Local Skill Terms and Conditions

Effective date: October 6, 2021

These terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference (collectively, the “Terms”), constitute a legal agreement by and between you and Local Skill Inc. (“Local Skill,” “we,” “us” or “our”) and govern your use of and access to:

• the Local Skill website (the “Site”);
• the Local Skill app (the “App”; and collectively with the Site, the “Platform”);
• the Local Skill vaccine booking services offered to Pharmacies through the Platform (the “Booking Services”); and
• the Local Skill staffing services solicited, offered, or accepted by you through the Platform (the “Staffing Services”; collectively with the “Booking Services”, the “Services”).

By using the Platform and the Services, or any portion thereof, you accept and agree to be bound and comply with these Terms and our Privacy Policy , incorporated herein by reference. If you do not agree to these terms, you must not use or access the Platform or the Services.

We reserve the right in our sole discretion to revise and update these terms and conditions at any time, and we will notify you of such change. Your continued use of the Platform and the Services after any such change constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you should not continue to use or access the Platform or the Services.

1. Eligibility

You may only access and use the Platform and the Services if you are a pharmacist licensed to practice pharmacy in a province or territory in Canada (a “Pharmacist”), a pharmacy assistant (a “Pharmacy Assistant”), or a pharmacy technician registered in a province or territory in Canada (a “Technician”) or licensed to carry on business as a pharmacy in a province or territory in Canada (a “Pharmacy”; collectively with Pharmacists, Pharmacy Assistants, and Technicians, “Users’). You may not access or use the Platform or Services if your license or registration has been suspended or revoked by the governing body that administers pharmacy or pharmacist licenses and registrations in your jurisdiction. If you are subject to a pending complaint or investigation by such governing body, you may not use the Platform or the Services.

2. Your Local Skill Account

Your use of the Platform and the Services requires user registration and creation of a user account (your “Account”). Our collection and use of your personal information in connection with your Account and use of the Platform and the Services is as provided in our Privacy Policy.

If you create an Account or upload information to the Platform, you represent and warrant that you will provide accurate, current, and complete information. You acknowledge that we, other Users, and members of the public may rely on the information you provide on the Platform as being accurate, current, and complete at all times. If you provide any information on your Account that is untrue or inaccurate or if we have reasonable grounds to believe that such information is untrue or inaccurate, we may suspend or terminate your access to your Account, the Platform, and the Services.

You are expected to use "strong" passwords with your Account and must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that your account is personal to you and agree not to provide any other person with access to the Services using your username, password, or other security information.

You are solely responsible for the activity that occurs under your Account, including any password misuse or unauthorized access. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You understand that even if you notify us, you will be completely responsible for all activities that occur under your Account.

Any transmission of personal information is at your own risk. Although we do our best to protect your personal information, the transmission of information via the Internet is not completely secure and we cannot guarantee the security of your personal information transmitted by you to the Platform. We are not responsible for circumvention of any privacy settings or security measures contained in our Privacy Policy.

We reserve the right to request any information or documents to confirm your status, identity or registration as a licensed pharmacist, technician, or pharmacy, as applicable, in good standing with relevant licensing bodies. You agree to provide this requested information and further agree that we may verify your identity and registration with the relevant licensing or regulatory body.

3. General Terms of Use

You agree not to engage in any of the following prohibited activities:

• violate any applicable laws, rules or regulations of any government body or regulatory body, or create a liability for use or cause us to become subject to regulation
• copy, distribute, or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated "scraping"
• use any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Platform in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser
• transmit spam, chain letters, or other unsolicited communications
• attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service
• upload invalid data, viruses, worms, or other software agents through the Service
• collect or harvest any personally identifiable information from the Service
• use the Service for any commercial solicitation purposes, other than those allowed by the Service
• post or submit any inaccurate, incomplete, or false biographical information, impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity
• interfere with the proper working of the Service
• access any content on the Service through any technology or means other than those provided through the Platform or authorized by the Service
• bypass the measures we may use to prevent or restrict access to the Service, including without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein
• modify, reverse engineer or decompile any parts of the Platform or the Service
• frame or link to any information or content on the Service
• rent, lease, lend, sell, redistribute, license or sublicense the Platform or access to any portion of the Platform;
• stalk, threaten, or otherwise harass any person, or post or submit any material that is unlawful, illegal, defamatory, offensive, discriminatory, threatening, or obscene as determined by us
• cause any third party to engage in these restricted activities

