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Terms of Service

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Health Coach Provider Terms of Service

1. GENERAL CONDITIONS

  • This agreement, titled Health Coach and Healthcare Provider Terms of Service (this “Agreement”), is a binding contract entered into between you as a Health Coach or Healthcare Provider (referred to herein as “you” or “your”) and Biocanic, Inc. (referred to herein as “we”, “us”, “our” or “Biocanic”) and governs your use of Biocanic’s website, Platform and Dashboard, including the Application Programming Interface (“API”), and any other services provided by Biocanic (collectively the “Services”). You and Biocanic are sometimes referred to herein as the “Parties” and each as a “Party.”

Please read this Agreement carefully as it governs your use of and access to the Services.

By clicking the “I AGREE” button, you agree, effective as of the date you click “I AGREE” (the “Effective Date”) to be bound by this Agreement. You are only authorized to use the Services if you agree to, and do, abide by all applicable laws and this Agreement. Please read this Agreement carefully and save it for your records.

Note that Section 10 of this Agreement contains a MANDATORY ARBITRATION PROVISION and a CLASS ACTION WAIVER. If you do not agree with the mandatory arbitration provision or the class action waiver, you must select “I DO NOT AGREE” and must not use the Services.

  • Biocanic may amend this Agreement from time to time. In the event Biocanic amends this Agreement, you will be provided the amended Agreement and will have the option to accept the amended Agreement in the same or similar manner in which you accepted this Agreement or to reject such amended Agreement by clicking “I DO NOT AGREE.” If you reject an amended Agreement, your right to use the Services will terminate thirty (30) days after you click “I DO NOT AGREE.”
  • This Agreement contains the entire agreement of the Parties as to the subject matter of this Agreement and supersedes any prior written or oral agreements between the Parties as to the subject matter of this Agreement.

2. THE SERVICES

Overview of the Service/Platform.

  • Biocanic agrees to provide you with the Services subject to the terms and conditions of this Agreement. Biocanic’s Services comprise the functionality of powering the database for your services through which you provide recommendations and insights to your clients, patients, or consumers (“End Users”) as described in this paragraph. The Biocanic Platform is a proprietary data storage, communication and analytics platform that (i) evaluates an End User’s personal data (“End User Personal Information”) as submitted directly by the End User or by End User-authorized lab testing companies, health tracking devices, or third parties to Biocanic, (ii) compares that End User Personal Information to Biocanic’s proprietary datasets, and (iii) then delivers to you population insights and recommendations (collectively “Results”) through our dashboard (“Dashboard”) or other integrated system.
  • Biocanic’s maintenance of the Services includes (1) integration of releases of updates of features and functionalities included in the Platform infrastructure, and (2) patching/bugs correction. It does not include any maintenance of content.
  • Biocanic shall host the Services and may update the functionality and user interface of any part of the Services from time to time in its sole discretion and in accordance with Section 2.2 of this Agreement.

Upgrades.

  • “Upgrades” means new versions of, and updates to, the Services, whether for the purpose of fixing an error, bug or other issue in the Platform or Dashboard or enhancing the functionality of the Platform or Dashboard.
  • You acknowledge that, from time to time and at its sole discretion, Biocanic may apply Upgrades to the Platform or Dashboard, and that such Upgrades may result in changes to the appearance and/or functionality of the Services. You acknowledge and understand that Biocanic will have no obligation to provide any such Upgrades.

End User Personal Data and the Services.

  • Each End User will have access to the Services only through interfaces provided by Biocanic through you.
  • Each End User must agree to the End User Terms of Service prior to using or accessing the Services. You understand and agree that we have no obligation to provide you or any respective End User access to or use of the Services in the event such End User does not agree to the End User Terms of Service. Biocanic disclaims, and you release Biocanic from, any and all liability that may arise from an End User’s failure or refusal to agree to the End User Terms of Service.

Rights to the Services.

  • Right to Access. Biocanic hereby grants you a limited, non-exclusive, non-transferable, and terminable right to access and use the Services solely for the purpose of providing your services and/or products to End Users, pursuant to this Agreement and during the Term of this Agreement.
  • Reservation of Rights. Except as provided in this Agreement, the rights granted to you herein to use the Services do not convey any rights in the Services, expressed or implied, or ownership in the Services or any intellectual property rights thereto. No other rights with respect to the Services are granted under this Agreement.
  • Restrictions. Your right to use the Services is subject to the conditions that you do not (and do not allow any third party to) misappropriate, copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code, modify the Services in any manner or form, or use unauthorized modified versions of the Services, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Services.

End User Support.

  • You are responsible for receiving and responding to all End User support inquiries, requests, and complaints. Upon reasonable request, Biocanic may, in its sole discretion, use commercially reasonable efforts to assist you in responding to such support inquiries.

