TERMS AND CONDITIONS

Last updated: May 30, 2023

The following Terms and Conditions (these "Terms") govern your access to and use of the ACS 247 Ltd. ("ACS") Program (as that term is defined below) via our e-health platform. In consideration of your right to access and use the Program, you accept and agree to these Terms, without variation.

IMPORTANT! YOUR ACCESS TO THE PROGRAM IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU PROCEED. ACCESSING AND USING THE PROGRAM IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT USE THE PROGRAM.

As used in these Terms, "you" means (and "your" refers to) the Program Participant (as that term is defined below), "we" means (and "us", "our", and "ours" refer to) ACS, and "Program" means ACS's health claims processing platform and its branded programs (including, but not limited to, ACS247 and CanAmerica Plus). Each branded Program of ACS provides independent Prescribers (as that term is defined below) and Program Participants an opportunity achieve desired health outcomes by accessing our network of service providers through the Program. The Program uses electronic methods, a network of service providers (each, an "NSP"), and care coordinators (individually, a "CCo", and collectively "CCos"), to facilitate obtaining new and continuation of Treatment Plan(s) (as that term is defined below) and related health services or other products which are exclusive to individuals accepted for enrollment as members of the Program pursuant to the terms and provisions of these Terms (each, a "Program Participant").

The Program enables Program Participants to receive access to our NSPs, including individual:

• Prescribers (each, a "Prescriber") who are authorized to issue Treatment Plans for the Program Participant, which may contain a written direction directing that a stated amount of a drug be dispensed (a "Prescription") or non-prescription product for the Program Participant;
• other providers of health care or related services; and
• pharmacists of pharmacies.

We can help you procure or arrange the delivery of telehealth services or products provided or sold by NSPs (which, collectively, form part of your "Treatment Plan"), on your behalf.

Through the Program, you can access several services from us or NSPs (as the case may be), including:

• receiving information about your Treatment Plan;
• all-inclusive pricing for your Treatment Plan;
• facilitating purchases of electronic vouchers (each, a "Voucher") which entitle you to acquire your Treatment Plan and the products and services which form a part thereof, from NSPs, including brand name, generic, or compounded products;
• telecommunication technology to access NSPs and / or to manage Treatment Plans;
• gathering of health care records and health care information with retention of the same for use in NSP appointments, communications, telemedicine and pharmacy services;
• administrative support in connection with scheduling and payment for NSP services;
• an electronic clinical or therapeutic review (collectively referred to as the "telemedicine") to approve, review, renew, or issue a desired Treatment Plan;
• telecommunications support for using the Program as a means of direct access to auxiliary or affiliated professional entities;
• access to delivery of products, including tracking, as made available by NSPs;
• automated status updates and refill reminders for Treatment Plans;
• enrollment in the Program on a continuous basis, but subject to free cancellation;
• the ability to self-monitor and adjust Treatment Plan subscriptions, from time to time.

THE PROGRAM DOES NOT REPLACE YOUR RELATIONSHIP WITH ANY PHYSICIAN. IF YOU HAVE A MEDICAL EMERGENCY, SEEK IN-PERSON EMERGENCY CARE IMMEDIATELY OR DIAL 911. ACS DOES NOT ITSELF PROVIDE ANY MEDICAL OR PHARMACY PRODUCTS OR SERVICES. PAYMENT FOR A TREATMENT PLAN OR PRODUCT VOUCHER DOES NOT GUARANTEE THAT A PROVIDER WILL APPROVE YOU FOR ANY PARTICULAR PRODUCTS OR SERVICES. DELIVERY AND SHIPPING IS THE RESPONSIBILITY OF THE PROVIDERS. WE DO NOT SHIP OR DELIVER ANY PRODUCTS.

