Sign Up

Service Agreement

THIS GENERAL SERVICE AGREEMENT (the "Agreement") is dated this day of , . (the "Effective Date")

BETWEEN:

Pers Inventions Inc., a company and incorporated in the Province of British Columbia, doing business as EzyPill, having an address at #2809 6098 Station Street, Burnaby BC V5H 0H4

(the "Contractor" or "EzyPill")

AND:

, a company having an address at

(the "Client")

(each a "Party", and collectively, the "Parties")

BACKGROUND

A. The Client has requested that the Contractor perform certain services as set forth herein and the Contractor has agreed to perform such services; and

B. The Client and Contractor wish to set out their understanding of the terms and conditions of the services and the performance thereof.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor agree as follows:

1. DEFINITIONS

1.1 For the purposes of this Agreement:

(a) "Home Zone" shall mean the boundaries of the municipality or district, as the case may be, in which the Client's operations are located, provided the municipality or district is not one of the City of Vancouver, City of Surrey, or the combination of the City of Langley/Langley Township; and

(b) "VSL Home Zone" shall mean one of the City of Vancouver, City of Surrey, or the combination of the City of Langley/Langley Township, which definition shall apply if the Client’s operations are located within any of same.

1.2 Each municipality or district, as the case may be, that is not defined as the Home Zone or VSL Home Zone, as the case may be, shall be considered an "Out-of-Zone Area"

2. SERVICES

2.1 The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):

(a) The Client shall have access to and use of EzyPill’s online system for inputting and managing prescription orders (the "Order Entry System").

(b) The Contractor shall, with respect to the Client’s access to and use of the Order Entry System, be available to the Client via telephone, online chat at www.ezypill.ca and email at support@ezypill.ca twenty-four (24) hours per day, seven (7) days per week (the "Support").

(c) The Contractor shall, if requested by the Client and subject to the fees described herein, perform same-day delivery of prescription medications (each an "Order", and a group of Orders, a "Package") from the Client’s address, or other such address as the Parties agree, to the Client’s customers (the "Deliveries").

(d) The Contractor shall perform the Deliveries between the hours of 9:00 a.m. to 7:00 p.m., from Monday to Sunday, if applicable.

2.2 For greater certainty, the final pick up of any Package for delivery on any given day shall be not later than 3:00 p.m.

2.3 The Client understands and agrees that all Orders to be delivered pursuant to this Agreement must be entered by the Client into the Order Entry System, and further understands and agrees that any Order(s) not entered into the Order Entry System but included in a Package may not be delivered. In the event any such Order is delivered by the Contractor, any applicable fees as detailed at Section 5 of this Agreement shall apply.

2.4 In normal circumstances, a Package shall not exceed dimensions of 40cm in length, 40cm in width, or 40cm in height, and the weight of any Package shall not exceed five (5) kilograms. In the event that the Client anticipates a given Package(s) will exceed these size and/or weight restrictions (each an "Oversize Package"), the Client understands and agrees that they must contact EzyPill to alert it of same, and that EzyPill, in its sole discretion, reserves the right to:

(a) decline delivery of any such Oversize Package(s); or

(b) if agreeing to deliver the Orders within the Oversize Package, charge to the Client a surcharge on a case-by-case basis.

2.5 The Client may request to amend the scope of the Services, provided that upon receipt of such notice of any proposed amendment, the Contractor may, at its sole discretion, decline such proposed amendments, or provide the Client with a revised quote for the performance of the Services, and the Services shall only be modified upon approval of such revised quote by the Client.

3. TERM OF AGREEMENT

3.1 The term of this Agreement will begin on the Effective Date and will remain in full force and effect until (the "Termination Date"), subject to earlier termination as provided in this Agreement (the "Term").

3.2 The Term may be extended with the written consent of the Parties

4. PERFORMANCE

4.1 The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

5. PAYMENT

5.1 In the event that the Client requests that the Contractor perform a Delivery (or Deliveries), and the Contractor agrees to perform such Delivery (or Deliveries), the Client shall pay to the Contractor :

(a) $5.99 plus tax for each Order delivered on a given day within Abbotsford region.

(b) $7.99 plus tax for each Order delivered on a given day within the Home Zone;

(c) $9.99 plus tax for each Order delivered on a given day to a VSL Home Zone;

(d) an out-of-zone charge of $12.99 plus tax applied to each Package containing Order(s) to be delivered to Out-of-Zone Area(s), which shall be charged for each Out-of-Zone Area delivered to;

(e) in the event the Client requires more than one Package to be delivered on a given day, a surcharge of $10.00 plus tax shall be charged for each additional Package to be delivered on a given day, in addition to the fees detailed at subparagraphs 5.1 (a), (b), ( c ),and (d) above.