We may, without prior notice, change any aspect of the Service, stop providing the Service or features of the Service, or create usage limits for the Service. If any such change, cessation or limitation of the Service materially and adversely affects you, then you may terminate the Service by submitting an email request to terminate your Account to support@mylocalskill.com. We may permanently or temporarily limit, condition, terminate or suspend your access to the Platform and the Service or any features thereof, including if in our sole determination (acting reasonably) you breach or violate any provision of these Terms, or commit fraud or other abuses using the Service.

A. User Content

You agree that we make no representations, warranties, promises or guarantees regarding any content provided or generated by third parties, including, without limitation, the content of any messages or posted shifts (“User Content”). You further agree that we act as a passive conduit for the distribution, provision, and publication of User Content, and have no obligation to screen or verify the accuracy, legality, legitimacy, truthfulness, or completeness of such content.

Accordingly, you accept that we are not responsible and have no liability for content User Content. You understand that you may be exposed to User Content that is inaccurate, incomplete, illegal, misleading, false, offensive, constitutes spam, or is otherwise unsuited to your purpose, and you accept that it is your responsibility to verify the quality, accuracy, truthfulness, legality or reliability of such content, including, without limitation, Pharmacist or Technician credentials and posted shifts. Your reliance on any User Content is at your own risk.

Notwithstanding the foregoing, although we have no obligation to screen User Content, to the extent that we become or are made aware of User Content that may or does (i) violate these Terms, (ii) violate any law or regulation, (iii) violate the rights of third parties, or (iv) create liability for us or otherwise negatively impact us, we reserve the right to remove such User Content, and suspend or terminate any Account associated with such content.

By posting, submitting, providing and/or otherwise making available any User Content, you expressly grant, and represent that you have a right to grant, to us, a royalty-free, sublicensable, perpetual, transferable, non-exclusive, worldwide license to use, reproduce, adapt, translate, sublicense, publicly perform, publicly display, and make derivative works from and otherwise exploit, all such User Content in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for the purposes of posting such User Content on the Platform. This license continues even if you stop using the Service.

If you are a Pharmacy, you acknowledge and agree that we have no obligation, and may be unable, to remove your User Content once it has been distributed through the Platform or through shift alert emails or texts. In this case, the license grant from you above will be perpetual and irrevocable for such uses. To the extent your User Content contains a trademark, trade name, service mark or service name protected by law, the foregoing license also extends to the use by us to identify you as a User of the Service in any promotional and marketing materials to promote Local Skill and the Service.

You represent and warrant that you have the rights, power and authority necessary to grant the rights described in this section to User Content that you submit, provide, make available or post, via the Service, that the use by us of your User Content will not violate any law or infringe the rights of any third party, and that your User Content and any other information that you provide to us is legal, complete, legitimate, truthful and accurate.

B. Our Content

We own all intellectual property rights in the Platform, including but not limited to database rights, copyright, design rights, and trademarks, whether registered or unregistered. These Terms provide you only a limited license to access and use the Service in accordance with these Terms. Accordingly, you agree that we transfer no ownership or intellectual property interest or title in and to the Platform or any materials used in connection with the Service, including, without limitation, software, (including source code), programs, products, information, documentation, images, text, graphics, user interfaces, visual interfaces, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and content (the " Local Skill Content"). All such Local Skill Content as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Service are exclusively owned, controlled, and/or licensed by us.

Local Skill, our logo, and all other marks are proprietary trademarks of Local Skill and any use of such marks, including, without limitation, as domain names, account identifiers, or in connection with any search engine optimization practice(s), without our prior written permission is hereby strictly prohibited. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under, any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Platform and the Service. Use of the Local Skill Content or materials on the Platform for any purpose not expressly permitted by these Terms is strictly prohibited.

4. Billing and Payment

If you are a Pharmacy and elect to purchase a paid feature of the Service (a “Subscription”), you agree to the pricing and payment terms for the applicable Service, as we may update them from time to time. Subscriptions will auto-renew upon the expiration of your then-current Subscription period and you will be billed for the subsequent month in advance. We may add new services and products for additional fees and charges, or amend fees and charges for existing services, at any time in our sole discretion upon notice.