PLEASE NOTE THAT THERE IS A LIMITED POWER OF ATTORNEY IN THESE TERMS. Among other things, it authorizes us to (where necessary):

• secure and submit the prepaid Voucher for your Treatment Plan via the Program;
• deal directly with your Prescriber or other health care providers, to obtain a Treatment Plan or refer you to one; and
• if you choose to have products which form part of your Treatment Plan picked up and delivered to you from an NSP, to appoint a third party such as a courier to act as your agent for the purposes of taking possession of your order at the NSP and then delivering it to the address you supplied.

IN ADDITION, THERE ARE TERMS AND PROVISIONS WITHIN THESE TERMS THAT LIMIT OUR LIABILITY TO YOU, PROVIDE FOR AN INDEMNITY IN OUR FAVOUR, AND INCLUDE YOUR AGREEMENT TO SETTLE DISPUTES IN A PARTICULAR JURISDICTION (AND WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION). AGAIN, PLEASE DO NOT ENROLL IN THE PROGRAM OR USE ANY OF OUR SERVICES, IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS.

1. Any individual may apply for enrollment in the Program, and, if accepted, will become a Program Participant.
2. Program Participants may purchase Vouchers for Treatment Plans from one or more NSPs through the Program, using one of ACS's digital telecommunication services, either directly or in conjunction with a CCo. CCos will help Program Participants facilitate their purchases of Treatment Plans. This assistance may include obtaining and transmitting the information necessary for the NSP to perform services.
3. When a Program Participant contacts a CCo, the CCo will provide the cost of all aspects of a Treatment Plan available from each NSP. A single, all-inclusive price will be quoted which will include, without limitation, the cost of the product(s) and services forming part of the Treatment Plan together with all service charges, commissions and delivery fees charged by any and all parties connected with the transaction including, but not limited to, ACS, each NSP, the CCo and any delivery service. Upon receipt of payment, ACS will allocate the funds amongst the parties accordingly. Treatment Plan offerings and price lists are subject to change in the sole discretion of ACS.
4. Payment made to ACS will result in the issuance of a non-refundable Voucher, which can be used to secure products and services which form part of your Treatment Plan. The Voucher is applied toward the cost of fulfilling your order which are as indicated in Section 3. All Vouchers are non-refundable, except as set out in these Terms.
5. Each Voucher is only valid for the NSP chosen by the Program Participant. If you are ineligible for the selected Treatment Plan or if your order cannot be fulfilled, we will notify you by email and or text promptly and issue a refund within 7-10 business days. Except in these limited circumstances, all sales are final and irrevocable, and no refund will be issued.
6. Vouchers will be issued and submitted for fulfillment and, if applicable, delivery, as per your selection and instructions made through the Program.
7. Vouchers will be issued and fulfilled according to the schedule agreed to by the Program Participant, and charges will be applied accordingly.
8. We may offer a "Continuous Enrollment" subscription model, automating the refill schedule and providing timely reminders for Program Participants to pause, adjust, or cancel their Treatment Plan as needed.
9. The Program also provides access to an array of auxiliary concierge services for Program Participants who may need a little help navigating, coordinating, and accessing, provisions of care.
10. Access to certain service and information requires accepted enrollment to the Program.

11. Enrollment in the Program is subject to criteria established by ACS, which criteria are subject to change in ACS's sole discretion, without notice. Some applicants may not qualify to join the Program as a Program Participant.
12. Each applicant desiring a Treatment Plan must be evaluated or re-evaluated by a NSP (whether via telemedicine, electronic review or an in-person review), who will exercise their sole professional judgment to confirm appropriateness of Treatment Plans, and the clinical criteria for the Program.
13. You may also be asked to provide information and otherwise respond to questions which are relevant to your participation in the Program (being referred to as a "Program Participant Questionnaire"). The Program Participant Questionnaire helps us ensure the Program is tailored to your individual needs.
14. Those individuals deemed eligible for enrollment shall receive a unique ACS Program Participant ID (the "ID") in such format as determined by ACS which provides access to your account (your "Account"). Receipt or possession of an ID is not evidence that you have been accepted nor does it guarantee continued acceptance as a Program Participant. An individual who receives an ID must use the services ordinarily provided only to Program Participants, and then by such use, that individual confirms their status as a Program Participant.