3. FEES

  • Fees. As consideration for the provision of the Services contemplated by this Agreement, you shall pay Biocanic the fees set forth on the Fee Schedule (“Subscription Fees”) for utilizing the Services as a component or feature of your services. Provider shall submit a credit card or debit card (“Payment Method”) to Biocanic and shall authorize Biocanic to retain the Payment Method on file for use to pay for Subscription Fees.
  • Monthly Payments. During the Term, Provider shall pay the Subscription Fees by means of the Payment Method on a recurring monthly basis, or as otherwise approved by Biocanic, with the first such payment to be made on the Activation Date and subsequent payments to be made on the same day of every subsequent month thereafter (e.g., if the Activation Date is March 15, then the Subscription Fees will subsequently be payable on April 15, May 15, June 15, etc.). Biocanic reserves the right to pro-rate the charge for the Subscription Fee for any partial months.
  • Late Payment.  Any Subscription Fees that are not paid by the due date hereunder are subject to the accrual of interest on a daily basis from the original due date until paid in full.  This interest will be calculated at the rate that is the lesser of (i) one percent (1%) per month; or (ii) the maximum amount allowable under applicable law.  In the event you fail to make full payment on a timely basis and fail to respond to a notice of non-payment sent by Biocanic (or a third party retained by Biocanic) within ten (10) business days after delivery of such notice, then Biocanic may, at its option and sole discretion, terminate this Agreement or suspend or terminate access to the Services.
  • Fee Adjustments. Biocanic may increase the Subscription Fees by providing you with at least thirty (30) days’ advance written notice of such increase.

4. SUSPENSION RIGHT

  • If you provide information of any kind which is untrue, inaccurate, not current, or incomplete, or Biocanic has reasonable grounds to suspect that such information is untrue, inaccurate, not current, incomplete, misused, or otherwise violative of these terms, Biocanic has the right to suspend or terminate your access to the Services. Biocanic shall have no liability for any suspension or termination under this Section 4.

5. YOUR RESPONSIBILITY

  • Patient Care Decisions. You understand and agree that the Services may include suggested advice and recommendations for End Users, but all decisions in connection with the implementation of such advice and recommendations shall be the sole responsibility of, and made by, you in your role as a Health Coach or Healthcare Provider. You acknowledge and agree that the Services cannot take into account all of the information available to a Health Coach or Healthcare Provider, and that although the Services may include suggested advice and recommendations based upon the data available to Biocanic, you have the ultimate authority and the sole and exclusive responsibility for all advice and recommendations provided to End Users.
  • You agree not to use the Services to:
    • Upload, post, email, transmit or otherwise make available any information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; or
    • Intentionally, negligently, or recklessly harm End Users.
  • You understand and agree that unless expressly stated, Biocanic in no way controls, verifies or endorses any of the information uploaded by you, End Users, or End User-authorized lab testing companies, health tracking devices, or third parties, including any End User Personal Information. You also understand that Biocanic is not responsible for any information or data made available through the Services.
  • You further acknowledge and agree that Biocanic shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any third-party sites, content, or resources linked from the Services.
  • You understand and agree that any authorization of collection, uploading, posting, accessing or downloading will be at your sole risk and Biocanic shall not be responsible to you in any way. Further, Biocanic does not provide any warranty as to your use of any third-party content, software or services that you obtain via the Services.
  • You represent and warrant that the information you have provided to Biocanic is, and the information you provide to Biocanic in the future will be, true and accurate and not misleading.
  • You represent and warrant that you (i) have the authority to enter into this Agreement and (ii) will comply with all applicable laws, rules, and regulations, including those with respect to data and privacy.
  • If you are a “covered entity” as defined and regulated by the Health Insurance Portability and Accountability Act (“HIPAA”), you represent and warrant that you have obtained any and all required End User authorizations and consents to use or disclose protected health information in compliance with HIPAA and applicable state law.
  • If you are offering services to End Users subject to the General Data Protection Regulation, Regulation (EU) 2016/679 of the European Parliament and the Council of the European Union (the “GDPR”), you represent and warrant that you operate in full compliance with the GDPR and have obtained any and all required End User authorizations and consents to process sensitive personal information in compliance with the GDPR and other applicable laws.
  • You represent and warrant that you have obtained any and all necessary End User authorizations and consents to use or disclose End User Personal Information in compliance with applicable law (including written parental authorization, where appropriate), that you provided the End Users with appropriate documents acknowledging your role as a Health Coach or Healthcare Provider in accordance with applicable law, and that you are duly licensed, certified, accredited, or otherwise approved to provide your services to the End Users in accordance with any and all applicable law.

