These Terms and Conditions (“Terms”) apply to your access to and use of the Services, Content, any MYCO Site and any MYCO App (each as defined below in Section 1). These Terms form a contract between Molecular You Corporation (“MYCO”, “We”, “we”, “Us”, “us”, “Our”, or “our”) and you (“You”, “you”, “Your”, “your” or “my”). Any use by you of any of the Services or Content or of any MYCO Site or of any MYCO App shall constitute your acceptance of and agreement to be bound to these Terms (excluding with respect to any particular Services, Content, MYCO Site or MYCO App provided by MYCO under a separate agreement that expressly states that these Terms do not apply). The Terms that govern are the Terms then in effect when you access or use the Services, Content, MYCO Site or MYCO App (as the case may be). If you do not agree with the Terms, you must not use or access the Services, Content, MYCO Site and/or MYCO App (as the case may be).
You should address your questions about MYCO services with our Customer Coordinator at firstname.lastname@example.org. Questions about the collection, use or disclosure of your information as set out in these Terms may be directed to MYCO’s privacy officer at Suite 405, TEF3 Building, 6190 Agronomy Road, Vancouver, British Columbia, Canada V6T 1Z3 (the “Privacy Officer”).
1. Defined Terms
In these Terms including all of the foregoing portion paragraphs and everything to follow below, the following terms have the following meanings:
2. Acceptance of Terms
By using any of the Services, Content, MYCO Site or MYCO App or registering for an account or clicking a “Sign-In”, “I Accept” or “I Agree” button, you are submitting your acceptance of and agreement to be bound to these Terms (excluding with respect to any particular Services, Content, MYCO Site or MYCO App provided by MYCO under a separate agreement that expressly states that these Terms do not apply). Except as specified herein, without limiting the foregoing, these Terms apply to any use of the Services and Content, including but not limited to (a) submitting Samples for processing and analysis, (b) uploading a digital version of your Biomarkers and interacting with it on a MYCO site or MYCO App, and/or (c) creating and using a MYCO account without providing your Samples or Biomarkers. In addition, when using particular Services or Content or a particular MYCO Site or MYCO App, you agree to be bound by any additional guidelines, restrictions, or rules that may be posted from time to time by MYCO in connection with same. All such additional posted guidelines, restrictions, or rules are hereby incorporated by reference into these Terms.
3.1 Subject to Section 3.2, if you are under 19 years of age, you must have the Terms agreed to by both yourself and your parent or legal guardian, before you may make use of the Services, including those Services relating to the collection and testing of Samples. MYCO reserves the right, at our sole discretion, to refuse or discontinue the provision to you or use by you of any Services, Content, MYCO Site and/or MYCO App if we become aware or believe that you are under 19 years of age, even if the Terms have been agreed to by both you and your parent or legal guardian.
3.2 You are prohibited from using any of the Services that include submitting your own Samples or Samples on behalf of anyone else, or otherwise providing any information about you or anyone else if you are a person barred from receiving the Services under the laws of the jurisdiction in which you are resident or from which you use the Services.
4. Description of the Services and Our Use of Information
4.1 The Services include access to a MYCO Site and personal health assessment services, including the collection and analysis of your Samples. Unless explicitly stated otherwise, each new feature that augments or enhances the current Service shall be subject to the Terms. You acknowledge and agree that the Services are provided “AS-IS, WITH ALL FAULTS”, unless and except to the extent otherwise required by applicable law, and are based on the biomarker-related research and technology in use by MYCO at the time of the purchase of the Services or viewing of the results (as determined by MYCO at its sole discretion). As research progresses and scientific knowledge and technology evolve, MYCO is regularly innovating in order to improve and advance the experience for its users. You acknowledge and agree that the form and nature of the Services which MYCO provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that MYCO may stop (permanently or temporarily) providing some or all Services (or any features within the Services) to you or to users generally at MYCO’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform MYCO when you stop using the Services unless you are requesting closure of your account. MYCO assumes no responsibility for the use of Services outside of these Terms or other applicable terms to the extent those other applicable terms have been separately and expressly agreed to by MYCO.
4.2 You are responsible for obtaining and maintaining, at your own cost and expense, your own Internet access (or other network access), equipment, hardware, software, network infrastructure, communications systems (including emails, phones, faxes) and any ancillary third-party communications services (collectively “Subscriber System”), needed to access or otherwise use, via the Internet or another form of network, any of the Services or Content or any MYCO Site or MYCO App. You shall be responsible for any changes to the Subscriber System that could affect access to or use of the Services or Content or any MYCO Site or MYCO App. You acknowledge and agree that the Internet (or any other third-party network) is not owned, operated, managed by MYCO or any of its affiliates or suppliers, that it is a separate network of computers independent of MYCO, and that it is used by you are your sole risk and is subject to all applicable local, state, provincial, national and international laws and regulations.
4.3 You acknowledge and agree that while MYCO may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set or changed by MYCO at any time, at MYCO’s sole discretion.
4.4 In the course of providing the Services, MYCO will contact you and arrange for you to provide to MYCO the following: your Samples, registration information about you (including your Identifying Information). On receipt of this material, MYCO will conduct molecular profiling analysis using your Samples and other information provided. MYCO will then generate a personalized Health Data report that is linked to your MYID. Your MYID links your Health Data to your Personal Information in an identifiable form for your use and for whomever else you choose to share your Health Data with. Subject to the remainder of this paragraph, MYCO will retain your Biomarker Information in identifiable form so that we can provide or offer further Services in the future. Should you decide you no longer want MYCO Services and provide us with written notification (including to our Privacy Officer) requesting to have your MYCO account closed, MYCO will close your MYCO account, delink your Health Data from your Registration Information and permanently delete your Registration Information, thereby leaving only De-Identified Information with us, along with separately held records of our having provided you with Services as is customary when running a business but which will not be linked to your biomarker data.
