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Sowingo Terms & Conditions of Use

Last Updated: Nov 3, 2024

  1. INTRODUCTION
    1. In these Terms of Use (“Terms”), Sowingo.com Corp. and its affiliates will be referred to as “Sowingo” and terms like “we”, “our”, or “us”.
    2. These Terms govern your access to and use of our products and services that link to or reference, or the terms and conditions for which reference, these Terms (“Services”). The Services include, at the relevant time, all of our:
      1. websites (“Sites”), including sowingo.com;
      2. cloud-based electronic health records systems, including our procurement platform, inventory management platform, referral management platform, and Office to Office communication platform (collectively, “Systems”);
      3. mobile applications (“Apps”), including Sowingo app;
      4. application programing interface (“API”) or other interfaces; and
      5. other products and services, such as:
        1. implementation, training, and other professional services;
        2. data conversion, data extract, and data delivery services and products; and
        3. analytics tools and services.

The Services also include everything provided through or as part of the Services, such as all services, software, and Content (as defined below). To be clear, the Services do not include, and Sowingo does not provide, any healthcare services.

  1. Please read these Terms carefully before you use the Services as they are a legal agreement between Sowingo and you once they are accepted. Please also review our Privacy Policy to learn about our information collection, use, and privacy practices associated with the Services.
  2. By clicking “Get Started” during account Registration or other similar icon (where applicable), or otherwise by using any of the Services, you accept and agree to be bound by these Terms, including the mandatory arbitration and class action waiver in section 11. If you do not agree with any portion of these Terms, then do not click “Get Started” or other similar icon and do not use any Services.
  1. If you are using Services on behalf of another person or an entity, then you: (i) represent and warrant that you are an authorized representative of that person or entity with the authority to bind that person or entity to these Terms and to take the actions contemplated in these Terms, where applicable, including on behalf of others (who may include your employer, employees, clients, patients, contractors, relatives, wards, or principals), and (ii) agree to be bound by these Terms on behalf of that person or entity. References to “you”, “your”, and similar terms refer to both you as an individual and, if applicable, such person or entity.
  2. PLEASE NOTE. As may be described in more detail in these Terms, please note:
    1. Sowingo does not provide healthcare services. Sowingo provides Services to help healthcare providers manage their dental practices, which includes Services that permit patients to interact with their providers. The terms for any dental services provided by a provider are as separately agreed upon by the provider and the patient. Sowingo is neither a party to nor bound by any such terms.
    2. Limitations on Liability and Claims. These Terms contain important provisions that limit our liability to you and that govern how claims that you and Sowingo have against each other may be brought. These provisions will require you to submit claims you have against us to final and binding arbitration and to do so on an individual basis, not as a plaintiff or class member in any purported class or representative action or proceeding.
    3. Transaction Document. You may have signed an Order Form, Agreement, Business Associate Agreement, Statement of Work, or other document with terms and conditions for specified Services (“Transaction Document”). These Terms supplement Transaction Documents.
    4. Changes to these Terms. We may change these Terms at any time. Unless we say otherwise, changes will be effective upon the last updated date at the top of these Terms. Please check these Terms regularly to ensure that you are aware of any changes to these Terms. We may try to notify you of material changes to these Terms, such as by posting a notice directly on the Services, by sending an email notification (if you have provided your email address to us), or by other reasonable methods. In any event, your use of the Services after changes to these Terms means you have accepted the changes. If you do not agree with the changes, immediately stop using the Services.
    5. Practice Terms and Conditions, Privacy Statements. If you are a patient, your Provider or his or her office may have required you to agree to terms and conditions, privacy statements, or other documents. Those are separate from these Terms. These Terms cover any of the Services you or your Provider use, where any terms and conditions, privacy statements, or other documents your Provider or his or her office have presented you address your Provider’s provision of his or her services and his or her office’s use and handling of your data and other information.
  1. USE OF SITES
    1. In consideration of your use of the Sites and any services provided on the Sites, you shall:
      1. only access and use the Sites and the Content in the manner and for the purposes specified in these Terms and Conditions, and in accordance with all applicable laws;
      2. comply with all obligations or restrictions regarding the use of the Sites and the Content as communicated by Sowingo from time to time; and
      3. provide true, accurate, current and complete information about yourself where prompted by the Sites, and maintain and promptly update such information to keep it true, accurate, current and complete.
    2. You shall not:
      1. copy, modify, decompile, disassemble, translate, create derivative works from, or reverse engineer the Sites or the Content;
      2. use the Sites in any manner that could damage or impair the Sites or interfere with any other party’s use of the Sites;
      3. distribute, sell, lease, license, transfer or assign the Sites or any Content or any rights under these Terms and Conditions to any other person or entity;
      4. attempt to disable or circumvent any features that are designed to limit your access to certain information about, or certain portions or functionality of, the Sites or its other users, and not otherwise access or attempt to access any of Sowingo’s computer systems, programs or data that are not licensed under these Terms and Conditions;
      5. upload to or transmit through the Sites anything that may be defamatory, threatening, abusive, obscene, pornographic, harmful or invasive of anyone’s privacy, may violate any law (including intellectual property or privacy laws), or may give rise to civil or other liability;
      6. upload to or transmit through the Sites any data, file or software that contains a virus, Trojan horse, worm, bot keystroke logger, time bomb, cancelbot or other computer programming routines that are intended to damage, interfere with intercept, mine, scrape or expropriate any system, data or personal information relating to the Sites; and
      7. disable, disrupt or interfere with the proper operation of the Sites, or attempt to do so.
    3. You are solely responsible for acquiring, maintaining and updating all equipment, computers, software and communication services that are required to access and use the Sites. If you fail to abide by any of the obligations set out in the provisions of these Terms, Sowingo has the right to suspend or terminate your access to the Sites or your Buyer Account, and to refuse any and all current or future use of the Sites, in addition to all other available remedies. Sowingo reserves the right at all times to disclose any information as Sowingo deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Sowingo’s sole discretion. From time to time Sowingo may add new features to the Sites, suspend or discontinue existing features from the Sites, or otherwise modify the Sites and the Content, all without notice or liability.
  2. PRIVACY OFFICER
    1. Privacy Officer. The Privacy Officer is responsible for ensuring compliance with these Terms of Use and upholding the rights and obligations as per applicable laws.  
    2. Contact. The Privacy Officer’s contact information is as follows: 

Sowingo.com Corp.
Attention: Privacy Officer 
146 Thirtieth St Suite 100
Etobicoke, ON
M8W 3C4, Canada
Phone: 1-888-997-3133
E-mail: privacy@sowingo.com

