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READ THESE TERMS OF USE CAREFULLY AS THEY GOVERN YOUR USE OF THE WEBSITE AND CONTAIN
IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE
INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT
GOVERNS HOW DISPUTES WILL BE RESOLVED.
IF YOU HAVE ANY QUESTIONS WITH RESPECT TO THIS AGREEMENT, PLEASE CONTACT AT:
(403) 270 -9355 OR E-MAIL: INFO@CALGARYNATUROPATHIC.COM
1. INTRODUCTION
This website (the "Website") is operated by Jeoffrey Drobot Naturopathic
Corporation ("JDNC"). Access and use of the Website (and its related
services) is provided by JDNC to you on condition that you accept this Agreement.
By accessing, browsing, registering on, downloading pages from and/or otherwise
using this Website, you agree to accept and comply with this Agreement. You further
agree that this Agreement is like any written negotiated agreement signed by you,
and you agree to be bound by, and fully comply with, its terms and conditions.
JDNC makes no representation that the information contained on the Website or the
products described or offered on the Website are appropriate, available, or legal
in any particular jurisdiction. Those who choose to access or otherwise use the
Website (by, for example, purchasing products thereon) do so on their own initiative
and are solely responsible for compliance with local laws, if and to the extent
local laws are applicable.
YOU AGREE THAT YOU WILL NOT ACCESS THE WEBSITE FROM ANY JURISDICTION WHERE THE SERVICES
AND PRODUCTS DESCRIBED OR OFFERED ON THE WEBSITE ARE ILLEGAL, AND THAT YOU, AND
NOT JDNC, ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH THE LAWS OF YOUR JURISDICTION
AND ANY OTHER APPLICABLE LAW.
You agree to use the Website only for lawful purposes, and that you will not use
the Website in any manner that interferes with its normal operation or with any
other user's use and enjoyment of the Website. You further agree that you will not
access the Website by any means except through the interface provided by JDNC for
access to the Website. Creating or maintaining any link from another website to
any page on the Website without the prior written authorization of JDNC is prohibited.
Any permitted links to the Website must comply with all applicable laws, rule and
regulations.
YOU MUST BE AT LEAST THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE TO USE
THIS WEBSITE, AND FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS AND CONDITIONS
SET OUT IN THIS AGREEMENT.
If you do not comply with this Agreement at any time, we reserve the right to cancel
or terminate your access to the Website (or any part thereof) and/or your user account,
if any. In JDNC's sole discretion and without prior notice or liability to you or
any third party, we may suspend, discontinue, modify or alter any aspect of the
Website including, but not limited to: (i) restricting the time the Website is available;
(ii) restricting the amount of use permitted; and (iii) restricting or terminating
any user's right to use the Website. You agree that any termination or cancellation
of your access to, or use of, the Website may be effected without prior notice.
If you do not comply with this Agreement at any time, we reserve the right to cancel
or terminate your access to the Website (or any part thereof) and/or your user account,
if any. In JDNC's sole discretion and without prior notice or liability to you
or any third party, we may suspend, discontinue, modify or alter any aspect of the
Website including, but not limited to: (i) restricting the time the Website is available;
(ii) restricting the amount of use permitted; and (iii) restricting or terminating
any user's right to use the Website. You agree that any termination or cancellation
of your access to, or use of, the Website may be effected without prior notice.
You further agree that your only right with respect to any dissatisfaction with
any modification or discontinuation of or to the Website, or any policies or practices
by JDNC in providing the Website, including without limitation any change in content,
is to cease using the Website and cancel or terminate your subscription or registered
user account, as applicable.
2. YOUR ACCOUNT
In order to make a purchase on the Website, you will be required to
establish a user account (a "User Account"). To do so, you will need to provide us with certain information
("Account Information").
You agree that the Account Information you provide is true, accurate, current and
complete. If any of your Account Information changes, you must update it by using
the appropriate update mechanism on the Website, if available. Otherwise, you agree
to contact our
Privacy Officer as described in our
Privacy Policy. If you provide any information
that is false, inaccurate, outdated or incomplete, or JDNC has reasonable grounds
to suspect that such information is false, inaccurate, outdated or incomplete, JDNC,
in its sole discretion, has the right to suspend or terminate your account and prohibit
any and all current or future use of the Website (or any portion thereof) by you.