15. My participation in the Program is voluntary, and at my own risk.
16. I agree to keep confidential my ID, username and password that constitute my Account.
17. I agree to use my Account for my own personal use only.
18. The Program and/or my participation in it may be terminated by ACS at any time with or without notice or cause.
19. I will comply with these Terms. If I fail to comply with these Terms, I will no longer be eligible to participate in the Program.
20. I agree and consent to ACS, ACS affiliates or NSPs sending me disclosures, notices, messages, reports, reminders and other communications via text, email, mail, and / or voice messages. It is my responsibility to monitor these communications.
21. My participation in the Program shall not constitute or be construed as constituting a partnership, joint venture or principal agency relationship between myself and ACS.

22. I name and authorize each of ACS and any NSPs supplying a product which forms part of my Treatment Plan to me, as my agent and attorney for the limited purposes of taking all steps, transmitting data, and signing all related documents on behalf of myself necessary to complete the sale of the product(s) to me in the jurisdiction in which the applicable NSP operates, including, without limitation:
    1. appointing the third party such as a courier or postal service, who may be resident in a jurisdiction other than the jurisdiction where I am resident and / or be on the premises of the pharmacy which dispenses the Prescription, that will act as my agent for the purposes of taking possession of, directly from the NSP, then delivering to my address, the product(s) I have ordered as part of my Treatment Plan;
    2. in cases where a Prescription must be issued, re-written or co-signed by a physician licensed to practise medicine in the jurisdiction in which the applicable NSP operates, taking all necessary steps on my behalf to contact such physician and convey the relevant information that ACS or NSP has about me (including health information, Treatment Plan and product order history, Prescription(s) and my contact information) for their review; and
    3. each of ACS and any such NSP(s) has the same authority in this regard as I would if I was personally present, taking those steps and signing those documents myself.
23. The power of attorney granted hereby is coupled with an interest and irrevocable during the time that I am a Program Participant.

24. I represent and warrant to ACS that:
    1. I am of the legal age of majority in the jurisdiction in which I reside and I am not restricted from making my own medical decisions;
    2. I will be the only person using products I order as part of my Treatment Plan;
    3. I will use my Medication as directed;
    4. I am financially responsible for all products and services I order;
    5. I shall not submit a claim for reimbursement to any provincial, territory, state, national or federal healthcare programs or insurance for any costs of the products which form my Treatment Plan;
    6. I represent and warrant that, if I have brought my own Prescription to the Program, I have a physician ("My Physician") duly licensed to practice medicine in the country, province, territory, state, or other applicable jurisdiction, in which I reside, who examines me, whom I rely upon, and shall keep fully informed of any Treatment Plan received as a Program Participant. I authorize both My Physician and ACS to communicate freely, but make no obligation to do so. Where my Treatment Plan includes telemedicine which produces a Prescription, the Prescriber who issues the Prescription may communicate and collaborate with My Physician, to the extent I have one.
    7. I will, to the best of my knowledge, fully and truthfully disclose all pertinent information and documentation required to fulfill my Treatment Plan. I will notify ACS of any changes to my physical or medical condition by providing an updated Program Participant Questionnaire, in the form provided to me by ACS from time to time. It is my responsibility to have regular physical examinations by My Physician, including all suggested tests;
    8. I will immediately contact My Physician in the event I experience any unexpected side effect(s) from the product(s) which I order as part of my Treatment Plan; and
    9. I, and My Physician, will monitor my Treatment Plan and make any adjustments which are appropriate or required in the circumstances.
25. I acknowledge and agree that I cannot return the Treatment Plan (including, without limitation, any products or services made available as a part thereof) or any Product which I order for exchange or a refund.