You may cancel your Subscription or end your auto-renewal at any time. If you do so, you may continue using the Service until the expiration of the then-current Subscription period; however, you will not receive a refund for this period. In the event that we suspend, limit, condition, or terminate your access to the Service or your Account due to your material breach of these Terms, you understand and accept that you will not receive a refund for any unused portion of your Subscription.

If you are a Pharmacist, Pharmacy Assistant, or Technician and registered to collect sales tax in your province or territory, it is your obligation to remit any tax included in all fees you receive from a Pharmacy to the applicable governmental tax authority. For certainty, it is your responsibility to determine your task obligations. Please seek and obtain professional tax advice if you are uncertain about your tax obligations.

Local Skill uses a third-party payment processing provider (the “Payment Processor”), as may be changed from time to time in our sole discretion, in order to facilitate the payment for Subscriptions, including auto-renewals. You acknowledge and agree that the Payment Processor may collect your personal information and/or other information about you. Such collection and use of your information will be subject to the terms of the Payment Processor’s terms of service and privacy policy. You acknowledge and agree that we shall have no liability to you in connection with your disclosure of your personal information to the Payment Processor.

5. Pharmacist and Technician Obligations

As a Pharmacist, Pharmacy Assistant, or Technician, you will be able to apply for full-time employment (a “Full-Time Position”), or part-time and relief shifts offered by Pharmacies (a “Shift”), although we cannot guarantee that you will find suitable work through the Services. Once a Shift has been accepted by a Pharmacist, Pharmacy Assistant or Technician and deemed filled by the Pharmacy, it must be completed. We will generate an invoice for the completed Shift, however all payment between the Pharmacist, Pharmacy Assistant, or Technician will be made directly by the Pharmacy.

If you are a Pharmacist, Pharmacy Assistant, or Technician, at all times while using the Platform and Services, you agree to:

• act professionally, ethically, and competently and abide by all standards of practice and codes of ethics outlined by your applicable provincial and federal licensing bodies
• adhere to all applicable provincial and federal laws and regulations, including (i) the Health Professions Act, and its regulations and standards; (ii) the Pharmacy and Drug Act, its regulations, and the Standards for the Operation of Licensed Pharmacies; (iii) the Code of Ethics; (iv) Section 7.1 of the Government Organization Act; (v) the Food and Drugs Act and its regulations (vi) the Controlled Drugs and Substances Act and its regulations, including the Narcotic Control Regulations; and (vii) the Health Information Act and its regulations. For greater certainty, you will comply with the letter and spirit of all applicable provincial and federal laws and regulations to ensure that the public and each patient receive the full protection of the law. You will keep yourself apprised at all times to any changes to any applicable laws, regulations, standards of practice, rules or codes of ethics which apply to you
• have active professional liability insurance coverage as required by the governing body that administers pharmacist licenses in your jurisdiction. The Pharmacist’s or Technician’s professional liability insurance will be considered the Pharmacist’s or Technician’s primary coverage with the excess to be covered by the Pharmacy’s insurance
• be a duly registered Pharmacist or Technician in your jurisdiction and be in good standing with the applicable licensing body, including being up to date on all licensing fees owed to such body. If you become the subject of any investigation or case by a complaints or disciplinary committee of a licensing body, you must immediately inform Local Skill.
• when registering to use the as a Pharmacist or Technician, answer each registration question honestly and truthfully. If it is discovered that you were untruthful or misleading, then we may immediately suspend you from using the Platform and the Services
• be truthful when selecting or listing your skills and competencies. You must have working knowledge and proficiency sufficient to be able to work independently without any supervision to process, adjudicate, and dispense prescriptions efficiently and accurately. For further clarity, you will not indicate at any time through the the Platform that that you have knowledge, skills or training unless you have (i) valid certification to perform these pharmacy specialty skills, and (ii) work experience using such knowledge, skills or training. If you provide false or misleading information with respect to your skills and competencies on the Platform, we may immediately suspend you from using the Platform and the Service. You may also face legal liability for wrongful practice as a pharmacist or technician
• only practice within the practice scope of pharmacists or technicians and only engage in pharmacy activities that you are authorized and competent to perform
• only accept Shifts in the provinces or territories in which you are licensed to practice as a pharmacist or technician
• be solely responsible for any and all liability that results from or is alleged as a result of your work, including, but not limited to any malpractice, dispensing error, personal injury, death or property damages
• pay all applicable federal, provincial and local tax remittances on payments received by you for completing Shifts
• ensure that all hours entered upon completing a Shift are accurate to the best of your knowledge; we are not responsible for resolving disputes between Users or compensating Users for discrepancies between hours invoiced/paid and hours worked

