Terms and Conditions
1. Terms and Conditions
These terms and conditions, together with any documents expressly incorporated by reference (the “Terms & Conditions”) govern your (“You”, “Your”, as applicable) access to and use of Response Biomedical Corporation’s (“RBM”, “We”, “Us” or “Our”, as applicable) website www.responsebio.com (the “Website”) and other services that we may offer (collectively, the “Other Services” and together with the Platform, the “Services”). Subject to applicable laws, We may update or change these Terms & Conditions from time to time in Our sole discretion. You acknowledge that it is Your responsibility to periodically review these Terms & Conditions and any applicable changes and You hereby waive any entitlement to notice of changes to the terms and conditions contained herein. Your continued use of the Website after a change to these Terms & Conditions will be deemed to constitute Your acceptance of the revised Terms & Conditions. If You do not agree with any such amendment, then: (a) You are required to immediately cease accessing or using the Website; and (b) these Terms & Conditions will terminate immediately and without notice to You.
PLEASE READ THESE TERMS & CONDITIONS CAREFULLY BEFORE YOU ACCESS OR USE THE WEBSITE.
BY INDICATING YOUR AGREEMENT OR OTHERWISE ACCESSING OR USING THE WEBSITE, YOU REPRESENT AND WARRANT TO US THAT YOU HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE, HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THESE TERMS & CONDITIONS, AND YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS & CONDITIONS. IF YOU ARE NOT OF THE LEGAL AGE REQUIRED TO FORM A BINDING CONTRACT IN YOUR JURISDICTION, YOU REPRESENT AND WARRANT TO US THAT YOU HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THESE TERMS & CONDITIONS. IF YOU ARE AGREEING TO THESE TERMS & CONDITIONS ON BEHALF OF ANOTHER PERSON OR ENTITY, THEN YOU REPRESENT AND WARRANT TO US THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY TO THESE TERMS AND CONDITIONS.
IF YOU DO NOT AGREE TO BE BOUND BY ANY PART OF THESE TERMS & CONDITIONS, YOU ARE NOT PERMITTED TO USE THE WEBSITE AND MUST CEASE ANY ACCESS OR USE OF THE WEBSITE IMMEDIATELY.
2. Term and Termination
The term of these Terms & Conditions will commence on the earliest date that You first use, access, or visit the Website, and will continue in full effect until termination of these Terms & Conditions (the “Term”).
These Terms & Conditions shall automatically terminate without notice and without further obligation to You if You fail to comply with any terms herein. Additionally, We may terminate these Terms & Conditions or suspend Your access to or use of the Website at any time at Our convenience and without any notice or obligation to You. Upon any such termination, You are required to immediately stop accessing or using the Website.
Upon termination or expiry of these Terms & Conditions, the grant of the license to You to use the Website described in Section 3 shall terminate. All other sections in these Terms & Conditions shall survive any such termination or expiry.
3. Access to the Website
Conditional on Your acceptance and compliance with these Terms & Conditions, You are hereby granted a limited revocable, non-transferrable, non-assignable, non-sublicensable, non-exclusive, personal license to use the Website for the Term in accordance with these Terms & Conditions and any other terms, conditions, instructions, or guidelines made available by Us through or in connection with the Website.
4. Acceptable Use
You agree not to do any of the following in connection with Your access to or use of the Website: (1) engage in any activity that degrades the performance or availability of the Website; (2) modify or attempt to modify the Website in any way, including by injecting, including, or posting any software, code, instructions, or malware in or to the Website; (3) compromise, violate, circumvent, assess, scan, test, or otherwise impact the security of or gain unauthorized access to the Website or any of Our information technology assets (including any servers, systems, hardware, software, or networks), or attempt to do any of the forgoing; (4) scrape, crawl, or data mine the Website, or use any similar data gathering or extraction methods unless otherwise authorized by Us; (5) reverse engineer, copy, reproduce, publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, or create derivative works of the Website or any part thereof; (6) violate these Terms & Conditions or any policies We may adopt in connection with the Website from time-to-time; (7) breach any applicable laws, rules or regulations, or infringe upon any third party’s rights or other rights (including intellectual property rights, privacy rights, and publicity rights); or (8) use the Website, or any part thereof (i) for the benefit of any other person or entity, (ii) to create any software, components, designs or tools, including for the purpose of emulating the Website or enabling the replacement of the Website, (iii) in competition with Us in any way, or (iv) for any commercial purpose whatsoever. You will not cause, assist, encourage, or permit any third party to do any of the foregoing. If You breach any of the foregoing, or any other provision of these Terms & Conditions, We may take whatever steps We deem necessary to protect the Website, Our business and Our other users, including, without limitation, suspending Your access to the Website (or any part thereof) and/or terminating these Terms & Conditions.