4.5 As part one of the Services, MYCO may include on the MYCO Site a list of Third-Party Practitioners from which you may, at your sole election, choose a Third-Party Practitioner to contact for the interpretation of your Biomarker Information. Third-Party Practitioners are independent third parties that do not work for MYCO and do not represent MYCO. Your selection of a Third-Party Practitioner is completely your own decision and your own risk and MYCO takes no responsibility with respect to your interactions with any Third-Party Practitioner or any advice or recommendations that you receive from any Third-Party Practitioner. MYCO may charge a fee for allowing Third-Party Practitioners to be listed on MYCO’s list of Third-Party Practitioners. MYCO may also charge a fee for connecting you with a Third-Party Practitioner. If you choose a Third-Party Practitioner to review or interpret your Biomarker Information or offer advice or recommendations, then you hereby agree and consent to our sharing of your Personal Information (including your Biomarker Information) with the Third-Party Practitioner that you selected. You acknowledge and agree that MYCO has no responsibility or liability for any advice, opinion, recommendation (including any action plan proposing or recommending certain actions or steps meant to modify certain aspects of your lifestyle), or any other information that you receive from Third-Party Practitioners.
4.6 We encourage you to discuss the Samples that you are required to give for purposes of testing, analysis and the generation of the Health Data with the Customer Coordinator to ensure that they do not pose a problem for you.
4.8 You may withdraw your consent to the collection, use and disclosure of your Personal Information (excluding De- Identified Information) at any time by writing to the MYCO Privacy Officer at the address noted above. Withdrawing your consent will mean that MYCO is no longer able to deliver the Services to you and any fees paid by you will be non-refundable and forfeited by you.
4.9 In order to receive the Services, the Customer Coordinator will arrange for the collection of your Samples that will be provided to MYCO for analysis. Your Samples will be used for analysis and profiling. We do not retain Samples once quality assurance is complete unless we notify you differently. You may request the destruction of your Samples before testing is complete by contacting the Privacy Officer at the above address. If you do make such a request, we will be unable to provide you with the Services and any fees paid by you will be non- refundable and forfeited by you. We encourage you to discuss the withdrawal of your Samples with the Customer Coordinator before choosing to withdraw.
4.11 MYCO shall have the right to use De-Identified Information, including with third parties, to carry out the activities set out in Section 4.10 to the same extent as provided for Personal Information, as well as to:
(a) conduct scientific and commercial research and development with the purpose of advancing personal care in human performance and health and improving and furthering the products and services we provide;
(b) conduct surveys and/or research relating to the opinion of customers and potential customers with respect to our Services or of potential new Services that may be offered in the future;
(c) publish or have published observations, analyses, data and/or results in scientific journals or other publications;
(d) advance and implement our commercial business and engage in commercial activity to further our business, including through enhancement and expansion of our Services, systems, software, databases, products and offerings;
(e) engage in research and development that result in the development of commercial products or services; and (f) conduct data analysis in connection with any of the foregoing activities in this Section 4.11 or 4.10.
De-Identified Information may be used, stored, disclosed and otherwise made use of as MYCO considers commercially reasonable at its sole discretion. Without limiting the generality of the foregoing, MYCO may or will use your De-Identified Information to study a specific or general group or population, identify potential areas or targets for therapeutics development, conduct or support the development of drugs, diagnostics or devices to diagnose, predict or treat medical or other health conditions, work with public, private and/or non-profit entities on Biomarker-related research initiatives, or otherwise create, commercialize, and apply this knowledge to improving our understanding of the Biomarker-related field and human-related conditions and factors.
4.12 We may engage other companies and individuals (“Third-Party Service Providers”) and other researchers, investigators, and organizations (“Research Partners”) to carry out some or all of the uses of the Personal Information and/or De-Identified Information referred to in the foregoing paragraphs, and/or to perform some or all of the Services on our behalf. Third-Party Service Providers and Research Partners may require or be provided with access to your Personal Information. We make commercially reasonable efforts to ensure that all Third-Party Service Providers and Research Partners acting on our behalf provide a comparable level of protection for your Personal Information to the level of protection that we provide.
5. Risks and Considerations Regarding MYCO Services
5.1 Your relationship with MYCO is commercial. You are a licensee of the Services. You understand and agree that MYCO is engaged in a commercial enterprise. MYCO is not a regulated health services provider. MYCO does not assume any fiduciary or similar obligations to you as a result of you using the Services. MYCO is not a trustee of your Biomarkers or other Personal Information.
5.2 You acknowledge and agree that Biomarker Information that we provide to you does not constitute medical advice; that MYCO does not provide or purport to provide medical advice; and that you are not seeking medical advice in any way from MYCO. You acknowledge and agree that if you wish to receive or need to receive medical advice relating to any Biomarker Information or otherwise, you must consult with a qualified, third-party physician of your choosing. You acknowledge and agree that you are solely responsible for any associated costs involved in seeking or obtaining such medical advice.
5.3 The Services and information provided to you by MYCO, including all Biomarkers, any Health Data, Action Plan and any information provided in our materials or on the MYCO Site, are for research, informational, and educational purposes only and do not constitute medical advice, diagnosis, or treatment, and should not be considered a substitute for medical advice, diagnosis, or treatment. Further, many or all of the Biomarker observations or discoveries that we report, whether via a Health Data or otherwise, have not been clinically validated. The technology we use is generally the same technology used by the research community. To date much of this technology has not been widely used for clinical testing. The Services and information provided by MYCO are not intended to be used by you for any diagnostic purpose and are not a substitute for professional medical advice. You should always seek the advice of a Physician or other qualified health care provider with any questions you may have regarding diagnosis, treatment, mitigation, prevention or possible cure of any disease or other medical condition or impairment or the status of your health.