6. INTELLECTUAL PROPERTY RIGHTS, USE OF DATA, TRADE NAMES AND TRADEMARKS

  • All right, title, and interest and all intellectual property rights in and to the materials developed independently by Biocanic or a third party shall vest in and be the sole and exclusive property of Biocanic or such third party.
  • All right, title, and interest in and to the Services and all intellectual property rights in the Services, including all intellectual property rights in the Results generated by the Services, will remain vested in Biocanic.
  • You shall not at any time do, permit, or cause to be done, any act or thing that would tend to impair or dilute Biocanic’s rights in the Services, or Biocanic’s trademarks, service marks, trade names, or other intellectual property rights.
  • Pursuant to the End User Terms of Services, each of your End Users may direct and consent to Biocanic disclosing to you his or her End User Personal Information. In the event you obtain End User Personal Information from Biocanic, you agree to receive, use, disclose, safeguard, and otherwise process such End User Personal Information in accordance with applicable laws and regulations using industry standard security practices and policies. You understand that your End User may, at any time, revoke his or her consent to our and/or your use of his or her End User Personal Information, and you agree to comply with End User’s request or direction regarding the return or destruction of End User Personal Information.
  • You acknowledge and agree that Biocanic may use the Results, as well as any data you provide to Biocanic, and aggregate data derived from your use of the Services and the Results hereunder for any lawful purposes including internal operational and performance improvement purposes. This section shall survive the termination of this Agreement with respect to data transmitted hereunder prior to the date of termination.
  • You agree not to disclose any End User Personal Information to any third parties, including advertisers or marketers, without the End User’s express prior written permission.
  • You further acknowledge that Biocanic may, in its sole discretion, preserve or disclose any data provided by or for you, as well as your information, such as e-mail addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with the legal process, enforce this Agreement, respond to claims that any content provided by or for you violates the rights of third parties, or to protect the rights, property, and/or personal safety of Biocanic, its users, or the general public.

7. TERMINATION

  • You may terminate your account at any time by providing notice to Biocanic at [email protected]. When you notify Biocanic that you wish to terminate your account, you will continue to have access to the Services until the expiration of the term purchased by your last payment of Subscription Fees, except as otherwise provided in Section 7.2 below. For instance, if you are on a monthly pricing plan, and you last paid your Subscription Fees on May 15, and you notify Biocanic on June 1 that you wish to terminate your account, then your access to the Services will terminate June 15. If you are on an annual pricing plan, and you last paid your Subscription Fees on January 1, 2022, and you notify Biocanic on June 1, 2022 that you wish to terminate your account, then your access to the services will terminate January 1, 2023. Again, this Section 7.1 is subject to the qualifications in Section 7.2 below.
  • You agree that Biocanic may, in its sole discretion, terminate this Agreement at any time by providing thirty (30) days’ advance written notice to you at your email address on file. You further agree that Biocanic may immediately restrict, suspend, or terminate this Agreement and/or your access to the Services at any time for cause, including if Biocanic reasonably believes you are in breach of, or have breached, this Agreement or have otherwise violated applicable law with regard to your use of the Services. Without limiting the foregoing, Biocanic may restrict, suspend or terminate your access to the Services if you (a) fail to make a payment when due, (b) attempt to or do misappropriate or otherwise interfere with Biocanic’s intellectual property rights, (c) provide false or misleading information to Biocanic, (d) breach any of your representations and warranties in Section 5 above, (e) fail adequately to protect and maintain the confidentiality of End User Personal Information, or (f) otherwise breach this Agreement or violate applicable law. Further, you agree that Biocanic shall not be liable to you, any End User, or any third party for any such restriction, suspension, or termination of access to the Services. Further, you agree not to attempt to use or to use the Services after said termination. Biocanic reserves the right to issue refunds or credits at Biocanic’s sole discretion, depending on the grounds for Biocanic’s restriction, suspension, or termination of this Agreement and/or your access to the Services. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.
  • Upon the termination or expiration of this Agreement for any reason, your rights under this Agreement will cease, including all rights to access and use the Services.
  • Biocanic 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 agree that Biocanic shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