  1. TYPES OF USERS; ACCOUNTS
    1. Customers. If you are using the Services as a Sowingo customer, including using the Sites to purchase Goods, you are a “Provider” for purposes of these Terms.
    2. Patients of Providers. You must be a patient of a Provider to use certain Services (a “Patient User”).
    3. User Accounts.
      1. You will have to create an account to use certain Services, which will require you to provide a username and password or other information. When you create an account, you must provide us with true, accurate, and complete information and keep that information up to date.
      2. You must:
        1. protect your username and password;
        2. not permit anyone else to use your username and password;
        3. not use anyone else’s username and password;
        4. not try to gain unauthorized access to any other user’s username or password;
        5. notify us immediately if your password is lost or stolen or you become aware of any unauthorized use of your username or password; and
        6. notify us immediately if you become aware of any unauthorized use of the Services or any other breach of security that might affect the Services.
      3. You are fully responsible for any activity under your account. We are not responsible for any loss or damage arising from someone else using your username or password or your failure to comply with these Terms.
      4. If you are a Provider, in order to access some features of the Services, you will have to use a login provided to you by Sowingo or a user account login provided by your practice administrator.
    4. Children and Minors.
      1. The Services are not intended for or directed to children under 18 years old.
      2. If you are between the ages of 13 and 18, you may still use the Services, but you must have a parent or legal guardian provide valid and verifiable consent to your use of the Service and accept these Terms and any other terms and conditions required by Sowingo. If we determine that the consent provided is invalid or inadequate, we may suspend or terminate your access to or use of the Services.
      3. If you are under the age of 13, your parent or legal guardian may use the Services on your behalf, but you may not use the Service directly.
      4. If you use the Services as or on behalf of a minor, then “you”, “yours”, and similar terms refer to both: (i) the parent or legal guardian who provides consent to the use of the Services by such minor or uses the Services on behalf of such minor and (ii) the applicable minor.
    5. Communication Preferences.
      1. By creating an account, you also consent to receive electronic communications from Sowingo (e.g., by posting notices to the Services). These communications may include operational notices about your account (e.g., payment authorizations, password changes, and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy, saving an electronic copy, or both. We may also send you promotional communications via email or other means, including newsletters, special offers, surveys, and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided in such emails.
      2. Where the Apps allows for the delivery of “push notifications” you may opt out of receiving these notifications by changing the notification settings on your device. By downloading and using our Apps, you may also receive promotional messages, offers, news, and information about Sowingo or our business partners within the Apps themselves. These “in app” messages are part of our Apps’ functionality and cannot be turned off. If you do not want to receive “in app” messages, offers, news, and information, do not download or use the Apps.
  2. USE OF THE SERVICES
    1. Providers. If you are a Provider:
      1. You and any other professionals treating a patient have the exclusive responsibility for all dental care services, including any medical decisions or actions with respect to a patient’s dental care, and for determining the accuracy, completeness, or appropriateness of any billing, clinical, coding, diagnostic, medical, or other information provided by the Services or any other products or services provided or made available by Sowingo. We do not assume any responsibility for how such information is captured, rendered, or used.
      2. You acknowledge and agree that neither the Services nor any other products or services provided by Sowingo “recommend”, “suggest”, or “advise” diagnoses, proper prescribing, or other treatment decisions.
      3. You will not use the Services to collect, or attempt to collect, personal information about other users of the Services or individuals who are not your patients for use in violation of HIPAA (as defined below) or any other applicable law.
      4. You will comply with all applicable laws, including any and all laws in your relevant jurisdictions (countries, provinces, states and localities), pertaining to the security, confidentiality, and protection of health records, personally identifying information, protected health information, and sensitive health information as well as your use of the Services.
    2. Patient Users. If you are a Patient User:
      1. Certain Services may permit you to provide information to, receive information from, and otherwise interact with a Provider. Providers, not Sowingo, will be solely responsible for any dental/healthcare services, including any care and treatment that is provided or failed to be provided via the Services. Use of the Services, including access to any Content, does not create a provider-patient relationship between you and us.
      2. All Content is for informational purposes only and is not a substitute for the professional judgment of a healthcare provider.
      3. You agree that Sowingo is not responsible or liable for any loss or damage of any sort incurred as the result of any of your interactions with Providers or other entities or individuals, whether online or offline. Sowingo is under no obligation to become involved in any dispute between you and any Provider, any other user of the Services, or any other entity or individual, and you indemnify and release the Indemnified Parties (as defined below) from any and all claims, actions, suits, liabilities, demands, losses, and damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Service or the features and services in the Services. If you are a California resident, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.”
    3. Obligations. You will:
      1. Use the Services only as expressly authorized in these Terms;
      2. Use the Services only in accordance with all applicable laws;
      3. Exercise caution, discretion, common sense, and judgment in using the Services and when disclosing information on or through the Services. You are solely responsible for your use of the Services;
      4. Not impersonate another person or entity, falsify account information, or use without permission another person’s or entity’s information;
      5. Not interfere with anyone else’s use of the Services;
      6. Not copy, reproduce, sell, license, rent, lease, distribute, display, transfer, modify, or make derivative works from the Services;
      7. Not remove, alter, or tamper with any copyright, trademark, or other proprietary rights or legal notices associated with the Services, including pertaining to Content;
      8. Not decompile, disassemble, reverse engineer, or otherwise attempt to discover or derive any proprietary software code or information associated with the Services;
      9. Not use the Services to build a competitive product or service;
      10. Not submit, upload, post, or transmit any unsolicited advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, phishing, or any other form of solicitation;
      11. Not use the Services to defame, harass, abuse, threaten, stalk, or defraud any entity or person;
      12. Not submit, upload, post, or transmit any material that: (i) you do not have a right to reproduce, display, or transmit, including the right to license us to do the same; (ii) infringes any patent, trademark, service mark, trade secret, copyright, or other intellectual or proprietary rights of any party; or (iii) is unlawful, threatening, harassing, abusive, obscene, vulgar, sexually explicit, pornographic, offensive, violent, invasive of another’s privacy, publicity, contract, or other rights, tortious, false, or misleading, defamatory, libelous, hateful, discriminatory, or otherwise objectionable (as we may determine);
      13. Not interfere in any way with the operation of the Services or any server, network, or system associated with the Services, including by: hacking, mail-bombing, flooding, overloading, or making “denial of service” attacks; probing, scanning, or testing the vulnerability of the Services or any server, network, or system associated with the Services; breaching or circumventing firewall, encryption, security, or authentication routines; accessing data not intended for you; or accessing another’s account that you are not expressly authorized to access;
      14. Not use any automated program, tool, or process (including web crawlers, scrapers, robots, bots, spiders, and automated scripts) to access the Services or any server, network, or system associated with the Services, or to extract, collect, harvest, or gather Content or other users’ Submissions (as defined below) from the Services in a manner not expressly authorized by us;
      15. Not use any information from the Services in large language models, machine learning or artificial intelligence platforms; 
      16. Not frame or otherwise create a browser or border environment around any page or Content of the Services or deep-link to any internal page or area of the Services; and
      17. Not attempt to do any of the acts prohibited by this section 3.3 or assist or permit any person to engage in any of the acts prohibited by this section 3.3.
    4. User Submissions.
      1. The Services may permit you to submit, upload, post, or transmit messages, text, photos, and other materials on or through the Services (“Submissions”). Submissions do not include Feedback as defined in the Transaction Documents. As between us and you, you own your Submissions. You grant Sowingo a worldwide, non-exclusive, sublicensable (through multiple tiers), transferable, royalty-free, perpetual, and irrevocable right to use, reproduce, create derivative works of, display, perform, distribute, and otherwise exploit your Submissions for any and all lawful purposes. You are not entitled to payment for Sowingo’s or its licensees’ use of your Submissions.
      2. Please review our Privacy Policy for details about how we use your Personal Information and Protected Health Information (both as defined in the Privacy Policy) contained in Submissions, including those that are submitted through those Services designed to receive Submissions such as the Systems and App.