26. The collection, retention, disclosure, and use of my personal health information by ACS shall be governed by the privacy policy of ACS in effect, and as amended, from time to time, in the reasonable exercise of ACS's discretion.
27. I authorize ACS to collect from me, My Physician, any Prescriber, an NSP or my pharmacist, and share with any NSPs and pharmacists which fill my Prescription(s) or any physician who writes, co-signs or re-writes my Prescription(s), my personal health information, for the purposes of facilitating the filling of my Treatment Plan.
28. I agree to pay all fees due for products which form part of my Treatment Plan and for which I have requested a Voucher. To facilitate the collection of fees from me I shall provide payment that I authorize ACS, our affiliates, or our third-party payment processors to charge the amount due and I agree to pay the total amount according to the card issuer or ACH bank agreement.
29. I understand and agree that where my order includes a Voucher (including, without limitation, a subscription for continuous enrollment as aforesaid) I will be charged for the Treatment Plan per the terms and conditions of my subscription.
30. Charges on you bank or cardholder statements may appear as: "ACS 247 Ltd". You agree you shall not initiate a chargeback, cardholder or account holder dispute for any charges from ACS containing the above or any other descriptor associated with us (as they may change from time to time and depend on the processing provider used) for any issued Voucher or Product from an NSP. You shall resolve any questions or concerns by calling ACS for assistance in clarifying any charges or for any issue with your Voucher or an NSP.
31. Depending on your payment method, payment may not have been taken yet and your card or account will be debited when your selected Product Voucher is issued. However, some selected payment methods do require payment to be taken immediately.
32. You agree that an issued Voucher is your receipt of all the goods/services due from ACS and AGREE TO PAY THE TOTAL AMOUNT ACCORDING TO CARD ISSUER AGREEMENT OR AUTOMATED CLEARING HOUSE (ACH) WITHOUT DISPUTE.
33. As I have enrolled in the Program and initiated the request for provision of products which form part of my Treatment Plan, I shall authorize ACS, either:
    1. by paper;
    2. by telephone; and / or
    3. by online means,
    to electronically debit or credit my Account (each, an "ACH Authorization") and understand this ACH Authorization will remain in full force and effect until I notify ACS with no less than 7 business days' notice by writing, and / or by email, and / or by telephone to revoke this ACH Authorization. One-off future timing of, and debit amount, shall be granted on a case-by-case basis to provide ACS permission to collect varying amounts authorized by telephone or other online electronic confirmation protocols. In cases where I subscribe to a Treatment Plan or product which forms part of my Treatment Plan that is recurring, I shall confirm my verbal authorization additionally with a written online confirmation.
34. I shall authorize ACS, either:
    1. by paper;
    2. by telephone; and / or
    3. by online means,
    to electronically debit or credit my credit card or other payment card each time I order a product or products which form part of my Treatment Plan. In cases where I subscribe to a Treatment Plan or product which forms part of my Treatment Plan that is recurring, I shall confirm my authorizations when required, by any of the above-listed methods.

