Terms of service

TERMS AND CONDITIONS

 

1. Introduction

These Terms and Conditions ("Terms") govern the use of the Kramer Compounds platform ("Platform") provided by M2D Labs Inc. ("Kramer", "M2D Labs", "we", "our", or "us"), a company incorporated in Ontario, Canada. The Platform facilitates the ordering and delivery of compounded medications between pharmacies and compounding pharmacies ("Services").

By accessing or using the Platform, you ("User" or "you") agree to be bound by these Terms. If you disagree with any part of these Terms, you must not use the Platform.

1. Registration and Access

2.1 To access and use the Platform, a User must be a licensed pharmacy or compounding pharmacy operating in Canada.

2.2 To register, a User must provide accurate and complete information and undergo a vetting and approval process by our team. We reserve the right to deny access to the Platform at our sole discretion.

2.3 Upon successful registration, a User will be granted access to the Platform and assigned a unique username and password. The User is responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account.

2.4 The User shall notify Kramer immediately of any unauthorized use of their account or any other breach of security.

1. Use of the Platform

3.1 The Platform allows ordering pharmacies to order compounded medications from compounding pharmacies for delivery to either the ordering pharmacy or directly to the patient who requires the medication.

3.2 Upon placing an order, the ordering pharmacy must transfer the prescription to the compounding pharmacy in accordance with applicable laws and regulations.

3.3 Kramer is not responsible for the quality, safety, or legality of the compounded medications ordered through the Platform or the accuracy of the information provided by the Users.

3.4 Users shall comply with all applicable laws, regulations, and professional standards when using the Platform and conducting transactions.

1. Fees and Payment

4.1 Users may be charged fees for the use of the Platform, as specified by Kramer. All fees are non-refundable and exclusive of applicable taxes.

4.2 Users shall pay all fees due in accordance with the payment terms specified by Kramer.

1. Intellectual Property

5.1 All intellectual property rights in the Platform, including but not limited to, trademarks, trade names, logos, designs, and copyrights, are owned by or licensed to Kramer.

5.2 Users are granted a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Platform solely for the purpose of conducting transactions as permitted by these Terms.

1. Data Protection and Privacy

6.1 Kramer will process any personal information provided by Users in accordance with our Privacy Policy, which can be found at https://compounds.usekramer.com/policies/privacy-policy. By using the Platform, you agree to the processing of your personal information in accordance with our Privacy Policy.

1. Limitation of Liability

7.1 Kramer shall not be liable for any direct, indirect, incidental, consequential, or special damages, including but not limited to, loss of profits, data, or goodwill, arising out of or in connection with the use of the Platform or the Services, even if Kramer has been advised of the possibility of such damages.

1. Indemnification

8.1 Users agree to indemnify, defend, and hold harmless Kramer, its directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with their use of the Platform or their violation of these Terms.

1. Termination

9.1 Kramer reserves the right, at its sole discretion, to terminate or suspend a User's access to the Platform without prior notice for any reason, including but not limited to, a breach of these Terms or any applicable law.

9.2 Upon termination, the User's right to access and use the Platform shall cease immediately, and Kramer may delete any information associated with the User's account.

1. Modifications

10.1 Kramer reserves the right to modify these Terms at any time. Users will be notified of any changes, and continued use of the Platform after such notification constitutes acceptance of the modified Terms.

1. Governing Law and Jurisdiction

11.1 These Terms shall be governed by and construed in accordance with the laws of Ontario, Canada, without regard to its conflict of law provisions.

11.2 Users agree to submit to the exclusive jurisdiction of the courts located in Ontario, Canada, to resolve any dispute arising out of or in connection with these Terms or the use of the Platform.

1. Contact Information

If you have any questions or concerns regarding these Terms or the Platform, please contact Kramer at info@usekramer.com.

Last updated: April 19, 2023.

1. Severability

13.1 If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

1. Force Majeure

14.1 Kramer shall not be liable for any delay or failure to perform its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to, acts of God, labor disputes, governmental actions, wars, civil unrest, or failures in telecommunications, transportation, or power supply.

1. No Waiver

15.1 Any failure by Kramer to enforce any provision of these Terms or to exercise any right under these Terms shall not be construed as a waiver of such provision or right.

1. Assignment

16.1 Users may not assign or transfer their rights or obligations under these Terms without the prior written consent of Kramer.

1. Entire Agreement

17.1 These Terms, together with any other policies and agreements incorporated by reference, constitute the entire agreement between Kramer and the Users with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, negotiations, and communications, whether written or oral.

1. Relationship of the Parties

18.1 Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between Kramer and the Users. Users are independent contractors, and neither party has the authority to bind the other or to incur obligations on the other's behalf.

1. Notices

19.1 Any notices or other communications required or permitted under these Terms shall be in writing and sent by email to the following addresses:

For Kramer: info@usekramer.com For Users: The email address provided during registration.

19.2 Notices shall be deemed delivered when sent, provided that if the delivery is on a weekend or public holiday, it shall be deemed delivered on the next business day.