You are solely responsible for all usage or activity on your User Account
including, but not limited to, use of your User Account by any person who uses your
Account Information, with or without authorization, or who has access to any computer
on which your account resides or is accessible. You may not sub-license, transfer,
sell or assign your User Account, your Account Information and/or this Agreement
to any third party without our written approval. Any attempt to do so will be null
and void and shall be considered a material breach of this Agreement. If you have
reason to believe that your account is no longer secure (for example, in the event
of a loss, theft or unauthorized disclosure or use of your Account Information),
you must promptly change the affected Account Information by using the appropriate
update mechanism on the Website, if available, or notify our
Privacy Officer as described in our
Privacy Policy.
3. PRIVACY POLICY
Use of the Website is subject to the terms of our
Privacy Policy (“Privacy
Policy” ), which is hereby incorporated into and made part
of this Agreement. By using the Website, you agree to be bound by the terms of our
Privacy Policy.
4. AMENDMENTS TO THE WEBSITE
Although JDNC does not constantly monitor the Website, it nevertheless expressly
reserves the right, but undertakes no duty, to review, edit, move or delete any
material provided for display or placed on the Website, in its sole discretion,
without notice. This includes, but is not limited to, the right to correct pricing
or typographical errors that may occur on the Website.
5. AMENDMENTS TO THIS AGREEMENT
From time to time, JDNC may amend this Agreement. An example of such
an amendment is the inclusion of additional terms of usage that apply to either
specific parts of the Website or the Website in its entirety ("Additional Terms"). Continued access of the
Website by you will constitute your acceptance of any changes or revisions to the
Agreement.
6. INTELLECTUAL PROPERTY
All Website design, text, graphics, sound, software and other content, and the selection
and arrangement thereof, are the property of JDNC or its licensors, and are protected
by local, national and international copyright, trademark and other intellectual
property laws. You may not modify, copy, reproduce, republish, upload, post, transmit
or distribute in any way any material, including code and software, from the Website.
You may download material from the Website and may use the Website for your personal
use only, provided you keep intact all copyright and other proprietary notices.
7. UNSOLICITED SUBMISSIONS
In order to avoid potential misunderstandings or disputes, JDNC does
not accept or consider unsolicited ideas or suggestions ("Submissions"). If you send Submissions to JDNC or the Website, you automatically
grant (or warrant that the owner of the Submissions grants) to JDNC and its successors,
assigns and licensees a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive,
world-wide, assignable, sub-licensable, right and license to use and exploit the
Submissions or any ideas, concepts, know-how or techniques associated with the Submissions
for any purpose whatsoever, commercial or otherwise, using any form, media or technology
now known or later developed, without providing any attribution or compensation
to you or any other person, without any liability whatsoever, and free from any
obligation of confidence or other duties on the part of JDNC or its successors,
assigns and licensees, and you agree, represent and warrant that all moral rights
in the Submissions are waived in favour of JDNC and its successors, assigns and
licensees.
8. INDEMNIFICATION
You agree to indemnify JDNC, and its respective affiliates, directors, employees,
agents, representatives, suppliers, content providers, and the like (collectively,
the "Affiliates") and to defend and hold each of them harmless, from any
and all claims and liabilities (including legal fees) which may arise from your
unauthorized use of material obtained through the Website, or from your breach of
this Agreement, or from any such acts through your use of the Website.
9. DISCLAIMER OF WARRANTY
You acknowledge that you are using the Website at your own risk. The
website is provided "as is", and JDNC and its "Affiliates" hereby expressly disclaim any and all warranties, express or implied,
including but not limited to any warranties of accuracy, timeliness, reliability,
title, merchantability, non-infringement, fitness for a particular purpose, or any
other warranty, condition, guarantee or representation, whether oral, in writing
or in electronic form, including but not limited to the products, or services offered
or sold on or through the Website or any other website to which the Website may
link ("3rd Party Websites"),
as well as the accuracy or completeness of any information contained therein or
provided by the website. JDNC and its Affiliates do not represent or warrant that
access to the website will be uninterrupted or that there will be no failures, errors
or omissions or loss of transmitted information, or that no viruses will be transmitted
on the website. No oral or written statements by JDNC or its Affiliates will create
any warranty not expressly set forth herein.