      3. You are solely responsible for your Submissions. By posting a Submission, you represent and warrant that:
        1. You own or otherwise control all of the rights to your Submission, including all intellectual property, moral, and personal rights, and have all rights necessary to grant the rights and licenses in these Terms;
        2. Your Submission is true and accurate; and
        3. Your Submission complies with these Terms and applicable laws.
      4. You acknowledge and agree that Sowingo has the right to (but does not have to) alter, remove, or refuse to post or allow to be posted any Submission. You may request that Sowingo remove your Submission, but we will not be liable for our delay or failure to do so. Sowingo takes no responsibility and assumes no liability for any Submission (whether from you or another user) or for altering, removing, or refusing to post your Submission.
      5. Do not disclose any personal, identifying, or health information in your Submissions (other than Submissions that are submitted through those Services designed for such Submissions, such as the Systems and App).
    5. Technology Requirements. You are solely responsible for providing and maintaining, at your own risk, option, and expense, appropriate software, hardware, and other technology needed for you to receive and use the Services, which must comply with any technical, quality, or other requirements we publish or otherwise make available. We may change these requirements at any time upon publication or other notice, with or without prior notice. You acknowledge that Sowingo is not responsible for the safeguarding, loss, or recovery of any data stored on your hardware. For example, use of the Services on a mobile device requires a compatible mobile device with at least a certain version of the applicable operating system and internet access. You are solely responsible for these requirements, including any applicable changes, updates, and fees, as well as for complying with the terms of your agreement with your mobile device, internet service, telecommunications, other service providers, and software and app licensors.
    6. Not Intended for International Use. The Services are intended for use only in Canada and the United States of America. If you access or use the Services or contact us from outside of Canada and the United States of America: (i) any information you provide to us or that we collect will be transferred to Canada and/or the United States of America; and (ii) by using the Services or submitting information, you authorize its transfer to and processing in and outside of the Canada and/or United States of America in accordance with these Terms, including the Privacy Policy.
    7. Support. If You are dissatisfied with the Services, please let us know at support@sowingo.com. Your input is important to us.
  3. CHANGES TO THE SERVICES
    1. Changes and Limitations. We may, with or without notice, and without liability to you or any other user: (i) modify, suspend, or terminate the operation of, or any feature of, the Services; (ii) restrict, limit, suspend, or terminate your and any other user’s access to the Services; (iii) monitor any user’s use of the Services, including to verify compliance with these Terms; (iv) investigate any suspected or alleged misuse of the Services and cooperate with any law enforcement or other governmental entity or any other third parties in such investigation; and (v) disclose information about any user’s use of the Services in connection with a law enforcement or other governmental entity investigation of alleged illegal activity or in response to a court order or subpoena.
    2. Updates.
      1. Sowingo may, but does not have to, develop and provide updates for our software Services, which may include upgrades, bug fixes, patches, and other error corrections and new features (collectively, “Updates”). Updates may also change or completely remove certain features and functionality. You agree that Sowingo has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
      2. Portions of the software Services may not properly operate if you do not install all Updates, so we encourage you to promptly install all Updates. For Apps, depending on your mobile device settings, when your mobile device is connected to the Internet, either: (i) the Updates will automatically download and install or (ii) you may receive notice of or be prompted to download and install available Updates. We may also suspend your access to Services until you install certain Updates. For clarity, all Updates are part of the Services and subject to these Terms.
  4. TERMINATION
    1. Your Termination of Services. You may terminate your use of the Services by ceasing to use the Services. If you are a Patient User with an account, please contact your Provider to terminate your account. If you are a Provider, termination is addressed in and subject to the Transaction Documents.
    2. Our Suspension and Termination of Services. You acknowledge and agree that: (i) Sowingo may, at any time and without liability, terminate or suspend your access to the Services, in whole or in part, for any reason, including if Sowingo determines that you have violated these Terms, a Transaction Document, or any applicable law; (ii) such termination or suspension may happen without prior notice; and (iii) in the event of such termination or suspension, Sowingo may immediately deactivate and terminate your account and remove (or block your further access to) all Submissions stored in or associated with your account.
    3. Effect of Termination. Upon any termination of these Terms: (i) all rights granted to you under these Terms will cease; and (ii) you must cease all use of the Services. Any provisions of these Terms that, by their nature should survive the termination of these Terms, will survive.
  5. PROPRIETARY RIGHTS
    1. Subject to you complying with these Terms, the Transaction Documents, and any other applicable terms and conditions, we grant you a revocable, conditional, and limited: (i) right to download and use the Apps; and (ii) right to access and use the Services, in each case solely for your own personal and non-commercial use (or, if you are a Provider, in connection with your authorized use of the Services as set forth in the Transaction Documents). If the Services permit you to download or print any Content, such Content may be used only by you and only in connection with this purpose. You may not copy or otherwise distribute any such Content. These rights are personal to you and you may not transfer, assign, or sublicense them to others. We may revoke these rights at any time and for any reason (including if you violate these Terms, the Transaction Documents, or any applicable law).
    2. The Services are the proprietary property of Sowingo and its third-party licensors and are protected by intellectual property laws. No rights are granted to you except for the express rights granted to you in these Terms and the Transaction Documents. We reserve all rights not expressly granted in these Terms and the Transaction Documents.
    3. The names, marks, logos, and other identifiers associated with Sowingo and its products and services are trademarks or service marks of Sowingo and are solely owned by Sowingo. Any unauthorized use, reproduction, or distribution of the Services is strictly prohibited and may result in civil and criminal penalties.
    4. Content. “Content” means all text, data, information, materials, images, photos, graphics, artworks, logos, videos, audios, directories, listings, databases, and other content we provide or make available through the Services. Sowingo provides Content and other information from the Services as a convenience. Users relying on Content or other information from the Services do so at their own risk.
    5. Feedback. If you provide us with any comments, suggestions, ideas, or other feedback (together, “Feedback”), you agree that: (i) we have no obligation to use it; (ii) we have an unrestricted right to use and exploit it, including the right to permit others to do both; and (iii) you are not entitled to receive any compensation.
  6. RIGHT TO WITHDRAW YOUR CONSENT
    1. Consent. You can withdraw your consent at any time. Please note, if you withdraw your consent for processing activities essential to our products and services, we might need to restrict your access to them.  
    2. Restrictions. You may withdraw your consent at any time, subject to legal and contractual restrictions and upon providing reasonable notice. However, if you withdraw your consent to the use or disclosure of your information for purposes that are essential to our products and services, this could limit the services that Sowingo can offer you. You may refuse or withdraw your consent by contacting the Privacy Officer.
  7. SECURITY OF YOUR PERSONAL INFORMATION
    1. Means. We use physical, administrative, and electronic means to protect your Personal Information from risks of loss and theft, and unauthorized access or disclosure. These security measures are reviewed and updated on an ongoing basis.  
    2. Security measures. uses multiple security measures to protect your Personal Information from loss, theft, unauthorized access, disclosure, copying, use, alteration, or destruction. These means include appropriate physical, administrative, and electronic (technological) security measures considering the sensitivity of the Personal Information collected, the quantity, distribution, and format of the Personal Information, and the methods of storage.  
    3. Updates. Sowingo continuously reviews and updates the security measures in place to protect the security and confidentiality of the Personal Information in its possession, especially technological measures, to account for technological evolution and to counter the risks of unauthorized intrusion into its databases and computer systems. 
  8. RETENTION OF YOUR PERSONAL INFORMATION
    1. Retention. We store your Personal Information only for the period necessary to accomplish the purposes outlined when it was collected, or as required by applicable law.  
    2. Purposes. Sowingo ensures that Personal Information is solely retained for the duration necessary and for the purposes for which it was collected, in accordance with legal requirements. 
  9. ACCESS AND CORRECTION OF YOUR PERSONAL INFORMATION
    1. Access. You are entitled to access and correct your Personal Information by reaching out to us through the contact details indicated above. However, there may be instances where legal constraints prevent us from granting access to certain information about you. Should such a situation arise, you will be notified in writing. Sowingo is committed to responding to all requests for access within 30 days unless circumstances require an extension of time.  