5. Links to Third-Party Sites
The Website may contain links or references to third-party internet sites (“Linked Sites”). The Linked Sites are not under Our control and We are not responsible for the contents of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. We are not responsible for webcasting or any other form of transmission received from any Linked Site, nor are We responsible if a Linked Site is not working appropriately. We are providing these links to You only as a convenience, and the inclusion of any link does not imply endorsement by Us of any Linked Site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use applicable to the Linked Sites.
6. Privacy
We collect, use and disclose personal information collected in connection with the Website in accordance with Our privacy policy.
7. Security
We have implemented and maintain technical and organizational measures (the “Security Measures”) which are designed to protect the Website and to secure any information disclosed to Us by You. However, We cannot guarantee that Our Security Measures will never be defeated or compromised. Accordingly, to the fullest extent permitted by applicable law, You acknowledge and agree that We are not responsible or liable for any unauthorized or third party hacking, access, use, alteration, or disclosure of any such information (including personal information).
8. Fees
There are no fees associated with Your use of the Website, however We reserve the right to, in the future, charge fees for the Website.
9. Indemnification
You agree to defend, indemnify and hold Us harmless from any damages, losses, penalties, liabilities, costs, claims, allegations, actions, or demands (including any legal or accounting fees) in connection with: (1) Your access to or use of the Website; (2) Your breach of these Terms & Conditions or any applicable laws; (3) Your fraud, negligence, or willful misconduct; or (4) any content, information, or data that You upload or share through the Website.
10. Exclusion of Warranties
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES. A PORTION OR ALL OF THE FOLLOWING EXCLUSIONS OR LIMITATIONS MAY THEREFORE NOT APPLY TO YOU.
To the fullest extent permitted by applicable law, the Website is provided “as-is”, “with all faults” and “as available”, in each case, without any representations, warranties, conditions, or guarantees of any kind. We, on behalf of ourselves and our suppliers and hosting providers, hereby disclaim all representations, warranties, conditions, and guarantees with respect to the Website, whether express or implied, oral or written, legal or statutory, or arising from course of dealing or usage of trade, including with respect to merchantability, merchantable quality, quality or fitness for a particular purpose, non-infringement, availability, accuracy, completeness, usefulness or reliability. We provide no warranty that the Website will meet Your requirements or that their operation or provision will be uninterrupted or free of errors, vulnerabilities, viruses/malware or other harmful conditions or components. We provide no warranty that any defects in the Website can or will be corrected or that the Website will continue to be made available.
11. Limitation of Liability
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. A PORTION OR ALL OF THE FOLLOWING LIMITATIONS MAY THEREFORE NOT APPLY TO YOU.
To the fullest extent permitted by applicable law, under no circumstances will We or any of our suppliers or hosting providers be liable to You for any direct or indirect losses or damages arising out of or in connection with Your access to or use of the Website, any loss of data, or a third party’s or Your use of or inability to use the Website including, without limitation, a third party’s or Your reliance on the Website. This is a comprehensive limitation of liability that applies to all losses and damages of any kind (including, but not limited to, direct, indirect, incidental, consequential, special, punitive, and exemplary damages, loss of revenue, loss of income, loss of profit, loss of data, and loss of opportunity), whether in contract, strict liability, negligence or other tortious action, even if We or an authorized representative of Us have been advised of, should have known of, or has express knowledge of the possibility of such damages. To the fullest extent permitted by applicable law, if You are dissatisfied with the Website or with these Terms & Conditions, Your sole and exclusive remedy is to cease accessing and using the Website immediately. If any part of the limitations or exclusions of liability in these Terms & Conditions are found to be invalid or unenforceable for any reason, then, to the fullest extent permitted by applicable law, Our liability will not exceed $100 CAD.
