Last Updated: December 19, 2019

Overview

These Terms and Conditions of Service (the “Terms”) explain how you may use the Metagenom Bio™ websites metagenom.com and all their associated webpages (the “Sites”).

You should read these terms and conditions of service (“Terms”) carefully before using the Sites.

If you access or use the Sites, or otherwise indicating your consent, you agree to be bound by these Terms and the Privacy Notice they incorporate.

If you do not agree with or accept these Terms in full or in part, you should stop using the Sites immediately.

Any new features or tools that may be added to the Sites will also be governed by these Terms. MBLS reserves the right to update and change these Terms by posting updates and changes to these Terms on the Sites. You should check the Terms from time to time for any updates or changes that may impact you.

You can review the Detailed Terms and Conditions of Service at https://metagenom.com//terms-of-use.

If you have any questions about the Sites, please contact us at info@metagenom.com.

1. Introduction

These Terms and Conditions of Service (the “Terms”) explain how you may use the Metagenom Bio™ websites metagenom.com and all associated web pages (the “Sites”).

You should read these Terms carefully before using the Sites. By accessing or using this Sites, or otherwise indicating your consent, you agree to be bound by these Terms and the documents to which these Terms may refer, including the Privacy Notice.

If you do not agree with or accept these Terms in full or in part, you should stop using the Sites immediately. If you have any questions about the Sites, please contact us at info@metagenom.com.

2. Definitions

“Content” means any text, images, video, audio or other multimedia content, software or other information or material submitted to, subsisting on or accessible from the Sites.

“we”, “us” or “our” means Metagenom Bio Life Science Inc. “(MBLS)”.

“you” or “your” means the person accessing or using the Sites or the Content, either as a visitor or to purchase any products or services offered on the Sites.

3. Privacy Notice

Our Privacy Notice is included by reference in these Terms. If there are inconsistencies between the Terms and the Privacy Notice, then these Terms will control.

4. Additional Terms

These Terms may also be supplemented or replaced by additional terms relating to specific Content, products or services made available or supplied by us on the Sites (“Additional Terms“).

Additional Terms will be made available on relevant pages of the Sites and will be flagged for your review and acceptance before you engage with the specific Content, product, or service to which they may apply.

If there are inconsistencies between these Terms and the Additional Terms, then the Additional Terms will control.

5. Accessibility

We seek to make the Sites accessible to all. If you have any problems accessing the Sites or the Content, please contact us at info@metagenom.com.

6. Restrictions on use

6.1 You agree that, when using the Sites, you:

1. Will not use the Sites for any purpose that is unlawful under applicable law or prohibited, explicitly or implicitly, by these Terms;
2. Will not post materials that contravene, or that facilitate or promote activities that contravene, applicable laws.
3. Will not defame or disparage anyone or make any obscene, derogatory or offensive comments about us, the Sites, or the Content in a way that brings us or any third party into disrepute or causes us to be liable to any third party;
4. Will not use the Sites to promote or condone hate or violence against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, veteran status, or other forms of discriminatory intolerance;
5. Will not reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way the Site or its Content except as these Terms or any Additional Terms allow, or as expressly provided under applicable law;
6. Will not use the Sites to distribute viruses or malware or other similar harmful software code or to transmit unsolicited commercial electronic messages;
7. Will not represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so with you in writing; and
8. are solely responsible for all costs and expenses you may incur in relation to your use of the Sites.

6.2 We reserve the right to block your access to the Sites if you do not comply with any part of these Terms or applicable law.

7. Personal and confidential information

Other than the information required on a Contact Us page or the shipping page, you should not post any materials that contain personally identifiable information, sensitive personal information, or confidential information, such as dates of birth, credit card numbers, or identification numbers.

8. Our Rights

We reserve the right to:

1. Modify, suspend, or terminate the Sites for any reason and at any time without notice to you;
2. modify, discontinue, suspend, or reprice any of our products or services, for any reason and at any time without notice to you, without liability to you or to any third-party;
3. for any reason, without notice at any time;
4. refuse to sell products or service to anyone for any reason at any time; and
5. to report verbal or written abuse of any kind to the authorities (including threats of abuse or retribution) toward another user of the Sites and our customers, employees, contractors, directors, or officers.
6. Ownership, use and intellectual property rights

9.1 Metagenom Bio Life Science Inc. or its licensors own or control all the intellectual property rights including copyright, trade-marks, domain names, design rights, database rights, patents – all whether registered or unregistered anywhere in the world – in the Sites, the Content, and our products and services.