8. NO WARRANTY / LIMITATION OF LIABILITY

  • Disclaimer of Warranties; Release.
    • THE SERVICES AND ALL RESULTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, AND BIOCANIC HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT. YOU UNDERSTAND AND AGREE THAT BIOCANIC IS NOT A HEALTH COACH OR A HEALTHCARE PROVIDER.
    • YOU FURTHER UNDERSTAND AND AGREE THAT WE DO NOT MAKE ANY WARRANTIES REGARDING ANY RESULTS OR WITH RESPECT TO ANY RESULTS AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE BIOCANIC AND ITS AFFILIATES, AND ITS AND THEIR EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM ANY AND ALL LIABILITY, DAMAGE, LOSS, COST OR EXPENSE INCURRED BY YOU (WHETHER OR NOT DUE TO THE NEGLIGENCE OR OTHER ACTS OR OMISSIONS OF BIOCANIC) TO THE EXTENT SUCH LIABILITY, DAMAGE, LOSS, COST OR EXPENSE ARISES FROM OR IS IN RELATION TO RESULTS OR END USER PERSONAL INFORMATION.
  • Limitation of Liability. NEITHER WE NOR OUR AFFILIATES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE), AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER WE NOR OUR AFFILIATES WILL HAVE LIABILITY HEREUNDER OR TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH THE SERVICES OR RELATED MATTERS FOR AGGREGATE DAMAGES IN EXCESS OF THE FEES PAID BY YOU TO US IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. THE ABOVE LIMITATIONS APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. INDEMNITY

  • YOU HEREBY AGREE, AT YOUR EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS BIOCANIC FROM AND AGAINST ANY LOSS, COST, DAMAGES, CLAIMS, LIABILITY, ATTORNEYS’ FEES, AND/OR OTHER EXPENSES ARISING OUT OF OR RELATING TO (A) ANY FRAUD, NEGLIGENCE, MISCONDUCT, OR OTHER BREACH OF THIS AGREEMENT BY YOU, (B) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS BROUGHT AGAINST BIOCANIC ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES AND RESULTS, INCLUDING CLAIMS BY END USERS, AND (C) CLAIMS ARISING FROM YOUR BREACH OF YOUR REPRESENTATIONS AND WARRANTIES AS SET FORTH IN SECTION 5.

10. BINDING ARBITRATION AND CLASS ACTION WAIVER

  • Disputes: You are agreeing to arbitration.
  • PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH BIOCANIC AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
  • Binding Arbitration. AS USED IN THIS AGREEMENT, THE TERM “DISPUTES” MEANS ANY DISPUTES, CONTROVERSIES, CLAIMS, SUITS, ACTIONS, CAUSES OF ACTION, DEMANDS, OR PROCEEDINGS. EXCEPT FOR ANY DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS, OR PATENTS), YOU AND BIOCANIC AGREE (A) TO WAIVE YOUR AND BIOCANIC’S RESPECTIVE RIGHTS TO HAVE ANY AND ALL DISPUTES ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICES RESOLVED IN A COURT OF LAW, AND (B) TO WAIVE YOUR AND BIOCANIC’S RESPECTIVE RIGHTS TO A JURY TRIAL. INSTEAD, YOU AND BIOCANIC AGREE TO ARBITRATE DISPUTES THROUGH BINDING ARBITRATION, AS SET FORTH MORE PARTICULARLY BELOW.
  • No Class Arbitrations, Class Actions, or Representative Actions. You and Biocanic agree that any Disputes between you and Biocanic arising out of or relating to this Agreement and/or the Services shall be resolved in a proceeding between you and Biocanic only. You and Biocanic expressly waive any and all rights to bring a class or other representative action. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. YOU AND BIOCANIC EXPRESSLY WAIVE ANY RIGHT TO BRING A CLASS ACTION, CLASS ARBITRATION, OR TO SERVE AS A REPRESENTATIVE PLAINTIFF.
  • Federal Arbitration Act. You and Biocanic agree that this Agreement affects interstate commerce and that the enforceability of this Section 10 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
  • Notice; Informal Dispute Resolution. You and Biocanic agree that each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Biocanic shall be sent by certified mail or courier to: Biocanic, Attn: Legal Department, 4976 Foothill Blvd San Diego, CA 92109. Your notice must include (a) your name, postal address, and telephone number, the email address you use or used for your Biocanic account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically and will include (x) our name, postal address and telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Biocanic cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or Biocanic may, as appropriate and in accordance with this Section 10, commence an arbitration proceeding or, to the limited extent specifically provided for in this Section 10, file a claim in small claims court or a claim for equitable relief in court relating to the alleged unlawful use of intellectual property.
  • Process. EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS, OR PATENTS), YOU AND BIOCANIC AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR BIOCANIC WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND BIOCANIC WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Biocanic agree that, unless otherwise subsequently agreed in writing by the Parties: (a) arbitration will occur in person in San Diego County, California or, if requested in your Dispute notice, in the United States county where your permanent residence is located, (b) arbitration will be conducted confidentially by a single arbitrator who is a retired federal or state judge with JAMS, (c) arbitration will be conducted in accordance with the JAMS Comprehensive Arbitration Rules & Procedures (available here: https://www.jamsadr.com/rules-comprehensive-arbitration/), and (d) judgment on the arbitrator’s award may be entered in any court having jurisdiction. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
  • Authority of Arbitrator. As limited by the FAA, this Agreement, and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
  • Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by this Agreement, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
  • Severability. If any term, clause, or provision of this Section 10 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 10 will remain valid and enforceable. Further, the waivers set forth in this Section 10 are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.