You acknowledge that the forgoing limitations and exclusions of liability are reasonable in the commercial circumstances contemplated herein (including because We are providing the Website at no charge to You) and that We have relied on such limitations and exclusions in entering into these Terms & Conditions.
12. Non-Endorsement and Release
You acknowledge that the Website is made available as a convenience and We are not responsible to You for the accuracy, completeness, appropriateness, legality or applicability of any content or anything said, depicted, written or done on or in the Website, including without limitation, any information that You may obtain or have access to by using the Website. To the fullest extent permitted by applicable law, You hereby release and forever discharge Us from any and all actions, causes of actions, claims, damages and liabilities that You may incur as a result of Your use of the Website.
13. Ownership
All right, title and interest in and to the Website, including any and all intellectual property rights and all modifications and additions thereto, shall at all times remain with Us or any third party from/to whom We have licensed or procured software, technology or other elements. You are invited to provide Us with suggestions, comments, or other feedback with respect to the Website (“Feedback”). However, even if You designate it as confidential, it will not create any confidentiality obligation for Us, and You, upon disclosing such Feedback, grant to Us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, assignable, fully paid-up, and royalty-free license to use and exploit the Feedback.
14. Independent Contractors
For all purposes, We are an independent contractor to You, and You will not represent that We have authority to assume or create obligations on behalf of You.
15. Assignment and Subcontracting
You may not assign or subcontract these Terms & Conditions without Our prior written consent. We may assign or subcontract these Terms & Conditions at Our discretion at any time and without notice to You.
16. Notices
All notices to be sent to Us in connect with these Terms & Conditions must be in writing and sent to customersupport@responsebio.com.
17. Waiver and Limitation
The waiver by Us of any default or breach of any term of these Terms & Conditions shall not constitute a waiver of any other or subsequent default or breach. No failure or delay by Us in exercising any right, power or remedy under these Terms & Conditions will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or remedy by Us under these Terms & Conditions. All waivers by Us must be in writing and signed by an authorized representative. To the fullest extent permitted by applicable law, no action, regardless of form, arising out of these Terms & Conditions may be brought against Us more than one year after the cause of action has accrued.
18. Severability
If any provision of these Terms & Conditions is determined to be unenforceable, invalid or in breach of any law by any tribunal, public body or court of competent jurisdiction for any reason whatsoever, the unenforceability or invalidity of such provision shall not affect the enforceability or validity of the remaining provisions of these Terms & Conditions and such unenforceable or invalid provision shall be severed from the remainder of these Terms & Conditions and as so modified these Terms & Conditions shall continue in full force and effect.
19. Governing Law and Jurisdiction
To the extent permitted by applicable law, these Terms & Conditions shall be governed by and interpreted in accordance with the laws of the Province of British Columbia, without reference to conflict of laws provisions or principles, and the federal laws of Canada applicable therein. To the fullest extent permitted by applicable law, each of the parties hereto irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia located in Vancouver, British Columbia.
20. Waiver of Class Actions
To the fullest extent permitted by applicable law, the parties agree that any dispute arising out of or in connection with the Platform or the Website or these Terms & Conditions shall be resolved by individual court action. For clarity, to the fullest extent permitted by applicable law, You hereby waive any right You may have for any dispute arising out of or in connection with the Website or these Terms & Conditions to be arbitrated or litigated as a class proceeding or on a consolidated basis, or on bases involving disputes brought in a purported representative capacity.
21. Language
The parties hereto have expressly requested that the Terms & Conditions and all ancillary documents be drafted in English. Les parties aux présentes ont expressément requis que la présente entente et tous les documents y afférents soient rédigés en langue anglaise.
22. Entire Agreement
These Terms & Conditions, as well as any policies We may adopt in connection with the Website hereto, constitute the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of these Terms & Conditions.