1. Third-Party Beneficiaries

20.1 Except as expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms. The rights and remedies provided to Kramer in these Terms are for the sole and exclusive benefit of Kramer.

1. Compliance with Laws

21.1 Users shall comply with all applicable laws and regulations in connection with their use of the Platform, including but not limited to, privacy, data protection, and pharmaceutical laws and regulations.

1. Feedback

22.1 Kramer welcomes any feedback, suggestions, or ideas from Users regarding the Platform or the Services. By submitting such feedback, Users grant Kramer a non-exclusive, royalty-free, perpetual, and irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such feedback throughout the world in any media.

1. Survival

23.1 The provisions of these Terms that, by their nature, should survive termination or expiration of these Terms, including but not limited to, Sections 5 (Intellectual Property), 7 (Limitation of Liability), 8 (Indemnification), 11 (Governing Law and Jurisdiction), 13 (Severability), 17 (Entire Agreement), and 18 (Relationship of the Parties), shall survive any such termination or expiration.

1. Headings

24.1 The headings in these Terms are for convenience only and shall not affect the interpretation or construction of any provision of these Terms.

1. Counterparts

25.1 These Terms may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.

1. Electronic Communications

26.1 By using the Platform, Users consent to receive communications from Kramer electronically. Kramer may communicate with Users by email or by posting notices on the Platform. Users agree that all agreements, notices, disclosures, and other communications that Kramer provides electronically satisfy any legal requirement that such communications be in writing.

1. Dispute Resolution

27.1 In the event of any dispute arising out of or in connection with these Terms, the Parties shall first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved within thirty (30) days of the commencement of negotiations, either Party may submit the dispute to binding arbitration in Ontario, Canada, in accordance with the rules of the Canadian Arbitration Association.

1. Shopify Integration

28.1 The Platform is integrated with Shopify to facilitate transactions between Users. Users acknowledge and agree that their use of the Platform is subject to the Shopify Terms of Service and Privacy Policy, and that Kramer is not responsible for the content, policies, or practices of Shopify. Users shall comply with the Shopify Terms of Service and Privacy Policy when using the Platform.

1. Interpretation

29.1 In these Terms, unless the context otherwise requires, words in the singular include the plural and vice versa, and words importing one gender include all genders. The term "including" means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

1. Language

30.1 These Terms are prepared and executed in the English language. In the event of any conflict or inconsistency between the English version and any translation, the English version shall prevail.

1. No Endorsement

31.1 The inclusion of any compounding pharmacy or pharmacy on the Platform does not constitute an endorsement or recommendation by Kramer. Users are responsible for conducting their own due diligence and making their own determinations regarding the suitability of any User for their specific needs.

1. User Representations and Warranties

32.1 By using the Platform, Users represent and warrant that:

1. a) They are at least the age of majority in their jurisdiction of residence and have the legal capacity and authority to enter into and be bound by these Terms; b) They are duly licensed and authorized to operate as a pharmacy or compounding pharmacy in their jurisdiction; c) The information they provide during registration and in connection with their use of the Platform is accurate, complete, and current; d) They will comply with all applicable laws, regulations, and professional standards in connection with their use of the Platform and the Services; e) They will not engage in any activity that interferes with or disrupts the proper functioning of the Platform or the Services; and f) They will not use the Platform or the Services for any purpose that is unlawful or prohibited by these Terms.

1. Platform Availability

33.1 Kramer does not guarantee that the Platform or the Services will be available at all times or that access to the Platform will be uninterrupted. Kramer may, at its sole discretion, temporarily suspend or restrict access to the Platform for maintenance, upgrades, or other reasons.

1. Links to Third-Party Websites

34.1 The Platform may contain links to third-party websites that are not owned or controlled by Kramer. Kramer has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites. By using the Platform, Users acknowledge and agree that Kramer is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.

1. Support

35.1 Kramer may provide support for the Platform and the Services, including technical support and assistance with using the Platform. Users may contact Kramer at info@usekramer.com for support-related inquiries.

1. Disclaimer of Warranties

36.1 The Platform and the Services are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied, including but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement.

36.2 Kramer does not warrant that:

1. a) The Platform or the Services will meet Users' requirements; b) The Platform or the Services will be uninterrupted, timely, secure, or error-free; c) The information or results that may be obtained from the use of the Platform or the Services will be accurate or reliable; or d) Any errors in the Platform or the Services will be corrected.

1. Export Control

37.1 Users agree to comply with all applicable export and re-export control laws and regulations, including but not limited to, the Export Administration Regulations and the International Traffic in Arms Regulations. Users shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any product, service, or technology (including products derived from or based on such technology) received from Kramer under these Terms to any destination, entity, or person prohibited by the laws or regulations of Canada or any other applicable jurisdiction, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

1. Injunctive Relief

38.1 Users acknowledge and agree that any violation or breach of these Terms may cause immediate and irreparable harm to Kramer, and Kramer shall be entitled to seek injunctive or other equitable relief, without waiving any rights or remedies otherwise available to Kramer, including the recovery of monetary damages.

