with the correct address to be to be shipped back to and for the shipping service of your choice.

DRUG DISPENSING POLICIES
You must have a valid prescription from a physician licensed to practice medicine and prescribe medications in the jurisdiction where you live or are located.  Please note that only your doctor can fax a prescription to UBACARE; pharmacy regulations stipulate that a pharmacy can accept a faxed prescription only from a physician’s office.  If you provide us a copy of your prescription, our pharmacy will take appropriate steps to verify the authenticity of the prescription as required by the College of Pharmacists of British Columbia.  A professionally regulating organization that licenses duly educated  pharmacists that meet rigid educational standards as well as lawful conduct and good character, and it is the approving authority for pharmacies that meet compliance for operation, ownership and licensing under professional standards as well as the laws of the Province of British Columbia and the Government Canada.

UBACARE can accept prescriptions transferred from your former or present pharmacy. If you provide us with their name and contact information, as well as the names of the medications you filled there, we can coordinate the transfer for you, promptly and as professional as possible.

UBACARE also accepts prescriptions sent to our office by mail. 

If your prescription changes, have your doctor fax it directly to UBACARE, and we will update your file.

UBACARE does not dispense medications that fall under the narcotic, controlled and targeted drug categories.

Before any prescription is released for shipping, an UBACARE pharmacist will be in contact with you to discuss your medication for counselling, based on the time you specify in your profile when you sign up. If you have a clinical question, you can privately consult with a pharmacist at any time by calling in, emailing, or using our secure chat feature.

PACKAGING AND FULFILLMENT RESTRICTIONS
If you select to use the UBACARE to fulfil any prescriptions provided by your health care provider(s) through the Services, you acknowledge that your medication, if approved, will be shipped in child-resistant packaging unless you specify otherwise.

RETURNS
UBACARE will not accept the return for use or re-use of any portion of any drug or non-prescription medication in accordance with the Pharmacy Operations and Drug Scheduling Act (PODSA) Bylaws: Part 1(7).

However, if you may believe that an error may have happened in the filling of your prescription, in the event of such, we will investigate and take appropriate professional action ASAP, please contact us without delay, at support@ubacare.com so we can attend to your needs professionally, without delay.

PAYMENTS
All payments must be remitted and approved in advance through a method or an account of a payment provider or processor approved by UBACARE and you agree to abide by the terms and conditions applicable to that payment method.  UBACARE or its approved third-party payment provider or processor will automatically charge your Payment Method, plus any applicable taxes we are required to collect, where you specifically authorize us to do so. 

You agree to pay all fees due for services requested or ordered.  You on the UBACARE Web Site will see a prompt for your payment details, such as your credit card information, electronic transfer information, digital wallet information and any promotional codes you may have.  By entering your payment information and submitting your request, you authorize UBACARE, our affiliates, or our third-party payment processors to charge the amount due.  When you make a purchase or your representative makes such a purchase on your behalf, you or your representative must designate and provide information about your preferred payment method, including your insurance information and applicable credit card information for any co-payment (“Payment Method”).  When you provide any payment account information to UBACARE, you expressly represent to UBACARE that you are the authorized user of that payment account or insurance policy, without exception.

You understand acknowledge and agree that you are responsible for all fees due in order, to receive health care services and pharmacy services, including any fees charged by the health care organization(s) or provider(s).  Your payments to UBACARE may include fees charged by health care organization(s) or provider(s) for health care services and/or pharmacy services, which UBACARE collects on their behalf. Any healthcare  or pharmacy services not made available through the Services are not included in the payments collected by UBACARE and you may be separately charged by the applicable health care providers for such services.  You are fully responsible and liable for all charges to your payment account and understand that and agree to authorize us or our approved payment provider or processor to charge the amount(s) due.  Such an amount(s) is not refundable in whole or in part and under any circumstances including, without limitation, upon termination or suspension of your account for any reason.

In the event, that your credit card expires or UBACARE, our affiliates, or our payment processors are unable to process your payment, you may receive notice for you to provide an alternative payment method.  UBACARE and/or the health care organization(s) and/or provider(s) have no obligation to provide any health care services or pharmacy services unless and until full payment has been received and/or verified.

We strive for transparency in the costs for any medical services and products that you may obtain through the UBACARE Services, and, as such, you can find specific pricing information at the UBACARE Web Sites.

GOVERNING LAW; DISPUTE RESOLUTION; ARBITRATION; VENUE; SEVERABILITY OF PROVISIONS.

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES “YOU AND UBACARE” TO EXCLUSIVELY AND WITHOUT EXCEPTION, RESOLVE ALL DISPUTES BETWEEN “THE PARTIES” THROUGH BINDING “INDIVIDUAL” ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM UBACARE.

ARBITRATION IS A MANNER OF DISPUTE RESOLUTION THAT IS LESS FORMAL, AND IN MANY CASES, IT IS MORE EXPEDIENT THAN A LAWSUIT IN COURT.  ARBITRATORS CAN ARRIVE AT AWARD’S THAT ARE SIMILAR TO THE RELIEF THAT CAN BE AWARDED IN COURT.