9.2 You agree not to adjust to try to circumvent or delete any intellectual property notices contained on the Site and in particular in any digital rights or other security technology embedded in any Content.

9.3 Nothing in these Terms grants you any rights in the Site or the Content other than to allow you to access and use the Sites.

10. Trade-marks

10.1 Metagenom™ and Metagenom Bio™ is a trade-mark of Metagenom Bio Life Science Inc. Other trade-marks and trade names may also be used on the Sites.

10.2 You will only use any trade-marks or any other Content on the Sites as allowed in these Terms.

10.3 You do not have any rights to use any trade-marks on the site without our, or our licensors, prior written permission.

11. Submitting Information to the Site

11.1 If you post any material to the Sites, you acknowledge and agree that, subject to our Privacy Notice, we are entitled to use such information in any manner we see fit, including to reproduce, transmit, publish, and post it, on any medium anywhere in the world free of charge. We will not be subject to any obligation of confidentiality and will not be liable for any use and/or disclosure of such materials.

11.2 You represent and warrant that any material you post on our Sites is your own or you have the all applicable rights to post such material. You acknowledge and agree that you waive all moral rights you may have in any such materials.

11.3 Any personal information you provide with your material will be subject to our Privacy Notice.

12. Accuracy of information and availability of the Site

12.1 While we use reasonable efforts to include accurate and up-to-date information on the Sites, we do not represent, warrant, or promise (whether expressly or by implication) that any Content is or remains available; is accurate, complete and up to date; is free from bugs, errors or omissions; or is fit or suitable for any purpose. Content on the Site is provided for your general information purposes only and to inform you about us and our products and features that may be of interest to you. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purpose. If you rely on any Content or information on the Sites, you do so at your own risk. Nothing in these Terms shall operate to prejudice any mandatory statutory requirement or your statutory rights.

12.2 While we make commercially reasonable efforts to ensure that the Sites are available, we do not represent, warrant, or guarantee in any way the Sites will be available at all times or function uninterrupted.

13. Hyperlinks and third-party sites

13.1 The Site may contain hyperlinks or references to third party websites. Such hyperlinks or references are provided for your convenience only.

13.2 We have no control over third party websites and accept no responsibility for any content, material or information contained on them.

13.3 The display of any hyperlink and reference on our Sites to any third-party website does not constitute our endorsement of those websites, products, or services.

13.4 Your use of third-party sites is governed by the terms and conditions of those sites and we will not take part in any dispute that may arise between you and a third-party.

13.5 Under no circumstances will we be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any third-party services or your contractual relationship with any third-party. These limitations shall apply even if we had been advised of the possibility of such damages.

13.6 You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, contractors, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a third-party site or your relationship with a third-party provider.

13.7 These limitations shall apply to the fullest extent permitted by applicable law.

14. Warranties and limitation of liability

14.1 You expressly understand and agree that the Sites are available for your use “as is” and “as available”. Unless expressly required by applicable law, we make no representations, warranties, conditions or other terms (whether express or implied) about the Sites, including without limitation as to the completeness, accuracy, and currency or any Content, or as to their satisfactory quality, or fitness for a particular purpose. You use the Sites and the Content at your own risk;

14.2 We do not warrant that the quality of any products or services you purchased on our Sites will be reliable, meet your expectations, or be fit for a particular purpose.

14.3 To the maximum extent permitted by applicable law, we exclude all liability (whether arising in contract, tort, breach of statutory duty or otherwise) which we may otherwise have to you as a result of any error or inaccuracies in any Content, the unavailability of the Sites for any reason, or any representation or statement we made on the Sites.

14.4 For any direct, indirect, incidental, special, consequential, or exemplary damages, however they arise, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses; resulting from (i) your use of, or inability to use, the Sites, our products, or our service, (ii) because of the acts or omissions of any third-party, such as other users of the Sites, (iii) these Terms, or (iv) any other use of the Sites and use or reliance on their Content.