1. Platform Updates

39.1 Kramer may, from time to time, release updates, upgrades, or new versions of the Platform or the Services. Users agree that Kramer may, at its sole discretion, automatically install such updates, upgrades, or new versions on Users' devices and systems, and that these Terms shall apply to such updates, upgrades, or new versions.

1. Advertisements

40.1 The Platform may display advertisements and promotions from third parties. Users acknowledge and agree that Kramer is not responsible for the content, accuracy, or appropriateness of any such advertisements or promotions, and that the inclusion of any such advertisement or promotion does not imply endorsement by Kramer.

1. Privacy Policy

41.1 By using the Platform, Users acknowledge and agree that their personal information will be collected, used, and disclosed by Kramer in accordance with the Kramer Privacy Policy. Users should review the Privacy Policy before using the Platform or the Services.

1. Taxes

42.1 Users are solely responsible for determining any applicable taxes related to transactions conducted through the Platform, including but not limited to, sales, use, value-added, or similar taxes. Users shall be responsible for remitting any such taxes to the appropriate tax authorities in accordance with applicable laws and regulations.

1. Confidentiality

43.1 Users agree to maintain the confidentiality of any non-public information received from Kramer or other Users in connection with their use of the Platform or the Services, and to use such information only for the purposes of using the Platform or the Services in accordance with these Terms.

1. Professional Responsibility

44.1 Users are solely responsible for ensuring that their use of the Platform and the Services is consistent with their professional obligations and any applicable laws, regulations, and professional standards, including but not limited to, the verification of prescriptions, the handling and storage of medications, and the protection of patient confidentiality.

1. Limitation of Actions

45.1 Users agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform, the Services, or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

By using the Platform or the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

1. Beta and Trial Features

46.1 Kramer may, from time to time, offer new features or services on a beta or trial basis. Users acknowledge and agree that such features or services may be subject to additional terms and conditions and that Kramer may modify, discontinue, or restrict access to such features or services at any time, in its sole discretion, without notice or liability.

1. Publicity

47.1 Users grant Kramer the right to use their name, logo, and other identifying information in marketing materials, press releases, and other public announcements related to the Platform or the Services, provided that such use complies with any applicable branding guidelines provided by the User.

1. System Requirements

48.1 In order to use the Platform and the Services, Users must have access to a device and internet connection that meet the minimum system requirements specified by Kramer. Users are solely responsible for obtaining and maintaining any necessary hardware, software, and internet connectivity required to use the Platform and the Services.

1. No Reliance on Information

49.1 While Kramer endeavors to ensure the accuracy and completeness of information on the Platform, Users acknowledge and agree that the information provided on the Platform is for general informational purposes only and should not be relied upon as the sole basis for making decisions. Users are responsible for verifying the accuracy, completeness, and reliability of any information obtained from the Platform before making any decisions based on such information.

1. Integration with Third-Party Services

50.1 The Platform may integrate with or provide access to third-party services, such as payment processors or other service providers. Users acknowledge and agree that their use of such third-party services is subject to the terms and conditions and privacy policies of the applicable third-party providers, and that Kramer is not responsible for the content, policies, or practices of such third-party services. Users shall comply with the terms and conditions and privacy policies of any applicable third-party providers when using the Platform.

By using the Platform or the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

1. Amendments to the Terms

51.1 Kramer reserves the right to amend or modify these Terms at any time, in its sole discretion. Any changes to the Terms will be posted on the Platform and will become effective upon posting. Users are responsible for regularly reviewing the Terms to ensure they are aware of any changes. By continuing to use the Platform or the Services after any such changes, Users agree to be bound by the revised Terms.

1. Contact Information

52.1 If you have any questions, comments, or concerns about these Terms, the Platform, or the Services, please contact Kramer at:

Kramer Inc. Email: info@usekramer.com

1. Acknowledgment

53.1 By using the Platform or the Services, Users acknowledge that they have read, understood, and agree to be bound by these Terms and Conditions, as well as any other applicable policies and agreements incorporated by reference. Users further acknowledge and agree that their use of the Platform and the Services is voluntary and that they have had an opportunity to review these Terms and seek independent legal advice, if desired.

1. Personal Health Information

54.1 This platform and website is not designed, or intended to use or store personal health information, do not enter any personal health information into this platform or website. It is meant solely for business to business transactions where no individual's health information is ever shared.

1. Storage of Data

55.1 By using the Platform or the Services, Users acknowledge that their data may be transmitted, and stored outside of Canada, and any where in the world. 

 

1. Using the Platform on Behalf of Another Party or Parties

56.1 If a User is using the platform on behalf of any one else, any other group of people, or any other entity, or anything or anyone other than themselves, they must also share our entire Terms and Conditions, Privacy Policy and Refund Policy and any other agreements we display on our website, and obtain the consent and agreement to these agreements, in full, from that other party, in addition to their own agreement and consent.

 

57.1 We are not involved in ordering or fulfillment, we are simply a directory for finding suppliers. We do not hold or carry any inventory, we do not manufacture any product, we are simply an informational website.

 

These Terms and Conditions were last updated on May 24, 2023.