35. If you receive a Treatment Plan as a result of the Program, you may select one of our NSP mail order pharmacies to ship any products and services which form a part of your Treatment Plan.
36. I acknowledge and agree that ACS and the NSPs which facilitate and provide my Treatment Plan(s) are relying on the health information and documentation that is provided by me. This includes, but is not limited to, my Program Participant Questionnaire and all other related information I forward to ACS.
37. In all cases in which your Treatment Plan involves Prescription Products, ACS must receive a valid Prescription for fulfillment. We may coordinate a telehealth consultation, and, in some cases, a Prescription must be re-issued, re-written or co-signed by a physician licensed to practice medicine in the jurisdiction in which the NSP filling my Prescription(s) operates. In the event my Prescription must be re-issued, so re-written or co-signed, the physician will evaluate my medical profile and may approve my Prescription but is in no position to modify the product(s) which I order as part of my Treatment Plan. This relationship does not replace the relationship I have with My Physician.
38. When possible, any Product that I order will be in original manufacturer's packaging which may or may not be child resistant.
39. Habit forming, narcotic, or any other controlled Prescription Products are not Prescribed nor available from our NSPs under our Program.
40. Prescribers and NSPs reserve the right to deny services for actual or potential misuse.
41. The sale and provision of services to me takes place in the jurisdiction where the fulfilling NSP operates. I become the owner of the products included in my Treatment Plan when the NSP places them in a container or completes the necessary steps for my use.
42. The pharmacists, contracted physicians and NSPs are licensed and operate in various jurisdictions. All treatment(s) I receive from each of is being received in the jurisdiction in which each is licensed and/or physically operates.
43. Transportation of the products is carried out by me or someone acting as my agent, and ACS and its affiliates are not responsible for any loss, damage, or delivery failure of the products. The risk of loss and title for such products passes to me when they are delivered to the carrier. If any such product (whether a tangible good or service) actually crosses or is deemed to have crossed a territory, state, provincial or country border the Program Participant is responsible for any duty, taxes, customs fees or any detained, seized, destroyed or denied entry of products which form part of their Treatment Plan they are personally importing.
44. You may select a compounded product (the "Compound") if the formulary, dose and/or form prescribed is not commercially available to adequately meet the patient-specific therapeutic need. If a Compound is selected, it will be provided in an appropriate container as determined by the NSP or NSP. You acknowledge that the Compound is personalized medication for your individual needs and is not mass manufactured. As such, a Compound may be exempt in whole or in part from regulatory approval and ACS cannot and does not make any claims as to the safety or efficacy of any Compound.

45. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PROGRAM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, OBTAINING PRODUCTS AND SERVICES FROM A PROVIDER), IS AT YOUR OWN RISK. THE PROGRAM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PROGRAM, INCLUDING, WITHOUT LIMITATION, PRODUCTS FORMING PART OF YOUR TREATMENT PLAN, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
46. EXCEPT AS SET OUT HEREIN, WE TAKE NO RESPONSIBILITY FOR AND DO NOT ASSUME ANY OBLIGATION TO REVIEW OR PRE-SCREEN ANY PROVIDER WHO IS MADE AVAILABLE THROUGH THE PROGRAM, OR THE CREDENTIALS OR QUALIFICATIONS OF ANY SUCH PROVIDER.
47. EXCEPT FOR PRODUCTS AND SERVICES DELIVERED THROUGH THE PROGRAM AS PART OF YOUR TREATMENT PLAN, WE ARE NOT A PARTY TO THE RELATIONSHIP BETWEEN YOU AND ANY PROVIDER, AND AS SUCH, WE HAVE NO RESPONSIBILITY TO YOU AS REGARDS: (A) THE PRODUCTS AND SERVICES YOU RECEIVE FROM PROVIDERS; (B) YOUR INTERACTION WITH ANY PROVIDER; (C) ANY TRANSACTIONS YOU MAY ENTER INTO OR ATTEMPT TO ENTER INTO, WITH ANY PROVIDER; OR (D) COLLECTING OR REMITTING ANY APPLICABLE TAXES, IN RESPECT OF SUCH TRANSACTIONS. YOU AGREE THAT YOU WILL HAVE NO RECOURSE OR REMEDY AGAINST US, EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS.
48. There are risks inherent in telemedicine, which you acknowledge and accept by your entrance into the Program.
49. The Program is not an insurance plan.
50. The Program is designed mainly for individuals using maintenance medications for the treatment of long-term conditions.
51. ACS is not itself a pharmacy or medical professional. It will take reasonable steps to determine that any NSP which you choose is licensed under the laws of the jurisdiction where they operate. ACS is not responsible, however, for any errors or omissions that the NSP may make.
52. ACS does not itself provide any medical services or products. ACS provides an e-health platform to access NSPs and their products or services. Such NSPs shall always use their professional discretion in the performance of their duties. The Prescriber shall use their discretion in determining if a request for a Prescription is appropriate and the amount of investigation and dialogue with the Program Participant. The parties acknowledge and agree that these matters are in the sole control of NSPs and we do not control or influence the performance of these activities in any manner whatsoever.
53. Due to legal restrictions or scarcity, there may be situations in which a product forming part of a Treatment Plan is not available.
54. Content made available through the Program (including, without limitation, our website and these Terms) is not an offering open to the public and the Program is not an insurance plan. Our website and ancillary material about the Program is an advertisement for services available exclusively to Program Participants and not for any specific medication, diagnosis, or treatment plan.