(each, an "Additional Fee").

5.2 The Client understands and agrees that, in the event that a Delivery is made to a Client’s customer, and the Order(s) to be delivered to the customer cannot be delivered as specified, the Client shall still be responsible for any applicable charges as detailed at subparagraph 5.1

5.3 In the event that (an) Order(s) cannot be delivered, as described at subparagraph 5.2 said Order(s) may be re-delivered on the same day, or other day if the Parties mutually agree.

5.4 In the event that a given Package contains fifteen (15) or more Orders, and said Orders are all to be delivered to the Home Zone or VSL Home Zone or the same Out-of-Zone Area, a discount of $2.00 shall be applied to the per Order charges detailed at subparagraphs 5.1(a) and/or (b).and/or (c) .

5.5 In the event that a Client requests a Delivery (or Deliveries) be made, and the Order(s) to be included in such Delivery are not available within the timeframe specified in this Agreement, the Client acknowledges and agrees that the Client shall be responsible for any Additional Fees associated with such Delivery (or Deliveries), whether such Delivery is completed or not.

5.6 The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.

5.7 The Contractor shall invoice the Client on a weekly basis for any Additional Fees, as the case may be, incurred within a given week, and the Client shall pay any such invoices within six (6) business days following receipt of the same.

5.8 In the event that any weekly invoice for Additional Fees is not paid within six (6) business days of receipt, the Contractor shall not provide any further Delivery (or Deliveries) until the Client’s account is returned to good standing.

5.9 The Client may pay invoices via one or more of the following methods:

(a) by e-transfer, directed to support@ezypill.ca, with a password of "ezypill", if such password is required;

(b) by PayPal;

(c) by cheque, made payable to "Pers Inventions Inc."; or

(d) by credit card, subject to a credit card processing fee of three percent (3%) of the amount paid.

6. CLIENT OBLIGATIONS

6.1 The Client shall, throughout the Term:

(a) work with the Contractor to establish a daily schedule for any Deliveries, if applicable, and set realistic timelines for the performance of the Services;

(b) provide the Consultant with any information reasonably required for the performance of the Services;

(c) not make any action or omission that unreasonably limits the Contractor’s ability to perform the Services; and

(d) in the event that a Delivery (or Deliveries) is requested by the Client, the Client shall ensure that any and all Order(s) to be included in such Delivery (or Deliveries) are available for pick-up within thirty (30) minutes of any such request being made.

7. CONFIDENTIALITY

7.1 "Confidential Information" means any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client, but excludes any information that:

(a) was lawfully in the possession of either of the Parties before receiving it from the other;

(b) is provided in good faith to either of the Parties by a third party without breaching any rights of the Party to which it relates or any other party

(c) is generally available to, or accessible by, the public through no fault of the disclosing party;

(d) is independently developed by either of the Parties without use of the Confidential Information; or

(e) is disclosed by operation of law

7.2 The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as may be reasonably required for the Contractor to perform the Services or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

7.3 All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

8. INTELLECTUAL PROPERTY

8.1 The Parties hereby agree that any intellectual property created by the Parties through the performance of the Services, or otherwise through this Agreement (the "Intellectual Property") shall be the exclusive property of the Contractor, and the Parties agree to assign any right, title or interest in any such Intellectual Property to the Contractor. This assignment includes, without limitation, any and all rights to secure any patent, trademark, copyright, industrial design or other registrations (including without limitation, any renewals or extensions) with respect to the Intellectual Property in Canada and elsewhere.

8.2 The Client hereby waives all moral rights and similar rights of authorship or integrity that it may have in, and in each element of the Intellectual Property.

8.3 The Contractor hereby grants to the Client a non-exclusive, non-transferrable licence to use the Intellectual Property for the purposes for which it is developed, as reasonably set forth by the Contractor.

9. RETURN OF PROPERTY

9.1 Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

10. CAPACITY/INDEPENDENT CONTRACTOR

10.1 In providing the Services under this Agreement it is expressly agreed that the Contractor shall at all times be engaged as an independent contractor and nothing shall deem the Contractor to be an employee of the Client. The Contractor and the Client acknowledge and agree that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client agrees and acknowledges that the Consultant shall be free to be engaged by and to provide services to any other persons or organizations, subject to compliance with the terms of this Agreement.