6. Pharmacy Obligations

As a Pharmacy, upon completion of your Account set up, you will be able to offer vaccination appointments and post Full-Time Positions and Shifts, including information on hours available and hourly rate offered. We will notify Pharmacists, Pharmacy Assistants, and Technicians, as applicable, of Shifts made available by you based on their proximity to the Pharmacy. We cannot guarantee that you will find suitable candidates through the Services; however, if you have an urgent staffing need, you may contact us at support@mylocalskill.com. and we will try to assist you in finding the required candidate. Once a Shift has been completed, you will be notified of any payments to be made to Pharmacists, Pharmacy Assistants, and Technicians through the Platform. However, you will be solely responsible for making these payments and resolving any disputes regarding hourly rates or hours worked.

If you are a Pharmacy, at all times while using the Platform and the Services, you agree to:

• possess all valid licenses, approvals and authority to operate as a pharmacy within the jurisdiction in which your Pharmacy operates, and operate in the capacity of an owner or manager who is authorized to book or schedule shifts on behalf of the pharmacy
• own, or have the legal right to operate, the pharmacy, and such pharmacy is in good operating condition and meets the regulatory and industry safety standards and all applicable statutory and provincial requirements for a pharmacy of its kind
• represent and warrant that you are the owner or manager of the Pharmacy. No other person may create an Account or post Shifts on the Platform
• only offer Shifts using the pharmacy that has been registered on the Platform. You further agree to not offer Shifts for a pharmacy that is not compliant with provincial rules and regulations for pharmacists, technicians and pharmacies in your province or territory.
• have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the operation of the pharmacy you list on the Platform to offer Shifts
• ensure that all hourly rates are entered correctly when posting Shifts, and confirm all hours submitted by Pharmacists, Pharmacy Assistants, and Technicians who have completed Shifts for you; we are not responsible for resolving disputes between Users or compensating Users for discrepancies between hours invoiced/paid and hours worked
• ensure that all use, processing, disclosure and protection of User personal information, including users of the Booking Service through our Site, conforms and complies with the standards set out in our Web Privacy Policy
• ensure that all information related to vaccine appointments (including times and types of vaccines available) made available by you through the Booking Service, is accurate and up-to-date; any disputes between you and users of the Booking Service that arise from inaccurate or incomplete information are your sole responsibility

In the event of an incident or accident at your pharmacy, you will be solely responsible for compliance with any applicable statutory or jurisdictional requirements, for reporting the incident or accident to us and your insurer in a timely manner, and for all necessary contacts with your insurance carrier. All Pharmacies involved in any provincial or federal Complaints Committee or Discipline Committee hearing must immediately inform Local Skill.

You will not use the Services to attempt to defraud Local Skill or other Users. If we suspect that you have engaged in fraudulent activity, we may suspend or terminate your Account until the issue is resolved. You may not post Shifts for pharmacy locations other than the Pharmacy registered on the Platform for which you have an Account. If we suspect or detect that you are posting Shifts for other locations or using a single account to advertise positions in multiple locations, or any similar activity, we will terminate your Account immediately and charge you an administrative fee of $1,000.00 for each Shift posted in violation of this section.

You will not discriminate or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation and agree to make reasonable accommodations for Pharmacists, Pharmacy Assistants, and Technicians who require such accommodations.

7. Staffing Cancellation Policy

If you are a Pharmacy, you may cancel a Shift at any time prior to the start of the Shift. If you cancel a Shift that was accepted and filled within seven days (168 hours) prior to the start of the Shift, you will be charged a cancellation fee of $200.00 (plus applicable taxes). If you cancel a Shift that was posted but not filled, you will not be charged a cancellation fee.

