Terms and conditions of use

1. Use of the website

1.1. Access and Use. Subject to your strict compliance with these Terms, Ivano authorizes you to access and use the Website solely for your personal use or your internal business purposes.

Accuracy of Information. We use commercially reasonable efforts to ensure that the information available on the Website is accurate and up-to-date. However, there may be times when information contains typographical errors, inaccuracies or minor omissions. In such event, and to the extent permitted by law, we reserve the right to correct any such minor errors, inaccuracies or omissions on the Website. In case of a discrepancy between the information displayed on the Website and the information provided to you directly by Ivano (in a relevant order form or through other means), the information provided to you directly by Ivano will prevail.

1.2. Privacy Policy. Any collection and use of your personal information through the Website is governed by our Privacy Policy, which forms part of these Terms. In the event of a conflict between the terms of the Terms and the Privacy Policy with respect to the collection and use of your personal information, the terms of the Privacy Policy shall prevail.

1.3. Information Security. You understand that content you submit (if any) via the Website may be transferred unencrypted to various networks; such transfer may involve modifications to conform and adapt to technical requirements of the networks or connecting devices. Your personal information, however, remains protected in accordance with our Privacy Policy.

1.4. Restrictions. You may not, at any time, directly or indirectly: (i) copy, modify or create derivative works of the Website, in whole or in part; (ii) rent, lease, loan, sell, sublicense, assign, distribute, publish, transfer the Website or the Website Content (as defined below) to third parties; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or access the source code of the Website, in whole or in part ; (iv) remove any proprietary notices from the Website or Website Content ; (v) use the Website as a service bureau, time-share or in any other manner allocated to third parties; (vi) use the Website in a manner contrary to the our instructions; (vii) share non-public Website features with third parties; (viii) probe, scan, vulnerability test or circumvent any security mechanism used by websites, servers or networks connected to the Website; (ix) take any action that imposes an unreasonable or disproportionately large load on websites, servers or networks connected to the Website; (x) access, attempt to access, or use the data of other users of the Website without their consent; (xi) knowingly diminish or impede access to the Website; (xii) access or use the Website to create a similar or competing Website; or (xiii) use the Website or Website Content in any manner or for any purpose that infringes, misappropriates or violates any intellectual property or other right of any person, or that violates any applicable law.

1.5. Suspension of the Website. Notwithstanding anything to the contrary in these Terms, Ivano may temporarily suspend your access to some or all of the Website if, in Ivano’s reasonable opinion: (i) there is a threat or attack on any component of the Website; (ii) your use of the Website disrupts or poses a security risk to the Website or any other customer of Ivano; (iii) you use the Website for fraudulent or illegal activities; (iv) your use of the Website is prohibited by applicable law; or (v) your use of the Website violates the Terms (each, a “Suspension”). Ivano will use commercially reasonable efforts to notify you in writing of any Suspension and to provide you with updates regarding the resumption of access to the Website following any Suspension. Ivano will use commercially reasonable efforts to provide access to the Website as soon as reasonably possible after the event giving rise to the Suspension has been corrected. To the extent permitted by law, Ivano is not responsible for any damages, liabilities, losses (including any lost profits), or any other consequences you may incur as a result of a Suspension.

1.6. Compliance Measures. The Website may contain technological safeguards to prevent copying and other security measures to prevent unauthorized uses of the Website, such as uses: (i) beyond the scope of access granted under Section 1.1 of the Terms; and/or (ii) prohibited under Section 1.5 of the Terms. You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to such security measures.

1.7. Investigations and Lawsuits. Ivano reserves the right to investigate any actual or potential violations of these Terms and to take appropriate action to bring any such violations to an end. You acknowledge and agree that Ivano has the right (but not the obligation) to enforce compliance with these Terms, applicable laws, court orders and governmental requirements. In the event of a breach of these Terms, Ivano has the right, at any time and without notice, to disable your access to or use of the Website.

