These terms and conditions of use (“Terms”) comprise a legal agreement between SomaDetect Inc. (“Company”, “we”, “our”, “us” and similar terms) and you, the person accessing and using this website (“you”, “your” and similar terms).
These Terms set out the terms and conditions for the use of Company’s website at www.somadetect.com (“Website”) that is owned, operated and maintained, directly or indirectly, by Company, and all other sites owned and operated by Company that redirect to the Website, all subdomains provided through such other site or the Website, and all downloadable applications, features, functionality, content or information that is made available or provided on the Website.
BY USING THE WEBSITE YOU ARE DEEMED TO HAVE READ AND ARE INDICATING YOUR ACCEPTANCE OF, AND YOU AGREE TO BE BOUND BY, THESE TERMS WHICH WILL GOVERN YOUR ACCESS AND USE OF THE WEBSITE.
IF YOU DO NOT AGREE WITH ONE OR MORE OF THESE TERMS YOU MAY NOT ACCESS OR USE THE WEBSITE AND MUST EXIT THE WEBSITE.
In consideration of the mutual premises and agreements contained in these Terms and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), you and Company agree as follows:
1. Contact / Notices
If you have any questions about these Terms, or need to provide notice to, or communicate with, Company under these Terms, please contact Company by clicking Contact Us, or by delivery in person, by courier or by the mail, to Company at Room #6, 241 Canada Street, Fredericton, NB, E3A 4A1. Company may provide notices or communications to you on the Website and you agree that such notices will constitute notice to you whether or not you actually access such notice.
2. Purpose of the Website
The Website is made available to you for the purpose of providing information about SomaDetect and the various products of the company, as well as visualising results and analytics from the use of SomaDetect milk sensors.
3. Additional Services and Service Terms
Services. From time to time, the Website may provide certain services (each a “Service”), which Services may be subject to the acceptance by you of additional terms and conditions of use which are specific to that Service (“Service Terms”) and all other operating rules, policies, and procedures that may be published on the Website by Company from time to time.
Inconsistency between Terms and Service Terms. If there is any inconsistency between these Terms and any applicable Service Terms, these Terms will prevail, but only to the extent of such inconsistency.
4. Change in Website or Services
We may change, eliminate or interrupt the Website or any of the Services for any reason whatsoever.
5. Acceptance and Modification of Terms
Monitor Changes. We encourage you to visit this page periodically to monitor any changes.
Revised Terms. We may revise these Terms from time to time and the most current version will be posted on the Website.
Notice of Material Changes to the Terms. If we make any material change to these Terms, we will post a notice on the Website that we have changed these Terms.
E-mail Notification of Changes. If we have your email address in your account information and you have given us permission to do so, we may (but are not required to) email you to provide notice that we have changed these Terms. We are not responsible if any email notice gets caught by your email filter and you do not see the email, if you provided us the wrong email address, if you failed to update your email address, or if there are other Internet or communications issues that prevent our email from reaching you.
Deemed Acceptance of Changed Terms. Even if we did not give you notice, your continued access to and use of the Website and/or Services following the posting of any changes to these Terms constitutes your acceptance of any changes. By continuing to access or use the Website and/or Services after changes become effective, you agree to be bound by the Terms as revised. If you do not agree to the Terms as revised, you may not access or use the Website and/or Services and should immediately exit the Website and stop using the Services.
6. Suspension and Termination of Access
Suspension and Termination of Access. We may suspend or terminate your access to the Website immediately without prior notice and without further obligation or liability to you for any reason whatsoever.
No Liability. In addition to the limitation of liability set out below, we will have no liability of any kind or any nature whatsoever to you solely by reason of any change, modification, suspension or discontinuance of the Website or any or all of the Services. You agree that you will not make any claim against Company, including with respect to any lost revenue, profits or opportunities as a result of such change, modification, suspension or discontinuance or on account of any expenditures made or actions taken in reliance on the expected continuation of the Website, the Services or these Terms.
7. Persons under the Age of Eighteen
The Website and Services are not intended to be used by, and are not marketed or directed towards, children or any person under the age of 18. To use and access the Website and Services you must be at least eighteen (18) years of age.
8. Service Fees and Charges
Services Fees. The Services we provide you are in exchange for the fees set out on the applicable invoice (“Fees”) and you are liable to pay for such Fees.