If you are a Pharmacist, Pharmacy Assistant, or Technician, you may cancel a Shift that you have accepted and deemed filled by the Pharmacy at least seven days (168 hours) prior to the start of the Shift. If you cancel an accepted and filled Shift within seven days (168 hours) of the start of the Shift or you do not complete your scheduled Shift, you will be charged a cancellation fee of $200.00 (plus applicable taxes). If there are extenuating circumstances, please contact us and we may choose to waive the cancellation fee at our sole discretion. In such cases, we reserve the right to request supporting documentation.

In the event that both the Pharmacy and the Pharmacist/Pharmacy Assistant/Technician mutually agree to cancel a scheduled Shift, please send an email to support@mylocalskill.com., copying the other party and including (1) the job ID, (2) reason for cancellation, and (3) consent from the other party of the cancellation. We may choose to waive the cancellation fee or void the fee if it has already been charged to the cancelling party’s Account.

All cancellation fees will be due within 14 days from the date of the cancelled Shift. Users who frequently cancel Shifts or who we reasonably believe are cancelling shifts in a manner which disrupts the integrity of the Service will be banned from the Platform and the Services at our sole discretion. We are not responsible for any party’s cancellation of or failure to complete a Shift. Any disputes arising from the cancellation or non-completion of Shifts, including payments related to such disputes apart from payment of the cancellation fee, must be resolved amongst the Pharmacy and the Pharmacist/Pharmacy Assistant/Technician.

8. Full Time Positions

The Platform allows Pharmacies to post advertisements for Full-Time Positions. Once connected with a candidate, the Pharmacy may proceed with its own independent hiring process. In the event that a Pharmacist, Pharmacy Assistant, or Technician is successfully hired through the Service, the Pharmacy must indicate on the Platform that the Full-Time Position has been filled. The Pharmacy will be charged a commission fee of the higher of $5,000.00 or 7% of the annual salary of the filled Full-Time Position (the “Commission Fee”).

While the Platform allows Pharmacies to post advertisements for Full-Time Positions, a Pharmacy may choose to hire a candidate found through an advertisement for part-time or relief work. In this case, the Pharmacy must notify us immediately in writing and pay the applicable Commission Fee. We reserve the right to suspend or terminate the Account of any User found or suspected by us to have violated this term and charge the applicable Commission Fee.

For further certainty, Pharmacies may not directly or indirectly circumvent us or the Service by contracting privately with Pharmacists, Pharmacy Assistants, and Technicians found through the Platform. If you are a Pharmacy and your Subscription expires or your Account is terminated for any reason, you agree not to hire any candidates found through the Platform for one (1) year following the date of expiration or termination. If you violate this term, you must pay an administrative fee of $5,000.00.

9. Local Skill Communications

By becoming a User, you expressly consent and agree to accept and receive communications from us, including via e-mail, fax, mail, push notifications through our App, and text message and calls to the telephone number you provided to us. By consenting to being contacted by us, you understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver pre-recorded messages sent by or on behalf of Local Skill, including but not limited to: operational communications concerning your User account or use of the Platform, updates on new and existing features on the Platform or Services, general communications concerning promotions run by us or our third party partners, and news concerning Local Skill and industry developments. If you wish to opt-out of promotional emails, text messages, or other communications, you may opt-out by contacting us by email or adjusting your Account setting. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. You acknowledge that you are not required to consent to receive promotional messages as a condition of using the Platform or the Service.

10. Consent to Electronic Communications

By using the Platform or sending e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our Site and App. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

11. General Disclaimers

The following disclaimers are made on behalf of Local Skill, our affiliates, and each of our respective officers, directors, and employees.

We cannot guarantee that each Pharmacy, Pharmacist, Pharmacy Assistant or Technician is who he or she claims to be. Please use common sense when using the Platform and the Service. Note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Platform and the Services by persons under the age of 18 in violation of these Terms. We encourage you to communicate directly with each potential Pharmacy, Pharmacist, Pharmacy Assistant, or Technician prior to engaging in an arranged Shift. We cannot ensure that a Pharmacy, Pharmacist, Pharmacy Assistant or Technician will complete an arranged Shift. We also cannot ensure that you will find suitable candidates for posted Shifts or Full-Time Positions.