YOU MUST ADVISE UBACARE IN WRITING WITHIN TWENTY-EIGHT DAYS OF THE OCCURANCE OF THE MATTER OF DISPUTE, WITH FULL DETAILS OF THE DISPUTE.  YOU MUST REGISTER THE DISPUTE WITHIN FIFTY SIX DAYS OF THE OCCURANCE DATE OF THE MATTER OF DISPUTE WITH THE BRITISH COLUMBIA INTERNATIONAL COMMERCIAL ARBITRATION CENTRE FOR DOMESTIC DISPUTE, AND YOU MUST ENSURE THAT UBACARE RECEIVE’S OFFICIAL NOTICE OF THIS  ARBITRATION WITHN THESE FIFTY SIX DAYS (IN WRITING AND NOTICE DELIVERED BY HAND), OTHERWISE ANY SUCH CLAIM SHALL BE VOIDABLE WITHOUT RESERVATION OR ANY FURTHER CONSIDERATION OF ANY KIND BY UBACARE, WHATSOEVER UNDER THIS AGREED TIMELINE OF NOTICE, AND SUCH CLAIM SHALL BE BANISHED FOR ANY FUTURE CONSIDERATION FOR ARBITRATION BY THE PARTIES, WHATSOEVER.   YOU ALSO AGREE TO IMMEDIATELY REMOVE AND CANCEL ANY NOTICE OF PROCEEDINGS OF ACTION OF ARBITRATION AGAINST UBACARE, AT YOUR EXPENSE, AND FAILING TO IMMEDIATELY REMOVE, AND CANCEL ANY NOTICE OF PROCEEDINGS, AS NOTED ABOVE, WILL RESULT IN UBACARE HAVING SUCH REMOVED AT YOUR EXPENSE, AND YOU HEREBY GRANT UBACARE UNCONDITIONAL AUTHORITY TO OBTAIN PAYMENT FOR THIS REMOVAL AND ANY RESONABLE FEES IN THE COLLECTION OF SUCH BY ANY LAWFUL MEANS, IN ANY JURRISDICTION.

These Terms of Use and your use of the UBACARE Web Sites shall be governed by the laws of the Province of British Columbia, without giving effect to the principles of conflict of laws.  Any dispute arising under or relating in any way to these Terms of Use, and is acknowledged and agreed to without exception, whatsoever, will be resolved “exclusively” by final and binding arbitration in accordance with the rules of the British Columbia International Commercial Arbitration Centre for Domestic Dispute.  The venue of such arbitration shall be exclusively in the city of Vancouver, British Columbia, Canada, whatsoever.

All parts of these Terms of Use apply to the maximum extent permitted by law. UBACARE and you agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law.  The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

WAIVER AND SEVERABILITY
The failure of UBACARE to enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision.  In the event, that any provision of these Terms of Use is held to be invalid or unenforceable by any court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of the Terms of Use will remain in full force and effect.  All remedies of UBACARE here under shall be cumulative.

FORCE MAJEURE
UBACARE will and is not deemed to be liable, or to be considered to be in breach of or default under these Terms of Use on account of, any delay or failure to perform as required by these Terms of Use as a result of any kind of event(s) or actions by anyone or anything beyond the control or even that of the reasonable control of UBACARE.  Such as severe weather conditions and the delays it can cause and or interrupt, including without limiting the foregoing where the delay or failure is due to fires or fire related hazards, explosions, power outages or interruptions, brownouts, internet service provider failure or delay, cyber attacks, server downtime, loss of servers, earthquakes, floods, spills, epidemics, acts of God, war or acts of war, acts of terrorism, riots, strikes, lockouts or other labour or contractor actions, acts of public authorities, or delays or defaults caused by common carriers, or other similar events which cannot reasonably be foreseen or provided against, that are beyond. the control and care of UBACARE, whatsoever.

REMEDIES
You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that may or will cause irreparable and unquantifiable harm.  You also acknowledge and agree that monetary damages may be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have (and reserve the right at UBACARE’S exclusive option) at law or in equity.

NO AGENCY RELATIONSHIP
Neither this Agreement, nor any Content, materials of the Products and/or Services create any partnership, joint venture, employment, or agency relationship between you and UBACARE, medical consultants, the providers, the suppliers or the UBACARE Network.  You are explicitly not permitted to enter into any contract or relationship on  behalf of or bind UBACARE in any manner, whatsoever.

ASSIGNMENT
You may not assign any of your rights under these Terms and Conditions, and any such attempt will be null and void.  UBACARE and their affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms and Conditions, if some or all of the business of UBACARE is transferred to another entity by way of merger, sale of its assets or otherwise.

DIGITAL MILLENNIUM COPYRIGHT ACT
UBACARE reserves the right to remove any content or any other material or information available on or through our Web Sites, at any time, for any reason. UBACARE otherwise complies with the provisions of the Digital Millennium Copyright Act (“DMCA”) applicable to Internet service providers (17 U.S.C. § 512, as amended), and responds to clear notices of alleged copyright infringement. This Section describes the procedure that should be followed to file a notification of alleged copyright infringement with UBACARE.

Notification of Claimed Copyright Infringement. If you have objections to copyrighted content or material made available on or through the UBACARE Web Sites, you may submit a notification to our Designated Agent at the following address: support@ubacare.com

Any notification to UBACARE under 17 U.S.C. § 512(c) alleging copyright infringement must include the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right being infringed;
2. An identification of the copyrighted work or other intellectual property that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
3. An identification of the content or material that you claim is infringing and where it is located on our Sites;
4. Information sufficient for UBACARE to contact you, such as your address, telephone number, and/or email address;
5. A statement by you that you have a good-faith belief that the use of the content or material of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
6. A signed statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on the copyright owner’s behalf.

CONTACTING US
If you have questions or concerns about this Agreement, please contact us by email at support@ubacare.com.  We will attempt to respond to your questions or concerns to the best of our abilities in due course.