10.2 Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

10.3 Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

11. RIGHT OF SUBSTITUTION

11.1 Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's sole discretion, engage a third party to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

11.2 In the event that the Contractor engages a third party to perform some or all of the obligations of the Contractor:

(a) for the purposes of the indemnification clause of this Agreement, the third party shall be deemed to be an agent of the Contractor.

12. TERMINATION

12.1 Either Party may terminate this Agreement by providing the other Party with thirty (30) days’ advance written notice.

12.2 The Client may, within fifteen (15) days of the Effective Date, terminate this Agreement without notice.

12.3 The Client may terminate this Agreement immediately, without notice, if the Contractor:

(a) after having received seven (7) days’ written notice of a material violation of a provision of this Agreement, provided that such notice period has provided the Contractor with reasonable opportunity to commence and continue to cure the alleged cause, has made no effort to cure, and continues to violate, such material provision of this Agreement; or

(b) performs the Services in a manner that persistently disregards applicable laws or regulations of public authorities having jurisdiction.

12.4 The Contractor may terminate this Agreement immediately, without notice, if the Client after having received seven (7) days’ written notice of a material violation of a provision of this Agreement, provided that such notice period has provided the Client with reasonable opportunity to commence and continue to cure the alleged cause, has made no effort to cure, and continues to violate, such material provision of this Agreement.

12.5 Upon termination of this Agreement for any reason:

(a) the Client shall reimburse the Contractor for any expenses incurred in providing the Services;

(b) the Contractor shall immediately cease performing the Services; and

(c) the Client shall return any materials comprising the Intellectual Property to the Contractor.

13. DISCLAIMER AND LIMITATION OF LIABILITY

13.1 In no case shall the Contractor, or its employees, contractors, partners, associates, affiliates, agents, and representatives, be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation physical injury or death, lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, suffered or sustained by the Client in connection with the Services provided under this Agreement, except where caused by a breach of this Agreement, or the willful misconduct or gross negligence of the Consultant.

13.2 To the fullest extent permitted by law, the sole remedy for any claim for damages arising out of or related to this Agreement shall be limited to the amount of the Additional Fees, if applicable, paid by the Client to the Contractor in respect of the Services performed up to the date of the occurrence giving rise to such claim.

14. INDEMNIFICATION

14.1 Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

15. DISPUTE RESOLUTION

15.1 All disputes with respect to the interpretation, application or alleged breach of this Agreement that the Parties are unable to resolve informally, shall be referred to mediation on notice by one party to the other, with the assistance of a neutral mediator jointly selected by the Parties. If the dispute cannot be settled within thirty (30) days after the mediator has been appointed, or within such other period as agreed to by the Parties in writing, either Party may commence a legal action in any British Columbia court.

16. FORCE MAJEURE

16.1 The Contractor is not be responsible for any failure or delay in performing its obligations under this Agreement if such failure or delay is by the act, neglect or default of the Client, Client’s agent, any contractor or employee engaged by the Client, governmental action or inaction, any materials supplier acting for the Client, or any other reason or reasons beyond the Contractor’s reasonable control, including without limitation damage caused by fire or other casualty, strikes, force majeure, shortage of materials or labour, transportation delays, or weather conditions.

17. NOTICES

17.1 All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and may be delivered to the Parties personally or sent by prepaid post, or electronic mail, at the following addresses:

a.

b. EzY Pill

    #2809 6098 Station Street Burnaby BC V5H 0H4

    support@ezypill.ca

    Telephone: 778-751-5924

17.2 Any notice will be deemed to have been received on the date of delivery, if personally or electronically delivered, and if mailed as aforesaid then on the third business day following the day of mailing.

18. GENERAL

18.1 Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

18.2 Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

18.3 The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

18.4 This Agreement contains the entire agreement among the Parties pertaining to the subject matter hereof, and supersedes and replaces all previous written and oral agreements among the Parties with respect to the subject matter thereof. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

18.5 This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

18.6 Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

18.7 Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

18.8 Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).

18.9 This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia.

18.10 In the event that any portion of this Agreement is held to be invalid or unenforceable in whole or in part, the invalid or unenforceable portion(s) shall be construed in accordance with applicable law as nearly as possible to reflect its original intentions and the remainder of the provisions shall remain in full force and effect..

18.11 The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

18.12 This Agreement may be executed in as many counterparts and by facsimile transmission as may be necessary and each of which so signed will be deemed to be an original and such counterparts and facsimile transmissions together will constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the date set forth above.

IN WITNESS WHEREOF