Without limiting any of the foregoing, JDNC is not responsible for any product or
service sold on or through the Website or any claims of quality or performance made
on or through the Website, including any claims of quality or performance made on
or through any 3rd Party Websites. Unless explicitly indicated otherwise on the
Website, JDNC does not endorse or recommend any product or service offered, advertised
or sold on or through the Website, including without limitation any product or service
offered, advertised or sold on or through any 3rd Party Websites.
REGARDLESS OF ANY PERCEIVED SCIENTIFIC MERIT, THE PRODUCTS, INFORMATION, SERVICES
AND OTHER CONTENT PROVIDED ON AND THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION
ANY PRODUCTS, INFORMATION, SERVICES AND OTHER CONTENT PROVIDED ON ANY 3RD PARTY
WEBSITES, ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE OR CONDITION,
BUT RATHER TO PROMOTE OPTIMUM HEALTH AND GENERAL WELLBEING. THE SERVICES AND PRODUCTS
OFFERED THROUGH THE WEBSITE HAVE NOT NECESSARILY BEEN EVALUATED BY HEALTH CANADA
OR THE UNITED STATES FOOD AND DRUG ADMINISTRATION.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL JDNC OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY GENERAL, INCIDENTAL,
DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER
(INCLUDING DAMAGES FOR LOSS OF PROFITS OR ANY OTHER PECUNIARY LOSS) IN CONNECTION
WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR
OUT OF YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF ANY PRODUCTS OR
SERVICES PURCHASED ON OR THROUGH THIS WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING
NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
IN ANY EVENT, JDNC'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS AND CONDITIONS
OR ARISING FROM YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF ANY PRODUCTS
OR SERVICES PURCHASED ON OR THROUGH THE WEBSITE SHALL BE LIMITED TO THE PURCHASE
PRICE ACTUALLY PAID BY YOU TO JDNC FOR SUCH PRODUCTS OR SERVICES.
Some jurisdictions do not allow the disclaimer of certain warranties or the limitation
or exclusion of liability for certain types of damages. Accordingly, some of the
above disclaimers and limitations may not apply to you. In such jurisdictions, the
aforementioned exclusions to liability are limited to the fullest extent permitted
by law.
11. CHOICE OF LAW
This Website is controlled, operated and administered by JDNC from within the Province
of Alberta, Canada. This Website can be accessed from all provinces and territories
of Canada, as well as from other countries around the world. As each of these jurisdictions
has laws that may differ from those of the Province of Alberta, by accessing this
Website, you acknowledge and agree that all matters relating to access to or use
of this Website shall be governed by the laws of the Province of Alberta and the
federal laws of Canada applicable therein (without reference to conflicts of laws
principles).
You also agree that any claims or disputes arising hereunder, and which are not
dealt with through arbitration in the manner described below, shall be submitted
to the exclusive jurisdiction and venue of the courts of the Province of Alberta
and acknowledge that you do so voluntarily.
12. DISPUTE RESOLUTION
If any controversy, dispute, claim, question or difference (a “Dispute”) arises
with respect to this Agreement, the Website or its performance, enforcement, breach,
termination or validity, the parties shall use their best efforts to settle the
Dispute. To this end, they shall consult and negotiate with each other, in good
faith, to reach a just and equitable solution satisfactory to all Parties.
If the parties do not reach a solution to a Dispute within fifteen
(15) business days following the first written notice of the Dispute by any party
to the other, then upon written notice by any party to the other, the Dispute shall
be finally settled by arbitration in accordance with the provisions of the Arbitration
Act, (Alberta) and the National Arbitration Rules of the ADR Institute of Canada,
Inc. (“National Arbitration Rules”)
as in force at the date of commencement of the arbitration proceeding (except that
Rules 14, 15, and 49(c) in force as of the date of this Agreement, or their successor,
shall not apply). The provisions of this Section 12 shall prevail in the event of
any inconsistency with the National Arbitration Rules. Subsection 7(2)(e) of the
Arbitration Act (Alberta) shall not apply. The arbitration tribunal shall consist
of one arbitrator appointed by mutual agreement of the Parties, or in the event
of failure to agree within ten (10) business days following delivery of the written
notice to arbitrate, JDNC may apply to a judge of the Court of Queen’s Bench to
appoint an arbitrator.
