Health Coach Provider Terms of Service

  1. GENERAL CONDITIONS
    • This Agreement of Service, including other documents we refer to in this Agreement (together, the “Agreement”), represents a binding contract entered into between you as a Health Coach or Healthcare Provider (collectively, “Health Coach”) utilizing the Services as a component or feature of your products or services (referred to herein as “you” or “your”) and Biocanic Inc. (referred to herein as “we”, “us”, “our” or “Biocanic”) and governs your use of the website, the Biocanic Platform and Dashboard, including the API, and any other services provided by Biocanic (collectively the “Services”).

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

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

NOTE THAT SECTION 10 OF THESE TERMS CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES, INCLUDING, BUT NOT LIMITED, TO THE WAIVER OF A JURY TRIAL.  If you do not agree with it, you must select “I DO NOT AGREE” and must not use the Service.

  • This Agreement may be amended by Biocanic from time to time. In the event Biocanic amends this Agreement, you will be required to accept the amended Agreement in the same or similar manner in which you accepted this Agreement.  You understand and agree that you are solely responsible for reviewing the amended Agreement and shall have the right to reject such amended Agreement by clicking “I DO NOT AGREE” and ceasing your use of the Services.
  • This Agreement contains the entire agreement of the parties in relation to your use of the Services, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
  1. 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 machine learning and phenotyping engine that (i) evaluates an End User’s personal data as submitted directly by the End User or End User-authorized lab testing companies, health tracking devices, or third parties to Biocanic (“End User Personal Data”), (ii) compares that End User Personal Data to Biocanic’s proprietary datasets, and (iii) then delivers to you population insights and recommendations (collectively “Results”) through our dashboard (“Dashboard”).
      • 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 of this Agreement.
    • Upgrades.
      • “Upgrades” means new versions of, and updates to, the Biocanic’s Services, whether for the purpose of fixing an error, bug or other issue in the Biocanic’s Platform and 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 any and all liability that may arise from an End User’s failure 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 your purposes to provide 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 does 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. You agree that the rights to the Services granted herein is on the condition that you do not (and do not allow any third party to) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof 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.

  1. 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.  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 one (1) month prior written notice of such increase.
  2. 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.

  1. 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. You acknowledge and agree that the Services cannot take into account all of the information available to a Health Coach, and that although the Services may include suggested advice and recommendations based upon the data available to Biocanic, the Health Coach has 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 Data. 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 such content, goods or services available on or through third-party site, content, or resource 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 information provided by you when entering this Agreement or subsequently is true and accurate and not misleading.
    • You represent and warrant that you (i) have the authority to enter 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 HIPAA, you represent and warrant that you have obtained any 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 who are subject to the General Data Protection Regulation (“GDPR”), you represent and warrant that you operate in full compliance with GDPR and have obtained any required End User authorizations and consents to process sensitive personal information in compliance with GDPR and other applicable laws.
    • You represent and warrant that you have obtained any 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), provided the End User with appropriate documents acknowledging your role as a Health Coach in accordance with applicable federal and state law and you further represent that you are duly licensed, certified, accredited, or otherwise approved to provide your services to the End User in accordance with applicable federal and state law.
  2. 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, and trade names.
    • Pursuant to the End User Terms of Services, your End User may direct and consent to Biocanic disclosing to you his or her End User’s Personal Data. In the event you obtain End User Personal Data from Biocanic, you agree to receive, use, disclose, safeguard, and otherwise process such End User Personal Data 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 your use of End User Personal Data, and you agree to comply with End User’s request or direction regarding the return or destruction of End User Personal Data.
    • 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. Biocanic may use in its marketing and advertising your name, as well as the total number of End Users, total number of stored records, total transaction volumes, and other aggregate statistics associated with your account to attract new End Users as permitted by applicable law. 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 Data 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 right of third parties; or to protect the rights, property, or personal safety of Biocanic, its users, or the general public.
  3. TERMINATION
    • Either party may terminate this Agreement at any point in time upon thirty (30) days’ prior written notification to the other. For purposes of this Section 7.1, termination notification to Biocanic must be sent to [email protected]
    • You agree that Biocanic, at its sole discretion and without notice, 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 inconsistently with this Agreement. Further, you agree that Biocanic shall not be liable to you, an End User, or third party for any termination of such access to the Services. Further, you agree not to attempt to use or 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. You agree that Biocanic shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.
  4. NO WARRANTY / LIMITATION OF LIABILITY
    • Disclaimer of Warranties; Release. THE SERVICE AND ALL RESULTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, AND BIOCANIC HEREBY DISCLAIMS, ALL OTHER 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 HEALTH CARE 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 DATA.

  • 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 THE FEES PAID BY YOU 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.
  1. INDEMNITY

YOU HEREBY AGREE, AT YOUR EXPENSE, TO INDEMNIFY, DEFEND AND HOLD BIOCANIC HARMLESS FROM AND AGAINST ANY LOSS, COST, DAMAGES, LIABILITY, AND/OR EXPENSE ARISING OUT OF OR RELATING TO (A) ANY FRAUD, MANIPULATION 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.