11. MISCELLANEOUS

  • This Agreement does not create any joint venture, partnership, agency, or employment relationship between the Parties.
  • Survival. The provisions of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination.
  • Biocanic shall not be liable for any loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, or criminal acts of third parties. Any payment date or delivery of Services date shall be extended to the extent of any delay resulting from any force majeure event.
  • Biocanic’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by an arbitrator or court of competent jurisdiction (whichever is applicable under this Agreement based on the nature of the Dispute) to be invalid, the Parties nevertheless agree that the arbitrator or court (again, whichever is applicable according to the terms of this Agreement) should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
  • Biocanic may assign this Agreement at any time to a subsidiary or parent company or to a successor to its business as part of a merger or sale of substantially all of its assets. You may not assign or transfer your interest in this Agreement without Biocanic’s prior written consent, which consent shall not be unreasonably withheld.
  • The section titles in the Agreement are for convenience only and have no legal or contractual effect.
  • This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without giving effect to its conflicts of law rules.

You are contracting with: Biocanic Inc., 4976 Foothill Blvd San Diego, CA 92109 [email protected]

End User Terms of Service

1. GENERAL CONDITIONS

  • This agreement, titled End User Terms of Service (this “Agreement”), is a binding contract between you as an end user (referred to herein as “you” or “your”) and Biocanic, Inc. (referred to herein as “we”, “us”, “our” or “Biocanic”). This Agreement governs your use of the Biocanic website, the Biocanic Platform (defined below), and other services provided by Biocanic (collectively the “Services”). You and Biocanic are sometimes referred to herein as the “Parties” and each as a “Party.”
  • Please read this Agreement carefully as it governs your use of, and access to, the Services.By clicking the “I AGREE” button, you agree, effective as of the date you click “I AGREE” (the “Effective Date”) to be bound by this Agreement. You are only authorized to use the Services if you agree to, and do, abide by this Agreement and all applicable laws. Please read this Agreement carefully and save it for your records.
  • Note that Section 10 of this Agreement contains a MANDATORY ARBITRATION PROVISION and a CLASS ACTION WAIVER. If you do not agree with the mandatory arbitration provision or the class action waiver, you must select “I DO NOT AGREE” and must not use the Services.

2. THE SERVICES

  • Overview of the Health Coach Services for End Users. Biocanic’s Health Coach Services for End Users includes the Biocanic Platform, a proprietary data storage, communication and analytics platform that (i) evaluates an End User’s Personal Information as submitted directly to Biocanic by the End User or by End User-authorized lab testing companies, health tracking devices, or third parties, (ii) compares that Personal Information to Biocanic’s proprietary datasets, and (iii) then delivers to the End User’s authorized Health Coach(es) population insights (“Results”) through our dashboard or other integrated system. By providing your consent and entering this Agreement, you have authorized us to collect, use, analyze, disclose and otherwise process your Personal Information including sensitive Personal Information (e.g., lab testing data you provide) and share it with your authorized Health Coach. These Health Coaches may use such Personal Information in accordance with your consent herein.
  • Overview of the Direct-to-Consumer Service. Biocanic’s Direct-to-Consumer Service is comprised of storing End User Personal Information as submitted directly by the End User to Biocanic and disclosing such End User Personal Information as End User specifically directs and authorizes.
  • Not Medical Advice. You understand that the Services are not medical care or medical advice, and they are not a substitute for diagnosis, treatment, or care from your physician or other healthcare provider.
  • Rights to the Services.
  • Right to Access. Biocanic hereby grants you a limited, non-exclusive, non-transferable, and terminable right to access and use the Services solely for your personal use, pursuant to this Agreement and during the term of this Agreement.
  • Reservation of Rights. No other rights with respect to the Services are granted under this Agreement.
  • Restrictions. Your right to use the Services is subject to the conditions that you do not (and do not allow any third party to) misappropriate, copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code, modify the Services in any manner or form, or use unauthorized modified versions of the Services, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Services.