Notwithstanding the arbitrator appointment process specified in the National Arbitration
Rules, the Party initiating the arbitration by way of delivery of a Notice of Request
to Arbitrate shall at the same time propose in such notice in ranked order the names,
with attached curricula vitae, of three qualified and independent candidates who
have consented to serve as the sole arbitrator if selected. The respondent shall
within 10 days thereafter either accept one of the candidates proposed by the initiating
Party, or propose in ranked order the names, with attached curricula vitae, of three
other qualified and independent candidates who have consented to serve as the sole
arbitrator if selected (a failure by the respondent to respond in writing within
10 days shall be deemed to be acceptance of the first candidate named on the initiating
Party’s list). The initiating Party shall have five days thereafter to accept one
of the candidates proposed by the respondent or object to all three. If an arbitrator
is not selected through the exchange of candidate lists, the sole arbitrator shall
be appointed, from among the individuals on the candidate lists, on summary application
of either Party to the Court of Queen’s Bench from among the individuals on the
candidate lists, having regard to the concluding paragraph of Rule 15 of the National
Arbitration Rules. If it later becomes necessary to appoint an arbitrator in substitution
for the individual initially appointed, the same procedure shall apply with all
necessary modifications. The place of arbitration shall be Calgary, Alberta and
the language of arbitration shall be English. The hearing on the merits shall be
an oral hearing. The arbitrator shall have authority to apply all applicable statutes,
regulations, common law and equity, including equitable remedies. The arbitrator
may issue such interim awards or directions as are necessary or appropriate. The
final award of the arbitrator shall be released within 30 days of the close of the
hearing on the merits, unless the Parties agree otherwise. Interest, the fees and
expenses of the arbitrator, and the costs of arbitration, shall be determined by
the arbitrator. The arbitrator’s award(s) and directions shall be final and binding
upon the Parties, and there shall be no appeal therefrom on any question of law,
fact or mixed fact and law.
In addition to the jurisdiction conferred on the Court of Queen’s Bench under the
Arbitration Act (Alberta), including sections 6 and 8(1) thereof, a Party may seek
interim relief, including interim equitable relief, from the Court of Queen’s Bench
where the interim relief sought concerns an urgent matter and the Court of Queen’s
Bench's intervention is necessary to prevent a failure of justice in respect
of the arbitration process or the subject matter of the arbitration. Judgment upon
any award may be entered in any Court having jurisdiction or application may be
made to the Court for a judicial recognition of the award or an order of enforcement,
as the case may be.
All Disputes referred to arbitration shall be governed by the substantive law of
Alberta. The parties agree that the arbitration shall be kept confidential and that
the existence of the proceeding and any element of it (including any pleadings,
briefs or other documents submitted or exchanged, any testimony or other oral submissions
and any awards) shall not be disclosed beyond the arbitrator, the parties, their
counsel and any person necessary to the conduct of the proceeding, except as may
lawfully be required in judicial proceedings relating to the arbitration or otherwise.
13. SEVERABILITY
If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable,
then that provision shall be deemed severable from these terms and shall not affect
the validity and enforceability of any remaining provisions.
14. ENTIRE AGREEMENT
This Agreement, together with the
Privacy Policy, the
Purchase and Shipping Policy and any Additional
Terms, is the entire agreement between you and JDNC with respect to the Website
and your use of same.
In the event of a conflict between or among this Agreement and any other documents
referenced in this Agreement, the conflict shall be resolved by assigning precedence
to this Agreement, then to any documents referenced herein.
15. ASSIGNMENT
We may assign our rights and obligations under this Agreement. This Agreement will
inure to the benefit of our successors, assigns and licensees.
16. NO ESTOPPEL FOR FAILURE TO ENFORCE
The failure of either party to insist upon or enforce the strict performance of
the other party with respect to any provision of this Agreement, or to exercise
any right under this Agreement, will not be construed as a waiver or relinquishment
to any extent of such party's right to assert or rely upon any such provision
or right in that or any other instance; rather, the same will be and will remain
in full force and effect.
17. INTERPRETATION
All references in this Agreement to "JDNC", "we", "us",
"our" and like terms should be interpreted accordingly.
The insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of this Agreement.
18. SURVIVAL
Sections 7 through 13 shall survive any termination of this Agreement.
19. CHOICE OF LANGUAGE
The parties have expressly required that these Terms of Use be set forth and executed
in the English language. Les parties aux presentes ont expressment exige que la
presente conventions soient redigees en la langue anglaise.
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