Agreement Respecting Fees. You agree:
- there are fees to use the Services,
- to only use the Services as set out on your invoice and for which you have paid Fees,
- to prepay the Fees and applicable taxes on an annual basis when ordering the Services,
- that Company, or our third party providers, who store your payment card information are authorized to charge your payment card the Fees;
- that if the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees, and
- the cost of the Services may change from time to time.
9. Accounts and Passwords
Creating an Account. To access and use certain features of the Website, you will need to create an account. As part of the process to create, register and maintain your account you must provide Company with certain current, complete, and accurate registration information, including your e-mail address, name, phone number, farm address, number of cows, identification number of each cow, and other data or information that has been requested by Company during the client account registration or renewal process (“Registration Data”).
Account Responsibilities. You agree that you will:
- maintain and update your Registration Data as necessary in order to keep such information current, complete, and accurate;
- maintain the confidentiality of any passwords or other account identifiers which you choose or that are assigned to you as a result of any registration or account creation with the Website;
- be responsible for all activities that occur under such password or account; and
- immediately notify Company of any unauthorized use of your password or account if the confidentiality of your password or your account is compromised.
Termination of Account. If you do not comply with the provisions of this section, we may immediately terminate your account.
No Liability. In addition to the limitation of liability set out below, we will not be responsible or liable to you, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section.
10. Personal Information
Definition. “Personal Information” means any information about an identifiable individual, such as your name, e-mail address, mailing address, gender, date of birth, any data about you that you elect to provide electronically through the Website and any other information that identifies who you are.
11. Monitoring Your Use of the Website
Third Party Content. The Website may include images, text, works, audio files, sounds and other content and data that are owned by third parties (“Third Party Content”). You agree that all of the terms and conditions of these Terms relating to the Website apply to your access to and use of any Third Party Content and you further agree to comply with any terms and conditions that are specific to the Third Party Content, including the terms and conditions specified under these Terms. We are not responsible, and assume no liability for, any Third Party Content.
Restrictions on Use of Content. All content and data made available by Company through the Website, including any Third Party Content (the “Content”) is owned solely and exclusively by Company and/or third parties. You may not:
- publish, publicly perform or display, or communicate to the public or otherwise distribute to any third party any Content;
- market, sell, re-sell or make commercial use of the Website or any Content;
- systematically collect from the Website and use any Content, including the use of any data mining, robots, or similar data gathering and extraction methods; or
- make derivative uses of the Website or Content.
User Content. If you make any information, data or content available to Company on or through the Website, including by contacting us, or providing comments or ideas about our Services or the Website (“User Content”), you are deemed to grant us a non-exclusive, transferable, sub-licensable, irrevocable, royalty-free, perpetual, worldwide license to store, use, copy, reproduce, modify, adapt, edit, translate, publish, perform and display any such User Content that you make available on, through, or in connection with the Website without any payment or restriction. You are solely responsible and liable for any User Content you make available on or through the Website or that is made available using your Website account. If you make User Content available, you represent that you have the right to do so.
Trademarks. All product, brand and company names and logos and trade-marks displayed on the Website or used in connection with the Services are the trade-marks of Company (or its suppliers, partner businesses or third party licensors). You may not use any of the trade-marks appearing on the Website or in connection with the Services without the express written consent of Company or the owner of the trade-mark, as appropriate.
13. Links to Other Resources
From time to time, we may provide hyperlinks on the Website to other websites or resources, including those operated by third parties. These links are provided for your convenience and we:
- are not responsible for the availability of such websites or resources;
- do not endorse or accept responsibility for the content of such external websites or resources; and
Limited Licence. Company hereby grants you a limited, non-exclusive, personal, non-transferable, non-sublicensable and revocable right and license to
- access the Website for the purpose of receiving the Services in accordance with these Terms; and
- access, view and print any information and documentation made available on the Website, for your personal, non-commercial and informational use only to assist you in the access and use of the Website and the Services.
No Other License. Except for the limited licenses and rights expressly granted to you in the Terms, these Terms do not grant you any other right or license, whether express or implied, by estoppel, or otherwise in or under any patent, trademark, copyright, or other intellectual property or proprietary right of Company or any third party.