5.4 Regardless of information contained in, related to, or given in association with our Services or any Biomarker Information that we provide you with, you should seek the advice of a Physician or other qualified health care provider if you have questions regarding any medical condition, or if you are experiencing any symptoms you believe to be a medical condition. You should not ignore third-party professional medical advice (e.g. from a Physician) or delay in seeking it because of any information provided in connection with our Services or any Biomarker Information that we provide you with. You should not interpret any information provided to you in connection with the Services as recommending any specific treatment plan, product or course of action related to a treatment for a medical condition. Always consult a Physician or other qualified health care provider before starting any new treatment or stopping any treatment that has been prescribed for you by a Physician or other qualified health care provider.
5.5 Many genetic tests and other biomarker-related or health marker-related tests do not give a definitive answer regarding whether an individual will develop a given condition and may only provide information about the risk or probability of developing a disease. Medical interpretation of these results is often complex and requires additional patient-specific information, such as prior medical and family history and other factors. We encourage you to talk to a Physician or other qualified health care provider with special training in interpreting biomarker-related or health marker-related test results, prior to collecting your sample for testing to learn more so you can decide whether testing is right for you.
5.6 Once you obtain your Biomarkers, the knowledge is irrevocable. You should not assume that any information we may be able to provide to you, whether now or as biomarker or health marker research advances, will be welcome or positive. You should also understand that as research advances, in order for you to assess the meaning of your Health Marker results in the context of such advances, you may need to obtain further services from a Physician or other qualified health care provider trained to interpret biomarker-related test results.
5.7 In general, some people feel a little anxious about getting biomarker-related test results. This is normal. If you feel very anxious, you should speak to a Physician or other qualified health care provider prior to collecting your Samples for testing.
5.8 You may learn information about yourself that you do not anticipate from the Services or Biomarkers. This information may evoke strong emotions and has the potential to alter your life and worldview. You may discover things about yourself that trouble you and that you may not have the ability to control or change (e.g., you have a higher than average chance of developing a specific condition or disease). These outcomes could have social, legal, or economic implications.
5.9 MYCO may use a third-party laboratory or its own laboratory to process your Samples (each a “laboratory”) so that MYCO may then generate Health Data and other Biomarkers. The laboratory may not be able to process your Samples, and the laboratory process may result in errors. The laboratory may not be able to process your Samples if your Samples are compromised during processing or shipping or the results from processing do not meet our standards for accuracy. If the initial processing fails for any of these reasons, MYCO will reprocess the same sample at no charge to the customer. If the second attempt to process the same sample fails, MYCO will offer to arrange a second collection at no charge. Even for processing that meets our high standards, a generally small, unknown fraction of the data generated during the laboratory process may be un-interpretable or incorrect. Customers will not receive refunds if these errors occur.
5.10 Biomarkers that you receive from MYCO are not meant to be acted upon without proper advice from a Physician or other qualified health care provider. Thus, you must make sure you consult with a Physician or other qualified health care provider before altering any of your lifestyle or behaviors (health-related or otherwise) in response to any Biomarkers that you receive from MYCO. You should not change your lifestyle or behaviors (health-related or otherwise) solely on the basis of Biomarker Information or any other information from MYCO. MYCO does not provide diagnosis services nor will MYCO offer any medical advice.
5.11 MYCO will provide your Biomarker Information to the Third-Party Practitioner that you select at your choosing. That Third-Party Practitioner does not work for MYCO and will only review your Biomarker Information and provide a summary of the interpretations to you to the extent you consult with that Third-Party Practitioner at your own choosing. You are advised to arrange through your personal physician for any observations or findings in your Biomarker Information to be validated through other testing before decisions are made regarding medical interventions or any other steps are taken of any kind in response to the Biomarker Information. You are entirely responsible for seeking and obtaining such tests and clinical follow up of any findings, including associated costs.
5.12 If your Health Data or other Biomarkers (“your data”) indicate that you are not at elevated risk for a particular disease or condition, you should not feel that you are protected. The opposite is also true; if your data indicate you are at an elevated risk for a particular disease or condition, it does not mean you will definitively develop the disease or condition. In either case, if you have concerns or questions about what you learn through MYCO, you should contact a Physician or other qualified health care provider.
5.13 Health marker research is not comprehensive and is still in the early stages of development. While we measure many hundreds of thousands of data points, many are not fully validated as being associated with particular health conditions. The research community is rapidly learning more about Biomarkers, and an important mission of MYCO is to conduct and contribute to this research. In addition, many ethnic groups are not included in Health marker studies, which can create additional challenges. Because interpretations provided in our service rely on these published studies, some interpretations may not apply to you. Future scientific research may change the interpretation of your Biomarkers. In the future, the scientific community may show previous research to be incomplete or inaccurate.
5.14 Biomarkers that you share with others could be used against your interests. For example, Biomarkers that you choose to share with a Physician or other Third-Party Practitioner may become part of your medical record and those medical records could potentially become accessible to third parties. Biomarkers that you share with family, friends or employers may also be used against your interests. Even if you share Biomarkers that have no or limited meaning today, that information could have greater meaning in the future as new discoveries are made. As a result, you should be careful about sharing your Biomarker Information with others. You may want to consult a lawyer to understand the extent of legal protection of your Biomarker Information before you share it with anybody.