3.FEES

  • Health Coach Services End Users. If you are an end user of Health Coach Services, not an Individual Subscriber (as defined in section 3.2), then Biocanic does not charge you a fee (but does charge your Health Coach a fee). You understand and acknowledge that you may be charged by your Health Coach, as applicable, for services provided to you which utilize or otherwise incorporate the Services and that all claims or disputes with respect to fees assessed or owed to your Health Coach will be exclusively between you and your Health Coach.
  • Fees for Direct-to-Consumer Service. If you are an individual subscriber to Biocanic’s Direct-to-Consumer Service (an “Individual Subscriber”), you agree to pay Biocanic subscription fees (“Subscription Fees”) for Individual Subscribers of $5.00 per month. In the event you fail to make any payments under this Agreement, Biocanic reserves the right to suspend your access and use of the Services without notice until such outstanding payments are satisfied.
  • Payment Method. If you are an Individual Subscriber, you shall submit a credit card or debit card (“Payment Method”) to Biocanic. You authorize Biocanic to retain the Payment Method on file and to charge your Payment Method each time your Subscription Fees are due. You agree to keep your Payment Method up-to-date. If a payment is not successfully charged due to expiration of your credit card or debit card, we may suspend or terminate your subscription.
  • Automatic Payments. If you are an Individual Subscriber, your first payment of Subscription Fees will be due on the Effective Date or, if a free trial period has been given to you, then on the first day following the expiration of the free trial period. (For example, if the Effective Date of this Agreement is January 1, and you are given a fourteen-day free trial period, then your first Subscription Fees payment would be due January 15.) The date that your first Subscription Fees payment is due is referred to herein as the “Activation Date.” You authorize Biocanic automatically to charge your Payment Method on a recurring monthly basis (until either you or Biocanic has terminated the Agreement in accordance with Section 7), with the first such payment to be made on the Activation Date and subsequent payments to be made on the same day of every subsequent month thereafter (e.g., if the Activation Date is March 15, then Subscription Fees will be charged to your Payment Method on March 15, April 15, May 15, etc.) You acknowledge that the timing of when you are billed may vary if your subscription began on a day not contained in a given month (e.g., if your Activation Date is May 31, your Payment Method would be billed next on June 30.)
  • Late Payment. Any Subscription Fees that are not paid by the due date hereunder are subject to the accrual of interest on a daily basis from the original due date until paid in full. This interest will be calculated at the rate that is the lesser of (i) one percent (1%) per month; or (ii) the maximum amount allowable under applicable law.
  • Fee Adjustments. Biocanic may increase the Subscription Fees by providing you with at least thirty (30) days’ advance written notice of such increase.

4. SUSPENSION RIGHT

  • If you provide information of any kind that is untrue, inaccurate, not current, or incomplete, or Biocanic has reasonable grounds to suspect that the information you provide is untrue, inaccurate, not current, incomplete, misused, or otherwise violative of any term in this Agreement, Biocanic has the right to suspend or terminate your access to the Services. Biocanic shall have no liability for any suspension or termination under this Section 4.

5. YOUR RESPONSIBILITY

  • You agree not to use the Services to:
    • Upload, post, email, transmit, or otherwise make available any information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; or
    • Intentionally, negligently, or recklessly harm End Users.
  • To the extent you authorize a Health Coach to access your Personal Information, you acknowledge and agree that your Health Coach, not Biocanic, is solely responsible for any advice provided to you, including all statements, suggestions, acts, or omissions. While Biocanic may provide information and recommendations to your Health Coach, if applicable, you acknowledge that it is each Health Coach’s sole responsibility to fully understand Biocanic’s recommendations and your conditions based upon all available information and to make all decisions related to you.
  • You understand and agree that unless otherwise expressly stated, Biocanic in no way controls, verifies, or endorses any of the information uploaded by you or your authorized lab testing companies, health tracking devices, or third parties, including any of your Personal Information. You also understand that Biocanic is not responsible for any information or data made available through the Services.
  • You further acknowledge and agree that Biocanic shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods or services available on or through third-party sites, contents, or resources linked from the Services, and you covenant not to sue Biocanic for any damage or loss caused, or allegedly caused, in connection with your use of or reliance on any such content, goods or services.
  • You understand and agree that any authorization of collection, uploading, posting, accessing, downloading, or otherwise processing will be at your sole risk and Biocanic shall not be responsible to you in any way. Further, Biocanic does not provide any warranty as to your use of any third-party content, software, or services that you obtain via the Services.
  • You represent and warrant that the information you have provided to Biocanic is, and any information you provide to Biocanic in the future will be, true, accurate, complete, and not misleading.