    2. Rights. You have the right to ask us whether we hold Personal Information about you and to access it. You may request to have it corrected if it is inaccurate, incomplete, or outdated, subject to the limited exceptions provided by applicable laws.  
    3. Verification. Sowingo must take reasonable steps to verify your identity before processing your request, and usually responds within thirty (30) days of receiving it.  
    4. Refusal. Sowingo may refuse to disclose Personal Information, for example, when disclosure could inadvertently reveal someone else’s personal information, or in cases where the information is sought for safety, health, or security reasons.   
    5. Contact. To access or correct your Personal Information, or for any related requests, please write to us using the contact details indicated above. You may also obtain a copy of your information for a reasonable fee for its transcription, reproduction, or transmission. 
  10. THIRD-PARTIES SERVICES
    1. The Services may contain links or provide access to third-party websites, products, and services (“Third-Party Services”). Sowingo does not approve, sponsor, or endorse any Third-Party Services, even if we link or provide access to them or list them on a Site. Sowingo is not responsible for and makes no representations or warranties, express or implied, regarding any Third-Party Services. You access and use Third-Party Services solely at your own risk. You will look solely to, and must bring any rights, claims, or actions you may have related to a Third-Party Service directly against, the provider of that Third-Party Service.
  11. NO WARRANTIES
    1. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, SOWINGO MAKES NO AND DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE IN TRADE. SOWINGO DOES NOT WARRANT: (i) THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (ii) THAT ANY DEFECT OR ERROR WILL BE CORRECTED; (iii) THAT THE SERVICES WILL BE SECURE AND FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (iv) THAT ANY CONTENT OR INFORMATION PROVIDED BY OR THROUGH THE SERVICES WILL BE CURRENT OR ACCURATE; (v) AGAINST ANY LOSS OR CORRUPTION OF ANY DATA OR SUBMISSIONS; OR (vi) THAT A PARTICULAR PRODUCT, SERVICE, OR PROVIDER IN CONNECTION WITH THE SERVICES WILL BE AVAILABLE TO YOU. ANY CONTENT OR INFORMATION PROVIDED BY OR THROUGH THE SERVICES IS INTENDED AS A SUPPLEMENT TO, AND NOT A SUBSTITUTE FOR, THE KNOWLEDGE, SKILL, AND JUDGMENT OF HEALTHCARE PROFESSIONALS. YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.
    2. THE PRODUCTS ORDERED FROM THE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, SOWINGO MAKES NO AND DISCLAIMS ALL WARRANTIES WITH RESPECT TO THESE PRODUCTS, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE IN TRADE. 
    3. ANY WARRANTY AVAILABLE FROM THE VENDOR WHO PROVIDES THE PRODUCTS WILL BE TRANSFERRED TO THE PROVIDER, AS APPLICABLE. THIS IS PROVIDED EXCLUSIVELY TO THE PROVIDER WHO PURCHASES THE PRODUCTS THROUGH THE INVENTORY PLATFORM AND IS NOT TRANSFERABLE. THE PROVIDER MUST CONTACT THE VENDOR REGARDING ANY WARRANTY, CLAIMS OF WARRANTY, AND POTENTIAL REMEDIES AVAILABLE. 
    4. SOWINGO MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND REGARDING THE COMPLETENESS OR ACCURACY OF ANY POPULATION HEALTH DATA OR OTHER INFORMATION PROVIDED BY THE SERVICES. THE POPULATION HEALTH DATA AND OTHER INFORMATION PROVIDED BY THE SERVICES IS NOT INTENDED AS LEGAL ADVICE AND ALL LEGAL INQUIRIES SHOULD BE DIRECTED TO YOUR LEGAL COUNSEL. SOWINGO DISCLAIMS LIABILITY FOR ANY DAMAGES OF ANY NATURE WHATSOEVER, DIRECTLY OR INDIRECTLY, RESULTING FROM YOUR USE OF OR RELIANCE ON ANY INFORMATION PROVIDED BY THE SERVICES.
  12. LIMITATIONS OF LIABILITY
    1. IN NO EVENT WILL WE (WHICH, AS A REMINDER, INCLUDES OUR AFFILIATES) OR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ADVISORS, CONTRACTORS, OR CONSULTANTS BE LIABLE TO YOU (WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY) FOR: (i) ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, OR INFORMATION OF ANY KIND) ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR (ii) DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS EXCEEDING, IN THE AGGREGATE FOR ALL CLAIMS, THE GREATER OF: (a) THE AMOUNTS PAID BY YOU, IF ANY, FOR THE SERVICES ASSOCIATED WITH THE CLAIM IN THE 12 MONTHS PRIOR TO THE EVENTS GIVING RISE TO SUCH CLAIM OR (b) $200.
    2. IN NO EVENT WILL WE (WHICH, AS A REMINDER, INCLUDES OUR AFFILIATES) OR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ADVISORS, CONTRACTORS, OR CONSULTANTS BE LIABLE TO YOU (WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY) FOR ANY AND ALL CLAIMS, DAMAGES, OR LOSSES ARISING OUT OF OR IN CONNECTION WITH PRODUCTS PURCHASED USING THE INVENTORY PLATFORM, INCLUDING BUT NOT LIMITED TO CLAIMS FOR BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR OTHER TORTS. 
    3. IN NO EVENT WILL WE (WHICH, AS A REMINDER, INCLUDES OUR AFFILIATES) OR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ADVISORS, CONTRACTORS, OR CONSULTANTS BE LIABLE TO YOU (WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY) FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES
    4. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THESE TERMS WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
    5. EXCEPT TO EXTENT PROHIBITED BY APPLICABLE LAW, SOWINGO’S LIABILITY TO YOU IS LIMITED AS SET FORTH IN THIS SECTION 9. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES OR TOTAL LIABILITY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
  13. USER INDEMNITY
    1. In addition to any indemnification obligations you may have, you will indemnify us (which, as a reminder, includes affiliates) and our respective officers, directors, employees, agents, representatives, advisors, contractors, and consultants (collectively, “Indemnified Parties”) from and against any and all claims, actions, suits, demands, liabilities, damages, losses, penalties, interest, fines, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or related to: (i) your use of, your inability to use, or your reliance upon the Services or any of its components or any other products or services of Sowingo; (ii) your Submissions and Feedback; or (iii) your violation of these Terms, the Transaction Documents, or any applicable law. You agree to provide us with such cooperation as we reasonably request related to any such claims, actions, suits, or demands.
  14. LIMITATIONS ON CLAIMS; AGREEMENT TO ARBITRATE
    1. Disputes Subject to Arbitration. Please read the following section carefully because it requires you to arbitrate Disputes with Sowingo (which, as a reminder, includes affiliates) and our respective owners, stockholders, officers, directors, employees, representatives, and agents (collectively, the “Sowingo Parties”) and limits the manner in which you may seek relief from us, including a class action waiver. This section 11 applies to all Disputes (unless excluded under section 11.3) between you and the Sowingo Parties. “Dispute” means disputes, claims, suits, actions, causes of action, controversies, demands, or proceedings arising out of or related to these Terms or the Services in any way, whether directly or indirectly, or to the relationship between the parties resulting from these Terms or the Services. If you are a Provider, dispute resolution is instead addressed in and subject to the Transaction Documents.
    2. Waiver of Jury Trial and Right to Pursue Class Action Claims. By entering into these Terms, the parties are each waiving the right to trial by jury or to participate in a class or representative action. These Terms evidence a transaction in interstate commerce, and thus the Commercial Arbitration Act (Canada) governs the interpretation and enforcement of this arbitration provision.
    3. Exclusions. This arbitration agreement does not preclude any party from seeking a preliminary injunction or temporary restraining order, pending arbitration, in any court that has competent jurisdiction. Nor does this arbitration agreement bar a party from bringing issues to the attention of federal, provincial/state, or local agencies.
    4. Notice of Disputes. The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If either you or Sowingo intends to seek arbitration of a Dispute, then that party must provide the other with notice in writing. The notice to Sowingo should be sent to the following address: Sowingo.com Corp., Attn: Legal, 146 Thirtieth St Suite 100, Etobicoke, ON M8W 3C4, Canada. Sowingo will send notice to you at the mailing address or email address associated with your account, if applicable. Your notice to Sowingo must: (i) provide your name, mailing address, and email address; (ii) describe the Dispute; and (iii) set forth the relief you are requesting. If the parties are unable to reach an agreement to resolve the Dispute within 60 days after the notice is received, the party that sent the notice may commence arbitration.
    5. No Class Arbitration. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. You and Sowingo agree that each may bring claims against the other in arbitration only in its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. If a court decides that applicable law precludes enforcement of any of this section’s limitations as to a particular cause of action or any particular remedy, then that cause of action or particular remedy (and only that cause of action or particular remedy) must remain in court and be severed from any arbitration.
    6. Arbitration Procedures. The arbitration will be administered by the Canadian Arbitration Association (“CAA”) and governed by the CAA’s Commercial Arbitration Rules (“CAA Rules”), as modified by these Terms. The CAA Arbitration Rules are available online at www.canadianarbitrationassociation.ca. If the CAA is unavailable, the parties will agree to another arbitration provider, or a court of competent jurisdiction will appoint a substitute.
      1. Location of Arbitration. Unless the parties agree otherwise, any arbitration hearings will take place in Toronto, Ontario.
      2. Issues for Arbitrator. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of any of this arbitration agreement or the arbitrability of Disputes are for a court of competent jurisdiction to decide.
      3. Written Decision. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
    7. Costs of Arbitration. The parties will pay the arbitrator’s fees, the arbitrator’s appointed experts’ fees and expenses, and the CAA filing, administrative, and hearing fees in accordance with the CAA Rules. 
    8. Limitation on Time to Bring an Action. You agree that regardless of any law to the contrary, you must file any Dispute within one (1) year after such Dispute arose or such Dispute will be forever barred.
    9. Enforcement. Judgment on the award may be enforced by any court having jurisdiction over the award, the applicable party, or its assets.