5.15 MYCO does not endorse, represent, warrant or guarantee the effectiveness of any specific course of action, resources, tests, Physician or other Third-Party Practitioner, drugs, biologics, medical devices or other products, procedures, opinions, or other information that may be mentioned on our MYCO Site, any MYCO App or contained in any Biomarkers provided to you. Use of or reliance on any information provided by or on behalf of MYCO is solely at your own risk.
5.16 Biomarkers that you receive from MYCO is intended for informational purposes only and for discussion with a Third-Party Practitioner. MYCO believes that (a) any Biomarker-related information (including any Biomarkers that we provide to you) is only part of the picture of any individual’s state of being; (b) the state of the understanding of biomarker or health marker information is still in its infancy and evolving and at any given time we only comprehend part of the picture of the role of biomarker or health marker information; (c) only a Physician or other qualified health care provider (if any) can provide medical advice and proper medical diagnosis; and (d) apart from providing a medical diagnosis or medical advice, only a trained Third-Party Practitioner can assess your current state of health and the potential for health risks or disease, taking into account many factors, including your current health condition, lifestyle, behaviors, environmental conditions, any symptoms you may be experiencing (if any) and in certain cases certain Biomarker-related information, amongst other conditions and factors.
6. Your Representations
6.1 You acknowledge, agree to and represent and warrant as follows:
(a) You understand that information you learn from MYCO is not designed to independently diagnose, prevent, or treat any condition or disease or to ascertain the state of your health in the absence of medical and clinical information. You understand that the MYCO services are intended for research, informational, and educational purposes only, and that while information generated by MYCO (e.g. Biomarkers) might possibly point to a diagnosis or to a possible treatment, it should always be confirmed and supplemented by additional medical and clinical testing and information. You acknowledge that MYCO urges you to seek the advice of a qualified Third-Party Practitioner if you have questions or concerns arising from your Biomarkers;
(b) You are of the age of majority or older in your province or territory of residence if you are providing a sample or accessing your Biomarkers unless you have identified yourself as under the age of majority when opening an account, in which case a parent or legal guardian of you has opened your account and agreed to these Terms in conjunction with you when opening your MYCO account;
(c) Any analysis you authorize is for yourself or, if you are authorizing sample analysis for another person, you represent and warrant that you have legal authorization to do so;
(d) Any sample you provide and all resulting data may be transferred and/or processed outside of Canada;
(e) You are not an insurance company or an employer or other entity attempting to obtain information about an insured person or an employee or other person;
(f) You are aware that some of the information you receive may provoke strong emotion and anxiety;
(g) You take responsibility for all possible consequences resulting from your sharing with others access to your Biomarkers and your Self-Reported Information; and
(h) You understand that all your Personal Information will be stored in MYCO databases (directly or via third-party service providers) and will be processed in accordance with these Terms.
6.2 Waiver of Property Rights: You acknowledge, agree to and represent and warrant that by providing any Samples, having your Biomarkers processed, accessing your Biomarkers and/or providing Self-Reported Information (as the case may be), you acquire no rights in any research or commercial products, services, data or learnings that may be developed or advanced by MYCO or its any of its collaborating partners. You also acknowledge, agree to and represent and warrant that you will not receive compensation for any research or commercial products, services, data or learnings that include or result from your Biomarkers or Self-Reported Information.
6.3 In case of breach by you of Sections 6.1 or 6.2, MYCO has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) and you will defend and indemnify MYCO and its affiliates against any liability, costs, or damages arising out of the breach of the representation.
7. Account Creation, Customer Account, Password, and Security Obligations
7.1 As a registered user of the Services, you may receive an account registered with MYCO to enable you to use features of the Services.
7.2 You agree to provide true, accurate, current, and complete Registration Information about yourself as prompted by the Service to register or create an account. Further, you agree to maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. MYCO has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof) if you provide any Registration Information that is untrue, inaccurate, not current, or incomplete, or if MYCO has a reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete. You agree MYCO may store and use the Registration Information you provide for use in maintaining and managing your account, including, if applicable, credit card information for billing fees to your credit card.
7.3 You are solely responsible for controlling access to your account and maintaining the confidentiality and security of your account and related password information. You agree to ensure that you exit from your account at the end of each session. You are fully responsible for all activities that occur on or through your account and you agree to immediately notify MYCO of any unauthorized use of your account or any other security breach that you become aware of. If you allow third parties to access a MYCO Site through your username and password, you will defend and indemnify MYCO and its affiliates against any liability, costs, or damages, including attorney fees, arising out of claims or suits by such third parties based upon or relating to such access and use. MYCO cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 7.
8. Limited License
8.1 You acknowledge that all User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such User Content originated. This means that you, and not MYCO, are entirely responsible for all User Content that you upload, post, email, or otherwise transmit via the Service.
8.2 You acknowledge that the Services content presented to you as part of the Services, whether original MYCO Services content or sponsored content within the Services, is protected by copyright and/or other intellectual property rights that are owned by MYCO and/or the sponsors who provide that content to MYCO (or by other persons or companies on their behalf). You may use the MYCO Site for the sole purpose of accessing and using the Services in connection with the use of the Services provided by MYCO, including accessing, preparing and printing documents and reports associated with the use of the Services, reporting on the use of the Services to MYCO, receiving any updates from MYCO relating to the Services, and accessing information relating to the Services. The viewing, printing or downloading of any content from a MYCO Site grants you only a limited, nonexclusive license for use solely by you for your own personal use (or use by and on behalf of your organization) and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. None of the content from a MYCO Site may be reproduced in any form except as expressly provided in these Terms. No other download, retention, use, publication, or distribution of any portion of the MYCO Site is authorized or permitted, and you do not acquire ownership rights to any content or other materials viewed or accessed through or via a MYCO Site.