15. Use Restrictions
General Use Restrictions. You agree that when using the Website you will not:
- post or transmit any files which contain viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties;
- post or transmit data or content which violates or infringes any third party rights, is false, misleading or inaccurate or is injurious to a third party or defames, libels or disparages any third party;
- except as expressly permitted by these Terms, provide, disclose, sublicense, distribute, transfer, assign or otherwise permit any third party to access, use, read or otherwise gain access to the Website;
- use the Website to provide the benefit of the use of your account, if any, to or for any other person;
- to the maximum extent permitted by applicable law, interfere with or circumvent any copyright or other technical protection mechanism or reverse engineer, decompile, disassemble, or otherwise in any manner deconstruct all or any part of the Website or any software or technology or content forming part thereof;
- post or transmit data which constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
- post or transmit data or content which would be considered a criminal offence, give rise to civil liability, or would otherwise violate the law;
- use any spider, robot or other automated or electronic agent to monitor or copy web pages or any content from the Website or for any other purpose in connection with your access to and use of the Website;
- take any action or use any program or device that may result in or is intended to interfere with the operation and functioning of the Website or to shut down, overload or overwhelm the Website; or
- copy, republish or redistribute any part of the Website, including by caching, framing or similar means, without our prior written consent.
Complying with Law. In addition to complying with these Terms, you agree to use the Website and Services for lawful purposes only and in a manner consistent with all applicable local, national or international laws and regulations, including all privacy and personal information laws. The Website and any Services will not be used where, and to any extent, such use is prohibited by law. Your use of the Website from any location is subject to your compliance with all applicable laws and regulations that may be applicable to you. You agree, and confirm, that your use of the Website is in full compliance with the laws of the jurisdiction(s) to which you are subject, and that you are not prohibited from using the Website due to any restriction whatsoever and that you have obtained all necessary consents and approvals required or reasonably necessary.
We may, in our discretion, without any obligation to do so and subject to the limitations of these Terms (or as may be posted on the Website from time to time), provide you with troubleshooting support concerning your use of the Website and any Services.
17. Website and Services Provided “AS IS”
YOU UNDERSTAND AND AGREE THAT THE WEBSITE, THE SERVICES, ANY COMPANY CONTENT AND OTHER INFORMATION, DATA AND MATERIALS AVAILABLE ON THE WEBSITE OR PROVIDED AS PART OF THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR HEREIN AND PERMITTED UNDER APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE, AND INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, TITLE OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND ANY CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
COMPANY DOES NOT OFFER ADVICE OR RECOMMENDATIONS CONCERNING INFORMATION OR DATA CONTAINED IN ANY SERVICES OR COMPANY CONTENT AND ANY ACTIONS TAKEN, OR FAILURES TO ACT, IN RELIANCE ON ANY COMPANY CONTENT (OR OTHERWISE ON THE SERVICES) BY YOU OR ANY OTHER PERSON IS YOUR SOLE RESPONSIBILITY AND LIABILITY. COMPANY SPECIFICALLY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE OR ANY OF THE SERVICES (INCLUDING THE PROVISION OF ANY COMPANY CONTENT) WILL BE ACCURATE, RELIABLE, COMPATIBLE WITH YOUR COMPUTER, OR COMPLETE OR WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT ANY ERRORS CAN OR WILL BE CORRECTED OR THAT ANY SERVICES, COMPANY CONTENT, DATA OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE WEBSITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL ELEMENTS.
YOU ACKNOWLEDGE THAT COMPANY DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THE WEBSITE. EXCEPT AS OTHERWISE AGREED IN WRITING, COMPANY AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE WEBSITE.
IF YOU ARE DISSATISFIED WITH THE WEBSITE, THE SERVICES OR WITH ANY OF THE TERMS, CONDITIONS, GUIDELINES, PRACTICES OR POLICIES OF COMPANY IN OPERATING THE WEBSITE AND IN PROVIDING THE SERVICES YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO DISCONTINUE USING THE WEBSITE AND SERVICES.
18. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL COMPANY, BE LIABLE TO YOU, OR TO ANY OTHER PARTY, FOR ANY LOSSES, COSTS OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF (OR THE INABILITY TO USE) THE WEBSITE, SERVICES, OR ANY COMPANY CONTENT OR THIRD PARTY CONTENT (REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, EQUITY, STRICT LIABILITY, BY STATUTE OR OTHERWISE AND REGARDLESS OF THE OCCURRENCE OF A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE).