  15. SOWINGO POINTS REWARDS PROGRAM – TERMS & CONDITIONS

    Effective Date: September 30, 2025

    The following terms supplement and form part of these Terms and Conditions. By maintaining a Sowingo account, you agree to be bound by the Sowingo Points Rewards Program Terms & Conditions below.

    1. ENROLLMENT & ELIGIBILITY
    a. All Sowingo customers are automatically enrolled in the Program upon account creation.
    b. The Program is open only to individuals who are legal residents of Canada, excluding residents of Québec, and who have reached the age of majority in their province or territory of residence.
    c. Employees, contractors, or agents of Sowingo, and their immediate family members, may not participate, except where permitted by law.

    2. EARNING POINTS
    a. Points accrual rates vary by plan type and may be modified from time to time at our discretion.
    b. From time to time, we may provide opportunities to earn additional Points by completing specific tasks, promotions, or activities that we designate.
    c. Points are not earned on cancelled, refunded, or returned transactions. We may adjust your balance to reflect such changes.
    d. We may modify, suspend, or terminate earning opportunities at any time, subject to these Terms and applicable law.

    3. REDEEMING POINTS & REWARDS
    a. Once you accumulate the minimum number of Points we set, you may redeem Points for rewards such as electronic gift cards or other offers, subject to availability.
    b. Rewards are offered on a first-come, first-served basis and may be modified or discontinued at any time.
    c. Gift cards or other rewards obtained via redemption are subject to the separate terms and conditions of the issuer or provider.
    d. Gift cards issued through the Program will not expire and will not be subject to fees, except as permitted by law.

    4. EXPIRATION, FORFEITURE & INACTIVITY
    a. Points do not expire solely because of the passage of time.
    b. We may cancel or revoke Points if:
        i. Your account has been inactive (no earning or redemption activity) for 24 consecutive months; and
        ii. We provide you with at least 60 days’ advance written notice before Points are forfeited.
    c. “Inactivity” means no qualifying purchases, redemptions, or other Program activity as determined by Sowingo in its discretion.
    d. We may also cancel or revoke Points in cases of suspected fraud, misuse, breach of these Terms, or if your account is closed.
    e. If Points are improperly expired or cancelled, we will reinstate them upon your written request, unless an exception under applicable law applies.

    5. NON-TRANSFERABILITY & NO CASH VALUE
    a. Points are personal to your account and may not be sold, assigned, transferred, or combined with another member’s account, except as expressly permitted by us.
    b. Points have no cash value and cannot be redeemed for cash, except as required by law.

    6. PROGRAM CHANGES & TERMINATION
    We may amend, suspend, or terminate the Program at any time, subject to applicable law. If the Program is terminated, we will provide notice and allow you a reasonable period to redeem remaining Points before cancellation, subject to applicable law.

    7. TAXES, LIABILITY & DISPUTES
    a. You are responsible for any taxes that may arise from earning or redeeming Points or receiving rewards.
    b. To the maximum extent permitted by law, we disclaim all warranties regarding the Program and exclude liability for damages arising from the Program, redemption issues, or errors, except as required by law.
    c. These Terms are governed by the laws of Ontario and the federal laws of Canada applicable therein. The Program is not available in Québec.
    d. Disputes relating to these Program Terms are governed by the dispute resolution provisions in our main Terms & Conditions.