10. Customer Conduct – Unlawful and Prohibited Use
10.1 You agree to use the Services, any MYCO Site, your account and any associated functionality in a responsible manner that is in full compliance with these Terms. You will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, or notices. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services. You may use the Services only in Canada (and not in Quebec).
10.2 You agree not to use the Services to: (1) upload, post, email, or otherwise transmit any material that is derogatory, defamatory, obscene, or offensive, such as slurs, epithets, or anything that might reasonably be construed as harassment or disparagement; (2) impersonate any person or entity, including, but not limited to, anyone affiliated with MYCO, or falsely state or otherwise misrepresent your affiliation with a person or entity; (3) download, retain, use, publish, or distribute any portion of any content transmitted through the Service, for any purpose other than those set out in Section 8 of these Terms; (4) “stalk” or otherwise harass another; (5) upload, post, email, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (6) use any information received through the Services to attempt to identify other customers, to contact other customers (other than through features for contacting other users such as blood relatives offered pursuant to the Services), or for any forensic use; (7) download any file posted by another user of the Service that you know, or reasonably should know, cannot legally be distributed in such manner; (8) upload, post, email or otherwise transmit or make available any content protected by patent, trademark, trade secret, copyright, or other proprietary rights of MYCO or any other party; (9) harm minors in any way; (10) advertise or offer to sell or buy any goods or services for any business purpose, unless such area specifically allows such messages; (11) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose and only to the extent such content is authorized by law; (12) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to (or that operates to) interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or otherwise interfere with or disrupt any MYCO resources including any MYCO Site, MYCO App or software, hardware or equipment used by or on behalf of MYCO; (13) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in any MYCO Site, unless explicitly permitted by MYCO; (14) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of any MYCO Site; (15) attempt to or actually override any security component of MYCO web services; (16) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; (17) violate these Terms, any code of conduct or other guidelines which may be applicable for any particular area of the Service or have been communicated to you by anyone affiliated with MYCO; or (18) intentionally or unintentionally violate any applicable law, or any regulations having the force of law.
10.3 Without limiting the remedies available to MYCO at law or in equity, MYCO may terminate your account and your rights to use or access the Services and refuse any and all current or future use of the Services (or any portion thereof) if you are found to be using any MYCO Site or Services to engage in any of the foregoing prohibited activities in this Section 10. You acknowledge and agree that you are solely responsible for any breach of your obligations under these Terms and for the consequences (including any loss or damage which MYCO may suffer) of any such breach. MYCO has no responsibility to you or to any third-party for any breach of your obligations under these Terms.
10.4 If you violate the terms of this Section and/or MYCO has a reasonable ground to suspect that you have violated the terms of this Section, MYCO has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
11. Export Control and Applicable Laws and Regulations
11.1 You agree to comply with all local rules regarding online conduct and acceptable content.
11.2 MYCO is based in Vancouver, British Columbia, Canada and uses service providers in Canada. However, MYCO may in the future or at any time utilize services outside of Canada for analysis. You agree that your Samples and other Personal Information may be transferred and/or processed outside of Canada, and that you will comply with all applicable laws regarding the transmission of technical data exported from Canada, the United States and any country from which you access MYCO’s Services online.
12. Material Provided to MYCO; User Content and Your Rights
12.1 MYCO does not claim ownership of the User Content you provide to MYCO (including feedback and suggestions) or post, upload, input, or submit to the Service. Unless otherwise specified, you retain copyright and any other rights you already hold over User Content that you create and submit, post, or display on or through the Services. However, by submitting, posting, or displaying User Content, you give MYCO, its affiliated companies, sublicensees (including but not limited to sublicensees who avail themselves of the Limited License granted in Section 8 above) and successors and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works (each in any medium now or hereinafter invented) from any User Content that you submit, post, or display on or through the Services. You acknowledge and agree that this license includes a right for MYCO to make such User Content available to other companies, organizations, or individuals with whom MYCO has relationships, and to use such User Content in connection with the provision of those services.
12.2 You understand that MYCO, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your User Content over various public networks and in various media; and (b) make such changes to your content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services, or media. You acknowledge and agree that this license shall permit MYCO to take these actions. You represent and warrant to MYCO that you have all the rights, power, and authority necessary to grant the above license.
12.3 MYCO cannot control any further distribution of Biomarkers and/or Self-Reported Information that you share publicly on a MYCO Site or via any other website. You acknowledge and agree that you are responsible for protecting and enforcing those rights and that MYCO has no obligation to do so on your behalf.
12.5 You understand and agree that by providing any sample, having your Biomarkers processed, accessing your Biomarkers, or providing Self-Reported Information, you acquire no rights in any research or commercial products that may be developed by MYCO or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your Biomarkers or Self-Reported Information.
13.1 YOU AGREE TO DEFEND AND HOLD MYCO, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, CONTRACTORS, PARTNERS, EMPLOYEES, SUCCESSORS, AND ASSIGNS HARMLESS FROM ANY CLAIM, OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF: 1) USER CONTENT THAT YOU SUBMIT, POST TO, OR TRANSMIT THROUGH THE SERVICE; 2) YOUR USE OF THE SERVICE; 3) YOUR CONNECTION TO THE SERVICE; 4) YOUR VIOLATION OF THESE TERMS; OR 5) YOUR VIOLATION OF ANY RIGHTS OF ANOTHER. MYCO RESERVES THE RIGHT, SUBJECT TO INDEMNIFICATION BY YOU, TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF ANY MATTER INITIALLY SUBJECT TO YOUR DEFENCE, INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS HEREUNDER, AND YOU SHALL NOT IN ANY EVENT SETTLE ANY MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF MYCO.