6. INTELLECTUAL PROPERTY RIGHTS, USE OF DATA, TRADE NAMES AND TRADEMARKS

  • All right, title, and interest (including all intellectual property rights) in and to the materials developed independently by Biocanic or a third party shall vest in and be the sole and exclusive property of Biocanic or such third party.
  • All right, title, and interest in and to the Services and all intellectual property rights in the Services, including all intellectual property rights in the Results generated by the Services, will remain vested in Biocanic.
  • You shall not at any time do, permit or cause to be done, any act or thing that would tend to impair, dilute, infringe, misappropriate, or interfere with Biocanic’s rights in the Services or Biocanic’s trademarks, service marks, trade names, or other intellectual property rights.
  • Biocanic maintains a secure copy of your Personal Information to be used for its legitimate business purposes, including, without limitation, research and product development. We may disclose your Personal Information only to (a) third parties in accordance with your consent as provided herein or otherwise obtained from you, (b) your authorized Health Coach with whom Biocanic has a relationship, or (c) as otherwise described in our Privacy Policy, the terms of which are incorporated here by reference. In addition, you understand that we have the right to de-identify your Personal Information and use and disclose such De-Identified Data for any lawful purpose. Your agreement to these End User Terms of Service and our Privacy Policy, as well as your express consent as provided for in Section 1.1, constitutes your explicit authorization and consent for us to engage in any of the foregoing processing.
  • You acknowledge and agree that Biocanic may use the Results, as well as any data you provide to Biocanic, and aggregate data derived from your use of the Services and the Results hereunder for any lawful purposes including internal operational and performance improvement purposes. This section shall survive the termination of this Agreement with respect to data transmitted hereunder prior to the date of termination.
  • Biocanic will not contact you with third party advertising or promotion without your explicit permission.
  • You further acknowledge that Biocanic may, in its sole discretion, preserve or disclose any data provided by or for you, as well as your information, such as e-mail addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with the legal process, enforce this Agreement, respond to claims that any content provided by or for you violates the rights of third parties, or to protect the rights, property, and/or personal safety of Biocanic, its users, or the general public.

7. TERMINATION

  • You may terminate this Agreement at any point in time upon thirty (30) days’ prior written notification to Biocanic. For purposes of this Section 7.1, termination notification to Biocanic must be sent to [email protected].
  • You agree that Biocanic, in its sole discretion and without notice to you, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Services (or any part thereof), immediately and without notice, and remove and discard any content within the Services, for any reason, including, without limitation, if Biocanic believes that you have acted contrary to this Agreement. Further, you agree that Biocanic shall not be liable to you or any third party for any termination of such access to the Services. Further, you agree not to attempt to use the Services after said termination.
  • Upon the termination or expiration of this Agreement for any reason, your rights under this Agreement will cease, including all rights to access and use the Services.
  • Biocanic 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 to you. You agree that Biocanic shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

8. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

  • Disclaimer of Warranties; Release. THE SERVICES AND ALL RESULTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, AND BIOCANIC HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT. YOU UNDERSTAND AND AGREE THAT BIOCANIC IS NOT A HEALTH COACH AND HAS NO CONTROL OVER ANY HEALTH COACH WHICH MAY OR MAY NOT UTILIZE OR INCORPORATE THE SERVICES.
  • YOU FURTHER UNDERSTAND AND AGREE THAT WE DO NOT MAKE ANY WARRANTIES REGARDING ANY HEALTH COACH OR THEIR SERVICES AND/OR PRODUCTS AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE AND WAIVE ANY CLAIMS AGAINST, AND COVENANT NOT TO SUE, BIOCANIC AND ITS AFFILIATES, AND ITS AND THEIR EMPLOYEES, AGENTS AND REPRESENTATIVES AS TO ANY AND ALL LIABILITY, DAMAGE, LOSS, COST OR EXPENSE INCURRED BY YOU (WHETHER OR NOT DUE TO THE NEGLIGENCE OR OTHER ACTS OR OMISSIONS OF BIOCANIC) TO THE EXTENT SUCH LIABILITY, DAMAGE, LOSS, COST OR EXPENSE ARISES FROM OR IS IN RELATION TO THE ACTIONS, RECOMMENDATIONS, SERVICES, OR PRODUCTS OF A HEALTH COACH.
  • Limitation of Liability. NEITHER WE NOR OUR AFFILIATES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER WE NOR OUR AFFILIATES WILL HAVE LIABILITY HEREUNDER OR TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH THE SERVICES OR RELATED MATTERS FOR AGGREGATE DAMAGES IN EXCESS OF THE FEES PAID BY YOU TO US IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. THE ABOVE LIMITATIONS APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. INDEMNITY

  • YOU HEREBY AGREE, AT YOUR EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS BIOCANIC FROM AND AGAINST ANY LOSS, COST, DAMAGES, CLAIMS, LIABILITY, ATTORNEYS’ FEES, AND/OR OTHER EXPENSES ARISING OUT OF OR RELATING TO (A) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS OF INFRINGEMENT, MISAPPROPRIATION OR THE LIKE BASED ON INFORMATION, DATA, OR CONTENT YOU SUBMITTED IN CONNECTION WITH THE SERVICES, (B) ANY FRAUD, MANIPULATION, OR OTHER BREACH OF THIS AGREEMENT BY YOU, (C) THIRD PARTY CLAIMS, ACTIONS, OR ALLEGATIONS BROUGHT AGAINST BIOCANIC ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES, OR (D) CLAIMS ARISING FROM YOUR BREACH OF YOUR REPRESENTATIONS AND WARRANTIES AS SET FORTH IN SECTION 5.