  16. MISCELLANEOUS
    1. Notice. Sowingo may provide you with notices, including those regarding changes to these Terms, by postings on the Sites or in the other Services or by other means (e.g., via email).
    2. Governing Law; Venue. These Terms and any Dispute between you and Sowingo arising out of or relating to the Services or these Terms will be governed by and construed in accordance with the laws of the Province of Ontario, without regard to any provision of Ontario law that would require or permit the application of the substantive law of another jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, will be resolved on an individual basis in the province or federal courts of the Province of Ontario and Canada, respectively, sitting in Toronto, Ontario. 
    3. Waiver. A waiver of a provision of these Terms must be in writing and signed by the party entitled to the benefit of such provision. Sowingo’s failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
    4. Severability. If any provision of these Terms is declared void or unenforceable by any judicial or administrative authority, the parties will replace such provision with a substitute that as closely as possible reflects the parties’ original intent (including economics and allocations of risk) and is enforceable, and the validity of the other provisions and of these Terms as a whole will not be affected.
    5. Independent Contractor. No joint venture, partnership, employment, or agency relationship exists between you and Sowingo as a result of these Terms or use of the Services.
    6. Interpretation. Headings used in these Terms are for convenience only and will not be used in interpreting these Terms. These Terms will be deemed to be drafted by both parties and will not be construed against either party. Unless the context otherwise requires, the term “include” (and its variants) are to be construed as inclusive, not exclusive, and are deemed to be followed by the words “without limitation.”
    7. Force Majeure. Sowingo will not be liable for failure or delay in performing its obligations if such failure or delay is due to a force majeure event or other circumstances beyond Sowingo’s reasonable control, including acts of any governmental body, war, cyber war or attack, terrorism, insurrection, sabotage, embargo, fire, flood, severe weather, earthquake, tornado, hurricane, labor disturbance, interruption of or delay in the internet or transportation, unavailability of third-party services, failure of third-party software or services, or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services or any other products or services contemplated by these Terms or any of the Transaction Documents.
    8. Disclosures. The Services are offered by Sowingo.com Corp. (and its affiliates), located at 146 Thirtieth St Suite 100, Etobicoke, ON M8W 3C4, Canada, email: support@sowingo.com, Telephone: 1-888-997-3133. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
    9. Questions and Comments. If you have a question or comment regarding the Services, please contact us via email or at the address below. We value your input.

Sowingo.com Corp.
Attn: Legal
146 Thirtieth St Suite 100, 
Etobicoke, ON 
M8W 3C4, Canada
Email: support@sowingo.com
Telephone: 1-888-997-3133

  1. Disclosures. To be clear, nothing in these Terms is to be construed to restrict or prohibit you or anyone else from disclosing to any person information relating to the performance of the Services, including for patient safety, public health, or quality improvement purposes, including for: (i) sharing comparative user experiences that may affect patient care; (ii) developing best practices for health information technology implementation and clinician use; (iii) reporting of health information technology-related adverse events, hazards, and other unsafe conditions; (iv) reporting issues related to interoperability, information blocking, and data portability; (v) conducting research studies for peer-reviewed journals; and (vi) participating in cyber threat sharing activities.
  1. DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE
    1. If you are a copyright owner (or an agent of a copyright owner) and believe that any third-party content on the Services infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):
      1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
      2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a list of such works from the Services;
      3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Sowingo to locate the material;
      4. Information reasonably sufficient to permit Sowingo to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
      5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
      6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    2. Sowingo’s designated Copyright Agent to receive notifications of claimed infringement is:

Sowingo.com Corp.
Attn: Legal
146 Thirtieth St Suite 100, 
Etobicoke, ON 
M8W 3C4, Canada
Email: support@sowingo.com
Telephone: 1-888-997-3133

  1. APPLE DEVICE ADDITIONAL TERMS
    1. If you access an App via a mobile device or tablet branded by Apple, Inc. (“Apple”) running Apple’s iOS (an “Apple Device”), the following terms (“Apple Device Additional Terms”) are made part of these Terms:
      1. Conflicting Terms. If these Apple Device Additional Terms conflict with any other provision of these Terms, then the Apple Device Additional Terms will control but only with respect to access and use of the Services via an Apple Device.
      2. Agreement with Sowingo, Not Apple. You acknowledge that these Terms are an agreement between Sowingo and you, and not with Apple. Sowingo, not Apple, is solely responsible for any App you access via your Apple Device (“iOS App”) and the content of iOS Apps. If these Terms are less restrictive with respect to an iOS App or otherwise conflict with the Apple App Store Terms of Service (the “App Store Terms of Service”), the App Store Terms of Service will apply to the extent of any conflict.
      3. Scope of License. The license granted to use an iOS App is limited to a non-transferable license to use the App on an Apple Device that you own or control and as permitted by the usage rules set forth in the App Store Terms of Service.
      4. Maintenance and Support. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to any iOS App. If Sowingo decides (in its sole discretion) to provide support and maintenance services for an iOS App, Sowingo is solely responsible for providing such services. 
      5. Warranty. In the event of any failure of an iOS App to conform to any applicable warranty provided by Sowingo in these Terms, you may notify Apple and Apple will refund the purchase price for the iOS App (if any), to the maximum extent permitted by applicable law Apple will have no other warranty obligation whatsoever with respect to the iOS App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty is Sowingo’s sole responsibility. Notwithstanding the foregoing, Sowingo is not obligated to provide any warranty with respect to an iOS App and you acknowledge and agree that this paragraph will not have any effect on the warranty disclaimers provided in these Terms.
      6. Product Claims. You acknowledge that Sowingo, not Apple, is responsible for addressing your or any third-party claims relating to an iOS App or use of an iOS App, including: (i) product liability claims; (ii) any claim that an iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) any claims arising under consumer protection or similar legislation. Note that, pursuant to the limitation of liability provision set forth in these Terms, these Terms will not limit Sowingo’s liability beyond what is permitted by applicable law. 
      7. Intellectual Property Rights. You acknowledge that as between Sowingo and Apple, in the event of any third-party claim that an iOS App or your possession and use (in accordance with these Terms) of an iOS App infringes that third-party’s intellectual property rights Sowingo, not Apple, is solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. 
      8. Legal Compliance. You represent and warrant that: (i) you are not located in a country that is subject to a Canada/U.S. Government embargo, or that has been designated by the Canada/U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any Canada/U.S. Government list of prohibited or restricted parties. 
      9. Third-Party Beneficiary. You acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms with respect to any iOS App and that, upon your acceptance of these Terms, Apple has the right (and is deemed to have accepted the right) to enforce these Terms against you with respect to the iOS App as a third-party beneficiary of these Terms.
      10. Questions or Complaints. Please address your questions, complaints, or claims with respect to an iOS App to Sowingo at support@sowingo.com. Sowingo’s principal offices are located at 146 Thirtieth St Suite 100, Etobicoke, ON M8W 3C4, Canada.
  2. GOOGLE MAPS AND PLACES

By using Google Maps you agree that the then-current Google Maps/Google Earth Additional Terms of Service (currently at https://maps.google.com/help/terms_maps.html) and Google Privacy Policy (currently at https://www.google.com/policies/privacy/) apply and agree to comply these Third-Party Services Terms.