13.2 IF YOUR SAMPLES HAVE BEEN ANALYSED OR OTHERWISE PROVIDED OR YOU HAVE PROVIDED ANY OF YOUR OTHER PERSONAL INFORMATION, YOU WILL DEFEND AND HOLD HARMLESS MYCO, ITS EMPLOYEES, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM ANY LIABILITY ARISING OUT OF THE USE OR DISCLOSURE OF ANY SUCH INFORMATION AND FROM ANY INFORMATION OBTAINED FROM BIOMARKER INFORMATION RELATED TO YOUR SAMPLE AND/ OR ANALYZING YOUR BIOMARKERS, WHICH IS DISCLOSED TO YOU CONSISTENT WITH THESE TERMS OR RESULTS FROM ANY THIRD-PARTY ADD-ONS TO TOOLS WE PROVIDE. IN ADDITION, IF YOU CHOOSE TO PROVIDE YOUR BIOMARKERS AND/OR OTHER PERSONAL INFORMATION TO THIRD PARTIES—WHETHER INDIVIDUALS TO WHOM YOU FACILITATE ACCESS, INTENTIONALLY OR INADVERTENTLY, OR TO THIRD PARTIES FOR DIAGNOSTIC OR ANY OTHER PURPOSES—YOU AGREE TO DEFEND AND HOLD HARMLESS MYCO, ITS EMPLOYEES, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL LIABILITY ARISING FROM SUCH DISCLOSURE OR USE OF YOUR BIOMARKERS AND/OR OTHER PERSONAL INFORMATION.
14. No Resale of Service
14.1 Other than pursuant to the terms of the Limited License in Section 8 of these Terms or unless otherwise agreed in a separate agreement between you and MYCO, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or transmit for any commercial purposes, all or any portion of the Service, use of the Service, or access to the Service.
15. General Practices Regarding Use and Storage
15.1 You acknowledge that MYCO may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that Personal Information and Services content will be retained by the Service, the maximum disk space that will be allotted on MYCO’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time. You acknowledge and agree that MYCO has no responsibility or liability for the deletion of or failure to store any messages, other communications, or other content maintained or transmitted by the Services or for the loss of Biomarkers due to malfunction or destruction of data servers or other catastrophic events. You further acknowledge that MYCO reserves the right to change these general practices and limits in its sole discretion.
16. Modifications to Service
16.1 MYCO reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You acknowledge and agree that (i) modifications may result in a delay in computations for some of the MYCO features or Services, and (ii) MYCO shall not be liable to you or to any third-party for any modification, suspension, or discontinuance of the Services.
16.2 The Software that you use may, from time-to-time, automatically download and install updates from MYCO. These updates are designed to improve, enhance, and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit MYCO to deliver these to you) as part of your use of the Services.
16.3 You acknowledge that MYCO may offer different or additional technologies or features to collect and/or interpret Biomarkers in the future and that your initial purchase of the Service does not entitle you to any different or additional technologies or features for collection or interpretation of your Biomarkers without fee, and that you will have to pay additional fees in order to have your Biomarkers collected, processed, and/or interpreted using any future or additional technologies or features.
17.1 These Terms will continue to apply until terminated by either you or MYCO as set out in this Section. Certain provisions will survive termination (see Section 18).
17.2 You may terminate your agreement with MYCO by notifying MYCO at any time in writing and by closing your accounts for all of the Services that you use. Your notice should be sent, in writing, to MYCO’s contact address set out on the MYCO Site or via email to Customer Coordinator. If you provide notice via email, MYCO will send you an email asking you to confirm your request, and your notice will be effective following receipt of a second email confirmation from you.
17.3 MYCO may at any time, at its sole discretion terminate its agreement with you (and in conjunction therewith, terminate your password and account(s) access) if: (1) you have breached any provision of these Terms (or have acted in manner which shows that you do not intend to, or are unable to comply with, the provisions of these Terms); (2) MYCO is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (3) the partner with whom MYCO offered the Services to you has terminated its relationship with MYCO or ceased to offer the Services to you; (4) MYCO is transitioning to no longer providing the Services to users in the country or state in which you reside or from which you use the Services; or (5) the provision of the Services to you by MYCO is, in MYCO’s opinion, no longer commercially viable. Finally, MYCO may, in its sole discretion, restrict access to any MYCO Site for any reason.
17.4 Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities. You acknowledge and agree that MYCO shall not be liable to you or any third-party for any termination of your access to the Services.
18. Survival of Terms
19. Dealings with Information Providers and Listed Resources
19.1 We may allow access to a MYCO Site and Services to third-party service providers or vendors. Your correspondence or business dealings with, or participation in promotions of, any such third parties and/or resources found on or through a MYCO Site or the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party. You understand that we do not operate or control the products or services offered by third parties. At no time is MYCO making any representation, warranty or assurance regarding any third-party’s products or services. You acknowledge and agree that MYCO shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such information provider or resources on the Service.