55. I agree that: (i) all aspects of my relationship with; and (ii) any and all agreements reached, or contracts formed; and (iii) all medical or healthcare treatment I may receive from NSPs pursuant to my Treatment Plan, in all cases throughout the course of my relationship with ACS and the NSPs, shall be deemed to be made in the Province of Manitoba, and accordingly shall be governed by the laws of the Province of Manitoba applicable to such agreements and contracts, and I acknowledge that I am benefiting from such laws by engaging ACS to arrange for my order(s) to be filled.
56. Any dispute that arises between me and ACS, its affiliates, NSPs, subsidiaries, officers, directors, shareholders, employees or agents, and all of their assigns, successors, legal representatives and heirs, as the case may be, shall be subject to the exclusive jurisdiction of the courts of the Province of Manitoba, including but not limited to, claims of negligence or malpractice. No action or claim may be brought more than a year after I receive the product(s) which I order as part of my Treatment Plan.
57. The dispute settlement provisions contained in these Terms shall survive regardless of the invalidity of these Terms in whole or in part.
58. UNDER NO CIRCUMSTANCES SHALL YOU BE ENTITLED TO RECOVER ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES FROM US, ARISING DIRECTLY OR INDIRECTLY FROM: (A) ANY BREACH OF THESE TERMS, FUNDAMENTAL OR OTHERWISE; OR (B) ANY OF OUR NEGLIGENCE, ACTS OR OMISSIONS; OR (C) ANY PROVISION, DUTY OR REQUIREMENT OF ANY STATUTE; OR (D) THE CONDUCT OF ANY PROVIDER; OR (E) ANY MISDIRECTED OR LOST DATA, OR UNAUTHORIZED ACCESS TO DATA; OR (F) ANY DUTY AT LAW OR IN EQUITY.
59. WE ARE NOT RESPONSIBLE FOR: (A) ANY PROBLEMS THAT ARISE FROM YOUR FAILURE TO PROVIDE FULL AND ACCURATE INFORMATION IN ACCORDANCE WITH THESE TERMS; (B) SIDE-EFFECTS YOU EXPERIENCE FROM THE PRODUCT(S) WHICH YOU ORDER AS PART OF YOUR TREATMENT PLAN; AND (C) THE FAILURE OF PRODUCT(S) FORMING PART OF YOUR TREATMENT PLAN TO PRODUCE A PARTICULAR EFFECT THAT YOU OR YOUR PHYSICIAN EXPECT OR DESIRE. UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY TO YOU FOR DIRECT DAMAGES YOU SUFFER ARISING OUT OF, RELATED TO OR CAUSED BY THESE TERMS OR YOUR USE OF PRODUCTS FORMING PART OF YOUR TREATMENT PLAN EXCEED A MAXIMUM AMOUNT EQUAL TO THE LESSER OF: (X) ACTUAL DIRECT DAMAGES YOU SUFFER; (Y) THE AMOUNT ACTUALLY PAID BY YOU TO US WITHIN THE TWELVE (12) MONTHS' PERIOD PRECEDING THE CLAIM; OR (Z) $1,000. YOU ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 50 REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON LIABILITY.
60. EXCEPT AS SET OUT IN SECTION 50, YOU AGREE TO RELEASE, REMISE, ACQUIT AND DISCHARGE US FROM ANY CLAIMS, ACTIONS, DEMANDS, COSTS AND EXPENSES OF ANY KIND WHATSOEVER, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, AT LAW OR IN EQUITY, OR BY STATUTE OR OTHERWISE, HOWSOEVER CAUSED, WITH RESPECT TO YOUR USE OF, OR OUR OPERATION OF, THE PROGRAM.
61. YOU AGREE TO INDEMNIFY, SAVE AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, ACTIONS, DEMANDS, JUDGMENTS, AWARDS, DECLARATIONS, ORDERS, SETTLEMENTS, DAMAGES (INCLUDING GENERAL, SPECIAL, PUNITIVE, AGGRAVATED OR EXEMPLARY DAMAGES), LIABILITIES, LOSSES, COSTS, CHARGES, INTEREST AND EXPENSES, OR PROCEEDINGS OF ANY KIND WHATSOEVER WHICH MAY BE INITIATED OR PRESENTED BY ANY OTHER PERSONS, INDIVIDUALS OR OTHER LEGAL ENTITIES, AND WHICH ARISE DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE PROGRAM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY AGREE TO PAY ALL COSTS, FEES AND EXPENSES, ON A SOLICITOR AND OWN CLIENT BASIS, WHICH MAY BE INCURRED BY US, RELATING TO YOUR USE OF THE PROGRAM.
62. SINCE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES OR LIABILITY, SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS PART OF THESE TERMS MAY NOT APPLY TO YOU. FOR THE PURPOSE OF THIS "RELEASE & DISPUTES" PART OF THE TERMS, THE TERMS "WE", "US" AND "OUR" SHALL INCLUDE OUR AFFILIATES AND OURS' AND OUR AFFILIATES' RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND CONTRACTORS.