  1. SUBSCRIPTION SERVICES

Annual subscriptions will be billed in advance. You may cancel your subscription at any time by updating your subscription selection in your Office Profile. Subscription Billing: By accepting the terms and conditions, you are providing Sowingo the authorization to charge your credit card in accordance with your billing cycle. Sowingo reserves the right to adjust pricing for its services. No refunds; exceptions apply based on region. Billing Cycle: Sowingo offers its services on an annual basis. Membership fees are fully earned upon payment. Sowingo reserves the right to change the timing of your billing if required. The annual subscription fee for Sowingo’s services will be billed in full on an annual basis at the beginning of the paying portion of your membership and each year thereafter unless and until you cancel your subscription. Sowingo will automatically bill your credit card annually corresponding to the commencement of your paying membership. Sowingo may send out communication offices in certain regions to inform of any upcoming renewals. If a subscription is cancelled, you will not be issued a refund on any unused portion of the subscription, and the credit card will not be charged at the commencement of the next billing cycle. Exceptions apply based on region.

  1. ORDERING ON THE SITES
    1. Definitions;
      1. “Business day” means a day that is not a Saturday, Sunday or statutory holiday in Ontario, Canada. 
      2. “Buyer” means the person who purchases Goods through the Website. 
      3. “Defective” means containing a fault or defect, imperfect or faulty. “Defectiveness” means the state of being Defective. “Goods” means the goods which are offered to the Buyer for purchase through the Website. 
      4. “Seller” means a third-party manufacturer or distributor who contracts with Sowingo to offer Goods for sale on the Website.
    2. Order and Acceptance
      1. The Buyer may submit an Order to a Seller(s) through the Website. All Orders are subject to acceptance by the Seller, which will only be demonstrated by Sowingo issuing an Order Confirmation. The Buyer’s Order constitutes an offer to purchase Goods at the Purchase Price in accordance with these Terms and Conditions, and is not binding on the Seller unless and until Sowingo has issued an Order Confirmation. The Buyer may cancel an Order after an Order Confirmation has been issued if a quantity of Goods are backordered, as described in the Delivery section below. Sowingo and/or the Seller in their sole discretion reserve the right to reject the Buyer’s Order in whole or in part without any liability to the Buyer, including in the event that the Goods are unavailable due to unforeseen circumstances or are in Defective condition at the expected time of shipment. Sowingo in its sole discretion reserves the right to cancel an Order, even if an Order Confirmation has been issued, if there was a pricing, typographical or other error on the Website at the time the Order was placed. In the event of a rejection or cancellation of the Buyer;s Order as set out above, the Seller and Sowingo have no liability or obligation to the Buyer whatsoever, including any obligation to source an alternate supplier of the Goods, find replacement Goods, and/or pay any consideration to the Buyer.
    3. Prices, Payment and Shipment
      1. The Buyer will pay the Purchase Price in accordance with the procedures set out below and on the Website. All advertised prices shown on the Website do not include applicable sales, use, excise, goods and services/harmonized and other taxes (each a “Tax”), freight, shipping, handling, installation and delivery. Any such fees and charges that are to be collected by Sowingo are added to the advertised price, as shown in the Order Confirmation and are the responsibility of the Buyer. In the event that any Tax is not charged to the Buyer, Sowingo reserves the right to require the Buyer to pay such Tax if it is subsequently determined by reassessment of the appropriate tax authority that such Tax should have been collected from the Buyer. If the Goods are shipped to a location outside of Canada, there may be additional export/import duties, tariffs, charges, taxes and other fees which are levied on the Goods. The Buyer is responsible for payment of any and all of these additional costs. The Buyer must be aware that Sowingo and the Seller have no control over these amounts and cannot predict in advance how much they will be. In order to obtain an estimate of any additional fees, please contact your local customs office for further information before placing your Order. Payment must be made by credit card, or any other payment method that Sowingo makes available. Sowingo or the Seller will process payment upon acceptance of the Order and Sowingo will then issue an Order Confirmation. For some Goods, Sowingo utilizes the Seller’s Merchant Account to process payment on behalf of the Seller. If this is the case, the Seller’s name will appear on the Buyer’s credit card statement. Under no circumstances will Sowingo disclose confidential credit card information to the Seller gathered during a transaction, except as required to process a payment through the Seller’s Merchant Account. Sellers will make commercially reasonable efforts to fulfill and ship Orders promptly after Order Confirmation. The Seller (and not Sowingo) is responsible for fulfilling and shipping Orders upon Order Confirmation, and for any installation or delivery services (if applicable). Express shipping, if offered, is undertaken by the Seller on a best efforts basis, as some products may not be in stock. Sowingo does not ship any products directly to the Buyer. All prices shown are in Canadian dollars. Buyers will be charged in Canadian funds. The price of Goods may change from the time the Good was added to the cart to the time the checkout process has been completed. In this situation, the price at checkout will be deemed correct, and will be reflected in the Purchase Price.
    4. Delivery
      1. The place for delivery of the Goods will be set out on the Order Confirmation. Any dates quoted for delivery of the Goods are estimated dates only. Sowingo and the Seller do not provide any covenant or warranty about any specific delivery date and Sowingo and the Seller will not be liable for any loss or expenses sustained by the Buyer arising from any delay in the delivery of the Goods however caused. In the event that the quantity of Goods to be delivered is less than the quantity of Goods as indicated on the Order Confirmation, the Seller will immediately notify Sowingo and the Buyer of the backordered status of the Goods. The Buyer has 72 hours within receiving notification of the backordered Goods to cancel the backordered quantity of Goods and receive a refund of the Purchase Price for the quantity of backordered Goods, not including fees for import/export or customs duties, tariffs, freight, or shipping and handling charges. Otherwise, the Buyer will accept the Goods whenever they are delivered. If the Seller cannot fulfill the Order for the quantity of backordered Goods within 30 days, the Buyer will be issued a refund for the Purchase Price of the quantity of backordered Goods, not including fees for import/export or customs duties, tariffs, freight, or shipping and handling charges. For clarity, the Buyer may not reject the Goods or any part of them solely on the grounds that the full quantity of Goods indicated on the Order Confirmation was not delivered. The Buyer must notify Sowingo of any short delivery or Defectiveness of Goods in delivery, in writing, within five (5) business days of delivery. If the Buyer fails to do so within the time specified, the Goods are deemed to be delivered in good condition and in the quantities set out on the Order Confirmation and/or bill of lading. In each case, the notification provided to Sowingo must include the Order number, delivery note number and details of Defectiveness or shortage. In the case of a valid claim for damaged Goods, the Seller or Sowingo may, in its sole discretion, replace the Goods in full or in part or refund to the Buyer the Purchase Price (or a proportion of the Purchase Price deemed to be appropriate), not including fees for import/export or customs duties, tariffs, charges and/or other charges, as per the Buyer’s original method(s) of purchase. Defective Goods must be returned to the Seller based on the applicable Return Policy. Refer to the Return Policies for more information. For purchases of equipment requiring installation and delivery services, maintenance and repair services, or any other such services, the Return Policy does not apply. The Seller bears full responsibility for processing the return of any such equipment, and the Buyer must contact the Seller directly in connection with any such returns. In the case of a shipment that was short, other than a shipment that has been partially cancelled, the Seller shall deliver the outstanding portion of the Order to the Buyer in the time aforementioned. In either case, the Seller and Sowingo will thereafter have no further liability to the Buyer for the short shipment or Defective Goods. The Seller reserves the right to make delivery of the Goods by instalments without prior notice to the Buyer. The Buyer must advise Sowingo in advance, in writing, of any requested alteration, cancellation of or delay of delivery, which Sowingo may accept or reject at its discretion. Sowingo reserves the right to charge the Buyer for any alteration, cancellation or delay of delivery. Goods may not be returned to Sowingo or the Seller except through the methods provided by the Return Policies, or, in the case of equipment requiring installation and delivery services, maintenance and repair services, or any other such services, in accordance with the return policies of the applicable Seller.
    5. Risk and Property Limitations
      1. Risk of damage to, or loss of, the Goods will pass to the Buyer on delivery to the address set out in the Order Confirmation. In the case where no signature or other proof of receipt is required by the carrier delivering the Goods upon delivery, all such Goods reported as delivered by the carrier shall be deemed to be delivered to and received by the Buyer. The Seller and Sowingo are not responsible for any lost or stolen Goods. It is the Buyer’s responsibility to choose a secure delivery location. In the case where a signature or other proof of receipt is required by the carrier delivering the Goods upon delivery, any signature on that document, or other proof of receipt, will constitute conclusive evidence of delivery of the Goods to the Buyer.
    6. The Buyer May Not Resell Goods for a Profit
      • The Buyer agrees that all purchases of Goods are for final use and the Buyer will not resell any Goods to other persons in any circumstance to make a profit.