14.5 Any exclusions and limitations of liability in these terms shall be subject to the Additional Terms in respect of matters covered by those Additional Terms and as otherwise required by law.

14.6 You agree to indemnify and hold us and our parent, subsidiaries, affiliates (as applicable), and the respective officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms or the Privacy Notice, or your violation of any law or the rights of a third party.

15. Privacy & Data Protection

MBLS is firmly committed to protect the privacy of your personal information. By using the Sites and our products and services, you acknowledge and agree that our collection, use and disclosure of this personal information is governed by our Privacy Notice.

16. For Users and Customers Located in the European Economic Area (EEA)

16.1 Definitions. In this Section 16, the following terms have the following meaning:

1. “Data Protection Legislation” means European Directives 95/46/EC and 2002/58/EC, and any legislation and/or regulation implementing or made pursuant to them, or which amends or replaces any of them (including the General Data Protection Regulation, Regulation (EU) 2016/679);
2. “Data Processor”, “Data Subject”, “Processor”, “Processing”, and “Subprocessor”shall be interpreted in accordance with applicable Data Protection Legislation;
3. “Personal Data” as used in this Addendum means information relating to an identifiable or identified Data Subject who visits or engages in transactions through our store (a “Customer”), which we process as a Data Processor in the course of providing you with our products or services. Notwithstanding the foregoing sentence, Personal Data does not include information that we processes in the context of products or services that we provide directly to a Consumer; and
4. All other capitalized terms in this Section 16 shall have the same definition as in the Agreement.

16.2 When MBLS Processes Personal Data in the course of providing the Sites, products, or services, it:

1. Process the Personal Data as a Data Processor, only for the purpose of providing the products or services offered on the Sites;
2. Will notify you, unless prohibited by law to do so, when it is required by law to Process Personal Data for any other purpose;
3. Will notify you promptly, to the extent permitted by law, if it receives an inquiry or complaint from a Data Subject or Supervisory Authority about or Processing of the Personal Data;

16.3 You acknowledge and agree that in the course of offering the Sites and providing our products and services, we may use Subprocessors in the United States to Process the Personal Data. Our use of any specific Subprocessor to process Personal Data must be in compliance with the EU-U.S. Privacy Shield and the Swiss-U.S. Privacy Shield Framework.

16.4 Additional details about our Personal Data handling practices are available in or Privacy Notice.

17. General

17.1 You acknowledge and agree that we reserve the right to vary these Terms from time to time and a log of such changes will appear in the Change Log at the bottom of these Terms. When any sections of these Terms are modified, the website will display an alert prompting you to review the changes. By continuing to use the Site after you receive such notice you implicitly consent to be bound by the terms in effect on that date. It is your responsibility to check these Terms and the Change Log from time to time. Your use and access of Site is subject to the Terms in effect on the date of your visit. If you do not agree to any changes to the Addendum, do not continue to use the Sites.

17.2 We are not liable to you for our breach of these Terms caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion, accident, cyber or terrorist attacks.

17.3 If any provision or part of a provision of these Terms is held to be illegal or unenforceable by a court of competent jurisdiction, then that provision shall be severed and shall be inoperative, and the remainder of these Terms will remain operative and binding on the parties.

17.4 If we choose not to enforce any right that we have against you at any time, this does not prevent us from later deciding to exercise or enforce that right.

17.5 These Terms, together with the Privacy Notice and any applicable Additional Terms, and any other documents incorporated by reference in these Terms, contain the entire understanding and agreement between us and you in relation to your use of the Sites and your purchase and use of our products and services, and supersede any prior agreements between you and us (including, but not limited to, any prior versions of these Terms).

17.6 You may not assign, sub-license or otherwise transfer any of your rights and obligations in these Terms to any other person without our prior written consent, which we may give or withhold, at our sole discretion. MBLS may assign these Terms without notice to you or consent from you.

17.7 These Terms shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. You and we irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim that may arise from or in connection with these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

17.8 These Terms will be binding upon and inure to your and our benefit and to your and our respective heirs, successors, permitted assigns and legal representatives.

17.9 Questions about the Terms of Service should be sent to info@metagenom.com.

These Terms are in effect as of December 19, 2019.