Local Skill is not responsible for the conduct, whether online or offline, of any User of the Platform or the Service. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in the Pharmacy by Pharmacists, Pharmacy Assistants or Technicians. By using the Platform and the Service, you agree to accept such risks and agree that we are not responsible for the acts or omissions of Users on the Platform or participating in the Service.

It is possible for others to obtain information about you that you provide, publish or post to the Platform, send to other Users, or otherwise share, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Platform or during Shifts. Please carefully select the type of information that you post on the Platform or disclose during Shifts. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users).

Opinions, advice, statements, offers, or other information or content made available through the Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted on the Platform or otherwise disseminated by third parties. We reserve the right, but we have no obligation, to monitor the materials posted in the public areas of the Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or these Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

The Platform contains (or you may be sent through the Platform) links to other web sites owned and operated by third parties (“Third Party Sites”), as well as other content or items belonging to or originating from third parties (“Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites or Third Party Content accessed through the Platform.

Location data provided by the Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Local Skill, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Platform. Any of your information, including geolocational data, you upload, provide, or post on the Platform may be accessible to Local Skill and certain Users of the Platform.

The Platform and the Service is only available for use on computer and mobile browsers and specific mobile operating systems such as iOS and Android (the “Supported Operating Systems”). The Service may not be available on all versions of the Supported Operating Systems and we bear no responsibility for your inability to access to use all or any part of the Service as a result of an unsupported version of the Supported Operating Systems.

These Terms are entered into between you and Local Skill. You agree that neither Apple Inc., Google, Inc., nor Microsoft Corporation are parties to these Terms nor are they providers of the Service nor are they responsible for any support of the Platform or the Service. Your use of the Platform and the Service is also subject to the Apple Inc.’s, Google, Inc.’s and Microsoft Corporation’s respective terms and conditions depending on the Supported Operating System you are using to access the Service, such terms and conditions being incorporated herein by reference.

12. Disclaimer of Warranties

NOTHING IN THIS AGREEMENT SEEKS TO EXCLUDE ANY CONDITION, WARRANT OR GUARANTEE THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOCAL SKILL DOES NOT GUARANTEE ANY RESULTS FROM USING THE SERVICE. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN OPTION AND RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES, GUARANTEES, CONDITIONS OR TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PURPOSE OR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER IMPLIED WARRANTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, OUR EMPLOYEES, OR AGENTS, OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY, GUARANTEE, TERM OR CONDITION NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT (I) ANY CONTENT PROVIDED ON OR THROUGH THE PLATFORM AND THE SERVICE IS ACCURATE, LEGALLY COMPLIANT, UP-TO-DATE, RELIABLE OR CORRECT; (II) THE SERVICE WILL MEET YOUR REQUIREMENTS; (III) THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL BE UNINTERRUPTED OR SECURE; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM OR THE SERVICE IS DOWNLOADED OR AVAILABLE AT YOUR OWN OPTION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR ANY OTHER TYPE OF LOSS THAT RESULTS FROM SUCH CONTENT OR YOUR USE OF THE SERVICE.

IF ANY SUCH WARRANTY OR GUARANTEE CANNOT BE EXCLUDED UNDER APPLICABLE LAW, THEN TO THE EXTENT PERMITTED BY APPLICABLE LAW, LOCAL SKILL’S LIABILITY FOR BREACH OF ANY SUCH WARRANTY OR GUARANTEE IS LIMITED (AT LOCAL SKILL’S OPTION) TO THE RESUPPLY OF THE SERVICE OR PAYMENT OF THE COST OF THE RESUPPLY OF THE SERVICE.

LOCAL SKILL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A USER OR THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND LOCAL SKILL WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND A USER OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

LOCAL SKILL DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

13. Indemnity

To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless Local Skill and its subsidiaries, and their respective directors, officers, board members, employees, agents, successors and assigns, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to all legal fees and expenses) arising from: (i) your use of and access to the Platform and the Service, including any data or content transmitted or received by you; (ii) your violation of these Terms and any other agreement that you have with us, including without limitation your breach of any of the representations and warranties herein; (iii) your violation of any third-party rights, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation, including, without limitation, any applicable data protection, email marketing, or telemarketing laws (including any email, phone call or text message you send or make to another User); (v) any claims or damages that arise as a result of your User Content; (vi) any other party's access and use of the Platform and the Service with your account or log-in information; (vii) your intentional or willful misconduct, fraud, or negligence; (viii) your ownership, use or operation of a pharmacy, including your provision of Shifts as a Pharmacy, Pharmacist or Technician; or (ix) any other activities in connection with the Services.

