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:
614 -5820 OR E-MAIL: firstname.lastname@example.org
This website (the "Website") is operated by The American
Center for Biological Medicine ("ACBM"). Access and use of the Website (and its related services) is
provided by ACBM 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.
ACBM 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 ACBM, 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 ACBM 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 ACBM is prohibited.
Any permitted links to the Website must comply with all applicable laws, rule and
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 ACBM'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 ACBM'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
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 ACBM 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
is false, inaccurate, outdated or incomplete, or ACBM has reasonable grounds
to suspect that such information is false, inaccurate, outdated or incomplete,
ACBM, 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)
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
Use of the Website is subject to the terms of our
Agreement. By using the Website, you agree to be bound by the terms of our Privacy
4. AMENDMENTS TO THE WEBSITE
Although ACBM 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, ACBM 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 ACBM 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, ACBM does
not accept or consider unsolicited ideas or suggestions ("Submissions").
If you send Submissions to ACBM or the Website, you automatically grant
(or warrant that the owner of the Submissions grants) to ACBM 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 ACBM or its successors, assigns and licensees, and you agree, represent and warrant
that all moral rights in the Submissions are waived in favour of ACBM
and its successors, assigns and licensees.
You agree to indemnify ACBM, 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 ACBM 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. ACBM 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 ACBM or
its Affiliates will create any warranty not expressly set forth herein.
Without limiting any of the foregoing, ACBM 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, ACBM 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 ACBM 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,
ACBM'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 ACBM 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 ACBM 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
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, ACBM 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.
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
14. ENTIRE AGREEMENT
This Agreement, together with the
is the entire agreement between you and ACBM 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.
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.
All references in this Agreement to "ACBM", "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.
Sections 7 through 13 shall survive any termination of this Agreement.
19. CHOICE OF LANGUAGE
executed in the English language. Les parties aux presentes ont expressment
exige que la presente conventions soient redigees en la langue anglaise.