2. Prices and currency

2.1. Prices and taxes. Unless otherwise indicated, the prices listed on the Website (if any) do not include applicable federal or state sales taxes. Applicable taxes will be listed separately in your order form.

2.2. Currency. Unless otherwise specified, all prices displayed on the Website are in Canadian currency.

3. Information collection and use; aggregate data

3.1. Collection and Use of Information. Ivano may, directly or indirectly through the services of third parties, collect and store information regarding the use of the Website and about the equipment by which the Website is accessed and used, through: (i) the security measures included in the Website; and (ii) through transfer via the Internet. You agree that Ivano may use this information for purposes related to any use of the Website by you, including, but not limited to, in order to: (y) improve the performance of the Website or develop updates; and (z) verify your compliance with the Terms and enforce Ivano’s rights, including the intellectual property rights that Ivano holds, as between the parties, in and to the Website and Documentation.

3.2. Aggregate Data. Notwithstanding anything to the contrary herein, Ivano may monitor your use of the Website, collect and compile aggregated and anonymized data sets and decision models (collectively, the “Aggregate Data”). As between the parties, all right, title and interest in and to the Aggregate Data, including all intellectual property rights therein, are owned and held exclusively by Ivano. You acknowledge and agree that Ivano may, in its sole and absolute discretion: (i) make the Aggregate Data publicly available in accordance with applicable law; and (ii) use the Aggregate Data to the extent and in the manner permitted by applicable law.

4. Content and intellectual property

4.1. Website and Documentation. You acknowledge and agree that the Website and Website Content are provided to you under license, and are not sold to you. You acquire no right, title or interest in or to the Website or Website Content under these Terms other than the right to access and use the Website and Website Content in accordance with the Terms. As between the parties, Ivano retains all right, title and interest in and to the Website and the Website Content, including all intellectual property rights therein, subject to the accesses expressly granted hereunder. You are responsible for protecting the Website and Website Content (including all copies thereof) from infringement, misappropriation, theft, and unauthorized use or access.

4.2. Trademarks. All trademarks, service marks, logos, trade names and other distinctive signs designating Ivano or the Website are, between us, trademarks of Ivano. All other trademarks, service marks, logos, trade names and other distinctive signs are trademarks of their respective owners.

4.3. Content of the Website. All original works reproduced or published on the Website are protected by copyright. The owner of the copyright in each work reserves all rights in it. You acknowledge and agree that it is an infringement of copyright for any person to do, without the consent of the copyright owner, anything that only the copyright owner has the right to do under applicable copyright laws. Elements of the content offered by Ivano on the Website, documents, audio and video samples, photos or other materials (collectively, the “Website Content“) may be protected by intellectual property including, but not limited to, copyright, privacy rights, trademarks and the like, and may require the consent of or license from a third party. Ivano does not represent or warrant that such consents or licenses have been obtained, and expressly disclaims any liability in connection therewith.

4.4. Feedback. If you send or transmit to Ivano any communication or material suggesting or recommending changes to the Website, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions or the like, or any recommendations or suggestions regarding Ivano’s services or products (each, a “Feedback“), Ivano shall have the right (but not the obligation) to use such Feedback. You hereby assign to Ivano, on your behalf, all right, title and interest in and to the Feedback, and this assignment shall be effective as of the date of creation of such right, title and interest. You agree to waive any moral rights you have or may have in and to the Feedback. Without limiting the generality of the foregoing, you acknowledge and agree that Ivano shall have the right (but not the obligation) to use, without any attribution or compensation, any ideas, know-how, concepts, techniques or other intellectual property rights in and to the Feedback for any purpose. You also agree to complete and sign any documents that Ivano may reasonably require in order to give full effect to this provision.