10. BINDING ARBITRATION AND CLASS ACTION WAIVER

  • Disputes: You are agreeing to arbitration.
  • PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH BIOCANIC AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
  • Binding Arbitration. AS USED IN THIS AGREEMENT, THE TERM “DISPUTES” MEANS ANY DISPUTES, CONTROVERSIES, CLAIMS, SUITS, ACTIONS, CAUSES OF ACTION, DEMANDS, OR PROCEEDINGS. EXCEPT FOR ANY DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS, OR PATENTS), YOU AND BIOCANIC AGREE (A) TO WAIVE YOUR AND BIOCANIC’S RESPECTIVE RIGHTS TO HAVE ANY AND ALL DISPUTES ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICES RESOLVED IN A COURT OF LAW, AND (B) TO WAIVE YOUR AND BIOCANIC’S RESPECTIVE RIGHTS TO A JURY TRIAL. INSTEAD, YOU AND BIOCANIC AGREE TO ARBITRATE DISPUTES THROUGH BINDING ARBITRATION, AS SET FORTH MORE PARTICULARLY BELOW.
  • No Class Arbitrations, Class Actions, or Representative Actions. You and Biocanic agree that any Disputes between you and Biocanic arising out of or relating to this Agreement and/or the Services shall be resolved in a proceeding between you and Biocanic only. You and Biocanic expressly waive any and all rights to bring a class or other representative action. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. YOU AND BIOCANIC EXPRESSLY WAIVE ANY RIGHT TO BRING A CLASS ACTION, CLASS ARBITRATION, OR TO SERVE AS A REPRESENTATIVE PLAINTIFF.
  • Federal Arbitration Act. You and Biocanic agree that this Agreement affects interstate commerce and that the enforceability of this Section 10 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
  • Notice; Informal Dispute Resolution. You and Biocanic agree that each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Biocanic shall be sent by certified mail or courier to: Biocanic, Inc., Attn: Legal Department, 4976 Foothill Blvd San Diego, CA 92109. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Biocanic account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Biocanic cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or Biocanic may, as appropriate and in accordance with this Section 10, commence an arbitration proceeding or, to the extent specifically provided for in this Section 10, file a claim in small claims court or a claim for equitable relief in court relating to the alleged unlawful use of intellectual property.
  • Process. EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS, OR PATENTS, YOU AND BIOCANIC AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR BIOCANIC WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND BIOCANIC WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Biocanic agree that, unless otherwise subsequently agreed in writing by the Parties: (a) arbitration will occur in person in San Diego County, California or, if requested in your Dispute notice, in the United States county where your permanent residence is located, (b) arbitration will be conducted confidentially by a single arbitrator who is a retired federal or state judge with JAMS, (c) arbitration will be conducted in accordance with the JAMS Comprehensive Arbitration Rules & Procedures (available here: https://www.jamsadr.com/rules-comprehensive-arbitration/), and (d) judgment on the arbitrator’s award may be entered in any court having jurisdiction. You may also litigate a small claims Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
  • Authority of Arbitrator. As limited by the FAA, this Agreement, and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
  • Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by this Agreement, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
  • Severability. If any term, clause, or provision of this Section 10 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 10 will remain valid and enforceable. Further, the waivers set forth in this Section 10 are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.

11. MISCELLANEOUS

  • This Agreement does not create any joint venture, partnership, agency, or employment relationship between the Parties.
  • Survival. The provisions of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination.
  • Biocanic shall not be liable for any loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, or criminal acts of third parties. Any payment date or delivery of Services date shall be extended to the extent of any delay resulting from any force majeure event.
  • You understand that the technical processing and transmission of Services, including your Personal Information, may involve (a) transmissions over various networks, and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
  • Biocanic’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by an arbitrator or court of competent jurisdiction (whichever is applicable under this Agreement based on the nature of the Dispute) to be invalid, the Parties nevertheless agree that the arbitrator or court (again, whichever is applicable according to the terms of this Agreement) should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
  • Biocanic may assign this Agreement at any time to a subsidiary or parent company or to a successor to its business as part of a merger or sale of substantially all of its assets. You may not assign or transfer your interest in this Agreement without Biocanic’s prior written consent, which consent shall not be unreasonably withheld.
  • The section titles in the Agreement are for convenience only and have no legal or contractual effect.
  • This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without giving effect to its conflict of laws rules.

You are contracting with: Biocanic, Inc., 4976 Foothill Blvd San Diego, CA 92109 [email protected]

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