The foregoing indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

14. Limitation of Liability

IN NO EVENT WILL LOCAL SKILL, OUR AFFILIATES, OR EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE MY PLATFORM, THE SERVICE, OR THESE TERMS, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE WILL NOT BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL AND/OR CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO PHYSICAL DAMAGES, BODILY INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT) ARISING OUT OF YOUR COMMUNICATING WITH OR MEETING OTHER USERS OF THE PLATFORM OR THE SERVICE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

15. Release

In the event that you have a dispute with one or more Users, you agree to release Local Skill (including our affiliates and each of our respective officers, directors, employees, agents, shareholders, and suppliers) from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other Users or to your use of the Platform or the Service. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

16. Term and Termination

These Terms are effective upon your creation of a Local Skill Account and will remain in full force and effect until the Account is deactivated or otherwise terminated.

If you breach any provision of these Terms, we may prohibit you from using or accessing the Platform, the Services, or your Account. We may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of the Platform, or any part thereof, including (a) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, the Platform, including accounts; (b) removing, adding, modifying or otherwise changing any content on the Platform. We reserve the right, in our sole discretion, to correct any errors or omissions on any portion of the Platform at any time without notice, but confirm that it has no obligation to do so.

If these Terms or your permission to use the Platform or the Services is terminated for any reason, then (a) all licenses granted to you by us hereunder shall immediately terminate; (b) you must cease your use of the Platform and the Services; (c) these Terms will nevertheless continue to apply and be binding upon you in respect of your prior use of the Platform and the Services and anything connected with, relating to or arising from that use; (d) we will terminate your access to your Account; and (e) any perpetual licenses granted by you to us hereunder shall continue in force notwithstanding such termination.

Notwithstanding any of the above, Sections 3B (Our Content), 4 (Billing and Payment), 7 (Cancellation Policy), 8 (Full Time Positions), 11 (General Disclaimers), 12 (Disclaimer of Warranties), 13 (Indemnity), 14 (Limitation of Liability), 15 (Release), 16 (Term and Termination), 17 (Governing Law and Jurisdiction), and 18 (General) will survive any termination of these Terms.

17. Governing Law and Jurisdiction

These Terms are governed by the laws of Ontario and the applicable federal laws of Canada. To the fullest extent permitted by applicable law, if there is any dispute between us under these Terms, we both agree to resolve the dispute by arbitration at ADR Chambers using the ADR Chambers Expedited Arbitration Rules. We both agree that the ADR Chambers Expedited Arbitration Rules give us both a fair opportunity to present our respective cases and respond to the case of the other side. The arbitration shall be held in the City of Toronto and shall proceed in accordance with the provisions of the Arbitration Act (Ontario) and the ADR Chambers Expedited Arbitration Rules. Judgment upon the award rendered by the arbitrator, including any award on costs, may be entered in any court having jurisdiction. The arbitration shall be an In Writing Only arbitration and shall be conducted in English. If arbitration is not possible, you agree that the courts of the Province of Ontario and the federal courts of Canada shall have exclusive jurisdiction over these Terms.

18. General

You agree that there is no joint venture, partnership, employment or agency relationship between you and Local Skill.

If any provision of these Terms is found to be unlawful, void, illegal or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any remaining provisions.

No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

These Terms, including any changes made to these Terms from time to time, constitutes the entire agreement between you and Local Skill with respect to the matters contained herein and supersedes all previous agreements, written, oral or otherwise, between you and Local Skill regarding such subject matter.

Local Skill may, without prior notice and without your consent, assign any or all of our rights and obligations under these Terms to another party at any time and upon such assignment the assignee shall assume all of our rights and obligations under these Terms.

Any rights not expressly granted by these Terms are reserved to Local Skill.