20. Hyperlinks and the MYCO Site
21. MYCO’s Proprietary Rights
21.1 The Services, including any MYCO Site and software used in connection with the Services, contain proprietary information and material that is owned by MYCO, its subsidiaries, affiliates and/or licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, patent, and trademark. Without limiting the foregoing, the content, organization, graphics, design, compilation, magnetic translation, digital conversion, software and other matters related to the Services, all information stored on and made available through any MYCO Site, and all documents, reports, forms, readings, graphics, graphs, presentations, and other materials created or made available through the Services, are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. You acknowledge that the Services may contain information designated as confidential information by MYCO that you shall not disclose without MYCO’s prior written consent. You further acknowledge and agree that you will not use such proprietary or confidential information, in any way whatsoever except for use of the Services in compliance with these Terms. You agree not to, nor permit anyone else to, modify, rent, lease, loan, sell, assign, distribute, create derivative works of, reverse engineer, decompile, or otherwise extract the source code of the Services, including any software. MYCO and/or its suppliers own copyrights in any software made available to download from the Services excluding software made available by end-users through the Services. All rights in the Services are reserved worldwide and the copying, redistribution, use or publication by you is strictly prohibited, and it is strictly prohibited to retain, copy, distribute, publish, or use any portion of the Services, including any MYCO site and software except as expressly allowed in these Terms.
21.2 This Site may contain trademarks, service marks, logos, icons and trade-names that are the property of MYCO (collectively, the “MYCO Marks”) or such other party as is indicated with respect to that trademark, service mark, logo, icon, or trade-name. Products and names mentioned on a MYCO Site may be trademarks of their respective owners. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Services.
21.3 You agree that all ownership and other rights in all works, programs, knowhow, techniques, formulas, data, manuals, methods, inventions, ideas, designs, discoveries, processes and other works of authorship, intellectual property and improvements thereof developed, conceived or reduced to practice by MYCO, whether alone or with others, which results or arises from the Services, including processes and techniques for the generation of Biomarker Information, or the use or commercialization of De-Identified Information shall be the exclusive property of MYCO.
21.4 You may use the MYCO Site for the sole purpose of accessing and using the Services in accordance with these Terms, including accessing, preparing and printing documents and reports associated with the use the Services, reporting on the use of the Services, receiving any updates from MYCO relating to the Services, and accessing information relating to the Services. The viewing, printing or downloading of any content from a MYCO Site grants you only a limited, nonexclusive license for use solely by you for your own personal use and not for republication, distribution, commercialization, research, development, assignment, sublicense, sale, preparation of derivative works or other use. No part of any MYCO Site (including content) content may be reproduced in any form except as expressly provided in these Terms. No other download, retention, use, publication, or distribution of any portion of the MYCO Site content or any MYCO Marks is authorized or permitted, and you do not acquire ownership rights to any MYCO Site content or MYCO Marks or other materials viewed or accessed through the Services. For any software not accompanied by a license agreement, MYCO grants you a personal, non- transferable, terminable and non-exclusive right and license to use the object code of its software on a single computer. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by MYCO, in the manner permitted by these Terms. The aforementioned license may be terminated by MYCO at any time. Any rights not expressly granted herein are reserved.
22. Disclaimer of Warranties
22.1 THE SERVICES, ANY INFORMATION FROM OR THROUGH THE SERVICES AND ANY MYCO APPS ARE PROVIDED “AS-IS,” AND “AS AVAILABLE,” AND ALL WARRANTIES, PROMISES, REPRESENTATIONS, AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ANY PURPOSE). ALL SUCH WARRANTIES, PROMISES, REPRESENTATIONS, AND GUARANTEES ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION THE FOLLOWING: (a) THE SERVICES, ANY MYCO SITE AND/OR ANY MYCO APP MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS THAT MAY OR MAY NOT BE CORRECTED. MYCO DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES, ANY MYCO SITE OR ANY MYCO APP WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OF QUALITY, OR BE UNINTERRUPTED, TIMELY, ERROR-FREE, ACCURATE OR RELIABLE IN ITS RESPONSES AND RESULTS. YOU AGREE THAT FROM TIME TO TIME MYCO MAY TAKE DOWN OR REMOVE THE SERVICES, ANY MYCO SITE, ANY MYCO APP AND/OR ANY FUNCTIONALITY IN ANY OF THE FOREGOING, FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU; (b) MYCO DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT THE SERVICES OR ANY MYCO SITE OR ANY MYCO APP WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR ANY MYCO SITE OR ANY MYCO APP IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MYCO OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. MYCO DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, MYCO SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM PARTICIPATION IN THE SERVICES.
23. Limitation of Liability
23.1 YOU ACKNOWLEDGE AND AGREE THAT WE, AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES, WILL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY DAMAGES WHATSOEVER RESULTING FROM OR RELATING TO: (1) SUSPENSION, LOSS OR INTERRUPTION OF THE SERVICES; (2) YOUR USE OF OR INABILITY TO USE ANY MYCO SITE AND/OR THE SERVICES; (3) INTERRUPTION OF THE SERVICES OR ANY ASPECT OR FUNCTIONALITY OF ANY MYCO SITE; (4) LOSS OR LIABILITIES RESULTING FROM ACTS OR EVENTS BEYOND OUR CONTROL; (5) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATIONS; (6) DAMAGES OR CONSEQUENCES ARISING FROM OR RELATED TO THE INAPPROPRIATE OR UNAUTHORIZED USE OF THE SERVICES AND/OR ANY MYCO SITE, INCLUDING UNAUTHORIZED ACCESS TO, USE OF, ALTERATION OF, OR DESTRUCTION OF YOUR TRANSMISSION OR DATA, INCLUDING YOUR PERSONAL INFORMATION; (7) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE THROUGH OR FROM THE SERVICES; (8) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (9) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; OR (10) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON THE SERVICES.