IN NO EVENT WHATSOEVER WILL ANY OF COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND THIRD-PARTY CONTRACTORS, SUPPLIERS AND LICENSORS (COLLECTIVELY THE “COMPANY PARTIES”) BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF WEBSITE OR THE PROVISION OF THE SERVICES (INCLUDING IN ANY CONNECTION WITH THE TRANSMISSION OR DOWNLOADING OR STORAGE OF ANY DATA OR SUBMISSIONS TO OR FROM THE WEBSITE OR THE USE OF, OR RELIANCE ON, ANY COMPANY CONTENT OR OTHER INFORMATION OR DATA CONTAINED ON OR PROVIDED THROUGH THE WEBSITE OR SERVICES, OR LOSS OF OR DAMAGE TO FILES OR DATA OR ANY COSTS OF RECOVERING OR REPRODUCING ANY FILES OR DATA OR LOSS OF USE OR LACK OF AVAILABILITY OF SERVICES OR ANY BUSINESS INTERRUPTION OR LOSS OF REVENUE OR PROFIT OR ANY OTHER ECONOMIC LOSS WHATSOEVER) HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND WHETHER OR NOT FORESEEABLE, EVEN IF ANY COMPANY PARTIES HAVE BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.
THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE AND USE OF THE WEBSITE, SERVICES AND ANY PROVIDED SUPPORT IS ASSUMED BY YOU.
Company will not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.
The terms and conditions of these Terms that limit liability reflect an informed voluntary allocation of risk; such allocation represents a material part of these Terms. You agree that the limitations of liabilities set out in these Terms are fair and reasonable in the circumstances.
The Website is administered by Company from a site that is located in Ontario, Canada. You acknowledge and agree that your use of the Website and all of the communications, transmissions and transactions associated with the Website and the provision of the Services will be deemed to have occurred in the Province of Ontario, Canada. You agree that these Terms will be exclusively governed by, construed and interpreted in accordance with the laws of the Province of Ontario, Canada and that federal laws of Canada applicable therein and that the law of the Province of Ontario is the proper law. You irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Ontario in respect of all matters and disputes arising hereunder.
You expressly agree that, in the event that there is a dispute under these Terms and such dispute is to be resolved in a court of law, such dispute will not be resolved by jury trial and you hereby waive any right to trial by jury.
No delay or omission by Company to exercise any right or power it has under these Terms or to object to the failure of any covenant of you to be performed in a timely and complete manner, will impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. Any waivers by Company must be in writing and signed by an authorized representative of Company.
22. Entire Agreement
These Terms, together with any applicable Service Terms, constitute the entire agreement between you and Company as it relates to the access to, and use of, the Website and Services and the subject matter of these Terms and supersede all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral between Company and you.
In these Terms:
- words denoting the singular include the plural and vice versa;
- all use of the word “including” means “including, without limitation,” throughout these Terms;
- the division of these Terms into separate sections, subsections and the insertion of headings is for convenience only and will not affect the construction or interpretation of these Terms;
- words or abbreviations which have well-known or trade meanings are used herein in accordance with their recognized meanings; and
- you and Company agree that these Terms will not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of these Terms.
If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of these Terms, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable will not be affected thereby, and each such provision of these Terms will be valid and enforceable to the extent permitted by law.
25. Electronic Documents
This electronic document, and all other electronic documents referred to or incorporated herein, will be:
- deemed for all purposes to be a “writing” or “in writing”, and to comply with all statutory, contractual, and other legal requirements for a writing; and
- legally enforceable as a signed agreement.
A printed version of these Terms and any notice given in electronic form will be admissible in judicial proceedings or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
To the extent permitted by applicable law, the disclaimers, limitations on liability, termination, interpretative provisions, and your warranties and indemnities will survive any termination of these Terms. Company will not be required to refund to you any amounts prepaid, if any, for use of the Website or any Services if Company has terminated your account or your use of, or access to, the Website and/or any of the Services for breach of these Terms. Company may also terminate your access to the Website without notice at any time for any reason whatsoever, and any Fees paid by you in advance, if any, will be refunded on a pro rata basis.
These Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with Company’s prior written consent. Company may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.
Effective Date: February 1st, 2018