This Software User Agreement (the "Agreement") is entered into by and between Box Labs Inc., a company organized and existing under the laws of Ontario, Canada, having its principal place of business at 129 Dundas Street East, Toronto, ON M5B 2N6 (referred to as "Provider"), and the user ("User") accessing and utilizing the Box Labs cloud-based pharmacy management platform ("Software").

1. Acceptance of Terms

By accessing or using the Software, the User agrees to be bound by the terms and conditions of this Agreement. If the User does not agree with any provision of this Agreement, they should not use the Software.

2. License Grant

2.1 License Grant

Subject to the terms of this Agreement, the Provider grants the User a limited, non-exclusive, non-transferable license to use the Software solely for their internal pharmacy management purposes.

2.2 Restrictions

The User shall not, directly or indirectly:

• Modify, adapt, translate, or create derivative works of the Software;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Software;
• Sell, license, sublicense, distribute, or otherwise transfer the Software to any third party;
• Use the Software to violate any applicable laws, regulations, or rights of any third party.

3. Data Privacy and Security

3.1 Privacy

The Provider understands the importance of protecting the User's data privacy. The Provider shall implement reasonable security measures, taking into account industry standards, to protect the User's data from unauthorized access, use, or disclosure. However, the User acknowledges that no security measures are perfect, and the Provider cannot guarantee absolute security. The User agrees to exercise caution and maintain the confidentiality of any access credentials provided by the Provider.

3.2 Data Collection and Use

The Provider may collect and process certain personal information and data from the User as part of providing the Software. The collection, use, and processing of such data shall be governed by the Provider's privacy policy. By using the Software, the User consents to the Provider's collection, use, and processing of personal data in accordance with the privacy policy.

3.3 Data Ownership

The User retains all ownership rights to their data. The Provider shall not use, modify, or disclose User data without the User's consent, except as required by applicable laws or to provide the services under this Agreement. The User acknowledges that the Provider may access User data to provide technical support, resolve issues, or investigate any suspected violations of this Agreement or applicable laws.

3.4 Data Storage and Retention

The Provider shall store and retain User data for the duration of the Agreement and as required by applicable laws and regulations. The Provider shall implement appropriate measures to ensure the integrity and confidentiality of User data during storage and transmission.

3.5 Data Backup

The Provider shall regularly backup User data to prevent data loss. However, the User acknowledges and agrees that they are solely responsible for maintaining backup copies of their data. The Provider shall not be liable for any loss or corruption of User data.

3.6 Data Sharing and Third Parties

The Provider shall not share or disclose User data to any third party, except as required by law or with the User's explicit consent. The Provider may engage third-party service providers or subcontractors to assist in providing the Software, subject to appropriate confidentiality and data protection obligations.

3.7 Compliance with Laws and Regulations

The Provider shall comply with all applicable privacy and data protection laws and regulations, including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA) in Canada. The Provider shall take reasonable steps to ensure compliance with these laws and protect the User's data.

3.8 Security Breach Notification

In the event of a data breach that affects the User's data, the Provider shall promptly notify the User in accordance with applicable laws and regulations. The notification shall include details of the breach, the types of data affected, and any recommended steps the User should take to protect their interests.

3.9 Data Deletion

Upon termination of this Agreement, or upon the User's request, the Provider shall delete or anonymize User data stored on its systems, unless otherwise required by applicable laws. The Provider may retain aggregated or anonymized data that does not identify the User or infringe upon their privacy.

3.10 User Obligations

The User agrees to comply with all applicable laws, regulations, and industry standards regarding the use, storage, and transmission of data. The User shall not upload or transmit any data that violates any third-party rights or contains malicious code, viruses, or harmful content.

4. Intellectual Property Rights

4.1 Ownership

The Software, including all intellectual property rights therein, remains the sole property of the Provider. This Agreement does not transfer any ownership rights to the User.

4.2 User Contributions

The User retains all ownership rights to any data, content, or materials they upload or input into the Software. However, the User grants the Provider a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display User contributions for the purposes of providing and improving the Software.

5. Termination

5.1 Termination by User

(a) The User may terminate this Agreement by providing the Provider with a written notice of termination at least one month in advance.

(b) The termination shall take effect at the end of the notice period specified by the User in the written notice.

5.2 Termination by Provider

(a) The Provider may terminate this Agreement and the User's access to the Software, with or without cause, by providing written notice to the User.

(b) In the event of termination by the Provider, the Provider agrees to provide the User with reasonable notice, except in cases of material breach or illegal activities by the User that require immediate termination. The duration of the notice period shall be determined by the Provider in its sole discretion.

(c) Data Transfer: Upon termination, the Provider agrees to take reasonable measures to assist the User in transferring their data to another pharmacy management platform or other storage solution. The specific data transfer process and any associated costs, if applicable, shall be agreed upon between the Provider and the User in good faith.

(d) Data Deletion: If the User does not wish to transfer their data or fails to provide instructions regarding data transfer within a reasonable period after termination, the Provider may, at its discretion, delete or anonymize the User's data in accordance with applicable laws and regulations.

5.3 Effect of Termination

Upon termination, the User shall cease all use of the Software, and the Provider shall delete any User data stored on its systems, unless otherwise required by applicable laws.

6. Limitation of Liability

To the maximum extent permitted by applicable law, the Provider shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or in connection with the use or performance of the Software, even if advised of the possibility of such damages.

7. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the province of Ontario, Canada. The parties agree to submit to the exclusive jurisdiction of the courts located in Ontario for the resolution of any disputes arising under this Agreement.