23.2 IN ADDITION TO OTHER LIMITATIONS AND EXCLUSIONS IN THESE TERMS AND CONDITIONS, IN NO EVENT WILL WE OR OUR AFFILIATES, SUPPLIERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, THAT MAY RESULT FROM YOUR USE OF OR INABILITY TO USE A MYCO SITE, A MYCO APP OR THE SERVICES, FAILURE OF MYCO TO PROVIDE A MYCO SITE, A MYCO APP OR THE SERVICES, THE LOSS OF DATA, PERFORMANCE OF ANY MYCO SITE, ANY MYCO APP AND/OR SERVICES, NON-PERFORMANCE OF ANY MYCO SITE, ANY MYCO APP AND/OR SERVICES, AND/OR THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, IN ALL CASES WHETHER OR NOT MYCO HAS BEEN ADVISED OF THE POSSIBILITY OF SAME.
23.3 OUR TOTAL, MAXIMUM AGGREGATE LIABILITY AND THE TOTAL, MAXIMUM AGGREGATE LIABILITY OF MYCO’S REPRESENTATIVES, ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS (REGARDLESS OF THE FORM OF ACTION OR CLAIM, E.G., CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY) IS LIMITED TO THE TOTAL AMOUNTS PAID TO MYCO BY YOU.
23.4 THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF THESE TERMS, ANY ACCOUNT, OR YOUR ABILITY OR RIGHT TO USE ANY APPLICABLE MYCO SITE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY TO APPLY TO YOU, THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Notices to you may be made via either email or regular mail. MYCO may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on or through the Services.
Official notices related to these Terms must be sent to us at:
Molecular You Corporation
Suite 405, TEF3 Building
6190 Agronomy Rd
Vancouver, British Columbia
Attention: President and CEO
Additionally, MYCO accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.
25. Changes to the Terms
MYCO may, at any time at its sole discretion, update, revise, supplement, replace, or otherwise modify these Terms from time to time, without specific notice to you. When such changes are made, MYCO will make a new copy of these Terms available on our MYCO Site and any new additional terms will be made available to you from within, or through, the affected Services, and such changes will be effective immediately.
You acknowledge and agree that if you use the Services after the date on which these Terms have changed, MYCO will treat your use of the Services as acceptance of the updated Terms.
26. Violation or Suspected Violation of Terms
If you violate these Terms and/or MYCO has a reasonable ground to suspect that you have violated the terms of these Terms, MYCO has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
27.1 Entire Agreement. These Terms and the Consent Document constitute the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the subject matter hereof. You may also be subject to terms and conditions that may apply when you use affiliate services, third-party content, or third-party software.
27.2 Governing Law; Arbitration. These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia, without regard to conflict of law principles or the United Nations Convention for the International Sale of Goods. Any dispute or claim arising out of or relating to these Terms shall be resolved by final and binding arbitration under the rules and auspices of the National Arbitration Rules of the
ADR Institute of Canada, Incorporated. Arbitration shall take place in Vancouver, British Columbia, Canada and the language of the arbitration will be English. The party that ultimately loses will be responsible for arbitration costs and reasonable documented legal costs of both parties. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.
27.3 No Waiver. Our failure to enforce or insist upon strict compliance with any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.
27.4 Limitation Period. Any cause of action by you with respect to the Services (and/or any information related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred.
27.5 Admissibility of printed version. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
27.6 Section Titles. The section titles in these Terms are for convenience only and have no legal or contractual effect.
27.7 Severability. Should any part of these Terms or the application thereof to any person or circumstances, to any extent, be held invalid or unenforceable, that portion shall be modified so as to be enforced to the fullest extent permitted at law and the remaining portions, or the application of such part to persons or circumstances other than those in respect of which it is held invalid or unenforceable, shall not be affected thereby and each part of these Terms shall be separately valid and enforceable to the fullest extent permitted by law.
27.8 Amendments. We reserve the right to modify, supplement or replace these Terms. Unless otherwise required by applicable law or otherwise stated in a notice from us, these Terms (as modified, supplemented or replaced) will be effective upon posting at the MYCO Site. If you do not want to agree to changes to these Terms, you can terminate these Terms at any time pursuant to Section 17 (Termination).
27.9 Assignment. You are prohibited from assigning your rights or obligations under these Terms. Any purported assignment by you shall be ineffective. We may assign all rights and/or obligations under these Terms, fully or partially without notice to you. We may also substitute MYCO, by way of unilateral novation effective upon notice to you, for any third-party that assumes our rights and obligations under these Terms.
27.10 Force Majeure. MYCO shall not be liable for any failure of or delay in the performance of any Services or these Terms for the period that such failure or delay is due to fire, flood, explosion, lightning, windstorm, earthquake, subsidence of soil, discontinuity in the supply of power, war, governmental interference, civil commotion, riot, terrorism, strikes, labour disturbance, failure or destruction, in whole or in part, of machinery or equipment or failure of supply of materials, transportation difficulties, labour shortage, or any other cause beyond the reasonable control of MYCO (each a “Force Majeure event”). MYCO will post on its main MYCO Site or send you an email notifying you of the occurrence of any Force Majeure event. In the event of a shortage or anticipated shortage of supplies, utilities, resources or materials affecting the provision of Services or shipment or delivery of Biomarkers caused by any of the above mentioned Force Majeure events, MYCO will, subject to our sole discretion, (i) allocate our resources for use in MYCO facilities and operations as we see fit, and (ii) allocate the provision of Services and related results to customers in a manner and order that we see fit. The allocations made by MYCO shall be conclusive and binding upon you, and may take into account reservations of capacity purchased by other customers. MYCO shall not be obliged to make-up any deficiencies hereunder due to any such Force Majeure event.
Version 1.1 Updated as of May 31, 2018