Returns Policy
This Returns Policy is in accordance with the Terms and Conditions of the www.sowingo.com Website and is the only procedure through which Buyers may return Goods purchased from Sellers through www.sowingo.com. Items shipped from Sellers other than Sowingo are subject to the provisions listed below unless otherwise stated in their company’s return policy. In the case of equipment requiring installation and delivery services, maintenance and repair services, or any other such services, this Returns Policy does not apply. Any such equipment may only be returned directly to the applicable Seller in accordance with the return policies of such Seller.

Returning Goods:
Sowingo will approve the return of Goods provided that (i) the Goods are Defective or the wrong Goods are received, (ii) the Buyer notifies Sowingo of such defect or improper receipt within five (5) business days of receiving the Goods, (iii) the return of the Goods is permitted under the heading “Goods That Can and Cannot Be Returned” below and (iv) the return of the Goods to the Seller is made within ten (10) business days of the Buyer receiving the Goods. Upon approval by Sowingo that the Buyer can return the Goods, Sowingo will send the Buyer a shipping label, which the Buyer must use to ship the Goods to be returned back to the Seller. The Buyer must return the Goods to the Seller within ten (10) business days of receiving the Goods. Under no circumstances will Sowingo authorize returns of Goods that were not purchased through the Website. Sowingo will not approve returns for Goods, whether in good condition or Defective, which have been tampered with, modified or replaced with counterfeit or other products, as determined by Sowingo, in its sole discretion, or by the Seller. In the case that returned Goods are determined by Sowingo to have been tampered with, modified or replaced with counterfeit or other products, Sowingo will not approve the refund. Sowingo cannot approve returns of products missing the serial number or UPC; Sowingo will not approve refunds for such items.

Shipping Costs for Returns:
Sowingo will bear the shipping and handling charges for return of Goods to the Seller that are Defective or where wrong Goods are received. In the case that the wrong Goods were received by the Buyer or the Goods received by the Buyer are Defective, the Seller will bear the shipping and handling charges for re-shipping the correct Goods. Upon receipt by the Seller of the returned Goods, if the Seller deems the Goods unacceptable for return or exchange, the Buyer will bear the shipping costs of the Goods back to the original place of delivery set out in the original Order Confirmation.

Receiving Your Refund:
Sowingo will send an email to the Buyer when the Goods being returned have been received by the Seller and processed. If the return has been accepted by the Seller, the Buyer will receive the refund in the same form of payment tendered for purchase, less fees for import/export or customs duties, tariffs, freight or shipping and handling charges, as per the Buyer’s original method(s) of purchase, within thirty (30) business days of the day the Seller approves the return of the Goods.

Returning Damaged or Defective Goods:
Buyers must follow the procedures for initiating a return of a Defective Good as described in Sowingo’s Terms and Conditions of Use. Failure to comply with the return procedure outlined in this notice will result in the Goods being rejected and returned to the Buyer and no refund being paid. All Goods returned by the Buyer to the Seller must be the original Goods as delivered to the Buyer, in their original, unopened packaging and must not have been used, with the exception of Goods which have been discovered by the Buyer to be Defective, with notice to Sowingo.

Goods That Can and Cannot Be Returned:
Provided the Goods have not been removed from their original packaging, the following Goods may be returned in accordance with the policies outlined above:

  • Dental instruments (such as mirror handles, retractors and syringes)
  • Gloves
  • Preventative products (such as toothbrushes)
  • Surgical products (such as surgical tape and scalpels)
  • Paper and plastic products (such as garbage bags)

Notwithstanding the foregoing, Sowingo will not accept returns for the following categories of Goods:

  • Goods that cannot be returned for hygienic reasons (such as, but not limited to, any Good that Sowingo determines in its sole discretion, or the Seller, have been removed from its original packaging);
  • Goods that have been personalized, imprinted or made specifically to the Buyer’s specifications;
  • Goods that have already been assembled or installed by the Buyer or their agent, in whole or in part; and
  • Goods that are purchased by the Buyer that are identified as non-refundable.

Printer Bundle Warranty and Returns

1. Warranty Coverage (Nationwide)
Sowingo warrants that all Printer Bundles and Scanners purchased through the Website shall be free from defects in materials and workmanship under normal use for a period of sixty (60) days from the date of delivery. During this period, if the Buyer notifies Sowingo of a defect and the equipment is confirmed by Sowingo to be defective upon inspection, Sowingo may, at its discretion, repair or replace the defective item or issue a refund.

This limited warranty does not apply to:

  • Damage resulting from misuse, improper installation, or unauthorized modification;

  • Consumable parts (including ink, ribbons, or labels); or

  • Cosmetic wear that does not affect performance.

For Buyers located in Quebec, this limited warranty operates in addition to, and does not limit, the legal warranty of quality provided under the Civil Code of Québec.

Except as required by applicable law, no other express or implied warranties, including merchantability or fitness for a particular purpose, are provided beyond the stated warranty period.

2. Printer Bundle Returns
Printer Bundles and Scanners purchased through the Website may be returned within thirty (30) days of receipt, provided that:
(i) the Printer Bundle and/or Scanners are in pristine working order, and
(ii) all items are returned in their original packaging (excluding labels and ribbon).
A restocking fee of $100 will be deducted from the refund amount.

To initiate a Printer Bundle and/or Scanner return, the Buyer must notify Sowingo within thirty (30) days of receiving the equipment. Upon approval, Sowingo will provide a shipping label, which the Buyer must use to ship the equipment back to the Seller within thirty (30) days of receiving the label.

Printer Bundles and Scanners that are not in re-saleable condition, or are missing original packaging, are not eligible for return. Under no circumstances will Sowingo authorize returns of Printer Bundles or Scanners that were not purchased through the Website.

3. Return Method
The Buyer must ship the Goods using the return label provided by Sowingo to ensure the product is returned safely and in the same condition in which it was sold.

4. Governing Law
This Warranty and Returns Policy shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. For Buyers in Quebec, the rights and obligations under this Policy are subject to the mandatory provisions of the Civil Code of Québec relating to consumer sales.

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