63. These Terms constitute the entire agreement between ACS and myself, and ACS and I have no additional obligations or liabilities to one another due to any other statements we may have made prior to my agreeing to be bound by these Terms.
64. Any provision in these Terms that is invalid or unenforceable shall be deemed to be severable from the other provisions contained in these Terms.
65. The provisions of Sections that are by their nature intended to survive termination of these Terms shall survive termination of these Terms including, but not limited to, Sections 20, 21, 24 to 26, 34 and 36 to 60.
66. The parties hereto have required that these Terms and all documents relating thereto be drawn up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.
67. We will not be liable for failure or delay in our performance of our obligations under these Terms due to any cause beyond our reasonable control, including, but not limited to: (a) acts of God; or (b) failure or disruptions in third-party-controlled or operated communications facilities; or (c) worms, viruses and other disabling or disruptive software, communications or files; or (d) shortages or regulatory restraints that preclude the making available of certain products forming part of your Treatment Plan to you.
68. We expressly exclude the UN Convention on Contracts for the International Sale of Goods, and The International Sale of Goods Act (Manitoba), C.C.S.M. c. S11, as amended, replaced or re-enacted from time to time. You agree to waive any right you may have to: (a) a trial by jury; and (b) commence or participate in any class action against us related to your use of the Program, and, where, applicable, you also agree to opt out of any class proceedings against us or our NSPs.
69. In these Terms, "business day" means a day other than a Saturday, Sunday or any day on which the principal chartered banks located in the city of Winnipeg, in the province of Manitoba, Canada are not open for business during normal banking hours.
70. Each of the parties hereto shall use commercially reasonable efforts to, from time to time at the request of the other party, without any additional consideration, furnish the other party such further information or assurances, execute and deliver such additional documents, and take such other actions and do such other things, as may be reasonably necessary or appropriate to carry out the provisions of these Terms and give effect to the transactions contemplated hereby.
71. Except as otherwise set out herein, no waiver of any right, remedy, power or privilege under these Terms ("Right(s)") is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right.
72. These Terms and any rights or obligations hereunder are not assignable by me without the prior written consent of ACS (which may be withheld by ACS, in its sole discretion). ACS may assign its rights and obligations hereunder upon notice to me. These terms are binding upon and enure to the benefit of the parties and their respective successors and permitted assigns.
73. Any reference to these Terms includes any and all amendments which may be made thereto, from time to time, by ACS, in its sole discretion.