4.5. Complaints and management of the Website. If you believe that any Content available on the Website violates any of the provisions of this Section 4 or any applicable law, Ivano invites you to file a complaint that will be treated confidentially at the following email address: [info@ivanobioscience.com]. Notwithstanding the foregoing, you acknowledge and agree that Ivano has no obligation to review or to monitor your access to or use of the Website, but has the right to do so, in order to ensure compliance with these Terms, applicable laws, court orders, governmental standards, or any other applicable requirements. Ivano reserves all rights with respect to the administration of the Website, including, but not limited to, the right to remove without notice any content that, in the sole and absolute discretion of Ivano, does not comply with the rules set forth in this section 4.

5. Limitation of liability

5.1. IN NO EVENT SHALL IVANO BE LIABLE TO YOU FOR ANY INTERRUPTION, SUSPENSION OR INABILITY TO ACCESS THE WEBSITE, INCLUDING BUT NOT LIMITED TO OUTAGES, NETWORK PROBLEMS, FORCE MAJEURE OR EVENTS BEYOND OUR CONTROL, OR FOR ANY DAMAGES THAT MAY RESULT THEREFROM. IVANO MAY, AT ANY TIME AND WITHOUT PRIOR NOTICE, INTERRUPT ACCESS TO THE WEBSITE TEMPORARILY FOR MAINTENANCE PURPOSES AIMED AT ITS PROPER FUNCTIONING, WITHOUT HAVING TO GRANT ANY COMPENSATION. TO THE FULLEST EXTENT PERMITTED BY LAW, IVANO SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, TRANSMISSION OF VIRUSES, HACKING ATTEMPTS, AND PIRACY OF DATA, FILES OR PROGRAMS CONTAINED THEREIN, TO THE EXTENT THAT SUCH LOSS OR DAMAGE IS NOT THE RESULT OF A FAULT OF IVANO OR A BREACH OF ITS OBLIGATIONS HEREUNDER.

6. External sites

6.1. The Website may contain hyperlinks to external websites that take you away from the Website (the “External Sites“). You acknowledge and agree that Ivano is not responsible for the availability of these External Sites or the accuracy of the content, products or services available on these External Sites. Hyperlinks to External Sites do not imply that Ivano approves or endorses such External Sites. You acknowledge and agree that you assume all risks arising from your use of the External Sites. By using the Website, you expressly release Ivano from any liability arising from your use of any External Site, and you are bound by the terms of use and privacy policy applicable to such External Sites.

7. General

7.1. Survival of Provisions. Provisions that by their nature should survive termination of these Terms shall survive termination, including provisions relating to ownership and disclaimers and limitations of liability.

7.2. Entire Agreement. These Terms and the Privacy Policy supersede any prior agreements between you and Ivano and constitute the entire agreement between you and Ivano with respect to the use of the Website and its content.

7.3. Notices. We may provide you with any required legal notices (including service of process) by any legal method, including posting notices on the Website or sending notices to any email address you provide when setting up your account on the Website or that you provide in any other interaction with us or the Website. You agree to send us notices by mailing them to: 23-737 av. du Château, Québec (Québec) G1X3P4, Canada.

7.4. Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder.

7.5. Waiver and Severability. The fact that Ivano does not enforce a right or provision of these Terms does not constitute a waiver of the future enforcement of such right or provision. The waiver of such a right or provision will only be effective if it is in writing and signed by a duly authorized representative of Ivano. Except as expressly provided in these Terms, the exercise by Ivano of any of its remedies under these Terms shall be without prejudice to its other remedies. If, for any reason whatsoever, a court of competent jurisdiction finds any provision of this agreement to be invalid or unenforceable, the remaining provisions of these Terms will remain valid and effective.

7.6. Force Majeure. Except for obligations relating to payment, each party shall be relieved of its obligations to the extent and for the period that it is unable or prevented from performing such obligations by circumstances beyond its control and shall not be liable to the other party for any damages suffered.

7.7. Contact us. Ivano welcomes your comments, questions and feedback, which can be sent to [info@ivanobioscience.com].