  1. DISPUTE RESOLUTION
    • 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. EXCEPT FOR ANY DISPUTES, CLAIMS, SUITS, ACTIONS, CAUSES OF ACTION, DEMANDS, OR PROCEEDINGS (COLLECTIVELY, “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 THESE TERMS 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 (WHICH IS THE REFERRAL OF A DISPUTE TO ONE OR MORE PERSONS CHARGED WITH REVIEWING THE DISPUTE AND MAKING A FINAL AND BINDING DETERMINATION TO RESOLVE IT INSTEAD OF HAVING THE DISPUTE DECIDED BY A JUDGE OR JURY IN A COURT OF LAW).
  • No Class Arbitrations, Class Actions, or Representative Actions. YOU AND BIOCANIC AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES IS PERSONAL TO YOU AND BIOCANIC AND THAT SUCH DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING. YOU AND BIOCANIC AGREE THAT THERE WILL BE NO CLASS ARBITRATION OR ARBITRATION IN WHICH AN INDIVIDUAL ATTEMPTS TO RESOLVE A DISPUTE AS A REPRESENTATIVE OF ANOTHER INDIVIDUAL OR GROUP OF INDIVIDUALS. FURTHER, YOU AND BIOCANIC AGREE THAT A DISPUTE CANNOT BE BROUGHT AS A CLASS OR OTHER TYPE OF REPRESENTATIVE ACTION, WHETHER WITHIN OR OUTSIDE OF ARBITRATION, OR ON BEHALF OF ANY OTHER INDIVIDUAL OR GROUP OF INDIVIDUALS.
  • Federal Arbitration Act. You and Biocanic agree that this Agreement affects interstate commerce within the United States (“US”) and that the enforceability of this Section 10 shall be both substantively and procedurally governed by and construed and enforced in accordance with the US 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 arbitrable or small claims 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, 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 a court of law.
  • 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: (a) arbitration will either occur (i) in person in San Diego County, California or, if requested in your Dispute notice, in the US county where your permanent residence is located, (ii) by written submissions, or (iii) telephonically, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of California and the US, respectively, sitting in San Diego County, California have exclusive jurisdiction over any appeals and enforcement of an arbitration award. 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.
  1. MISCELLANEOUS
    • This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.
    • The Limitation of Liability, Intellectual Property Rights, Use of Data, Trade Names and Trademarks, Limited Warranty, Indemnity, Fees and Payments, and Miscellaneous Sections will survive termination or expiration of this Agreement.
    • 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, criminal acts of third parties, and 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 a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court 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 its interest in this Agreement without Biocanic’s prior written consent, which consent shall not be unreasonably withheld.
    • The parties hereby agree to use reasonable good faith efforts to resolve any dispute hereunder by promptly identifying a contact person and instructing such individual to negotiate in good faith with the other party’s contact person to resolve any such dispute. With respect to any dispute not resolved within two (2) months of identifying the relevant contact persons, the parties may seek the appropriate remedies provided herein.
    • 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. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts of the City and County of San Diego, California.

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 of Service, including other documents we refer to in this Agreement (together, the “Agreement”), represents a binding contract entered into between you as an end user of the Services (referred to herein as “you” or “your”) and Biocanic Inc. (referred to herein as “we”, “us”, “our” or “Biocanic”) and governs your use of the website, the Biocanic Platform and the other services provided by Biocanic (collectively the “Services”).

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

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

    NOTE THAT SECTION 10 OF THESE TERMS CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES, INCLUDING, BUT NOT LIMITED, TO THE WAIVER OF A JURY TRIAL.  If you do not agree with it, you must select “I DO NOT AGREE” and must not use the Service.

    • EXPRESS CONSENT: You hereby consent to and authorize Biocanic to collect, store, integrate, transmit, share, display, and otherwise process any and all Personal Information you provide to Biocanic, whether through the Services or otherwise (“Personal Information”) for the purposes of providing the Services, including the sharing of your Personal Information with Health Coaches or Healthcare Providers (collectively, “Health Coaches”). Additionally, you hereby consent to and authorize Biocanic to De-Identify your Personal Information (“De-Identified Data”) and use such De-Identified Data for any lawful purpose.  “De-Identify” means the removal of your direct information (e.g., name) and indirect information (e.g., Device ID), such that you cannot be reasonably re-identified as an individual.

    You may revoke your consent at any time by terminating the Service as set forth in Section 7.  Upon such revocation, Biocanic will cease using your Personal Information other than as necessary for legal, compliance, and audit purposes.  However, you acknowledge and agree that De-Identified Data is not your Personal Information and the no revocation of consent will impact Biocanic’s ability to use, disclose, and otherwise process De-Identified Data.

    You must separately contact Health Coaches regarding controls and choices for the Personal Information that you authorized them to share with Biocanic.

    • This Agreement may be amended by Biocanic from time to time. In the event Biocanic amends this Agreement, you will be required to accept the amended Agreement in the same or similar manner in which you accepted this Agreement.  You understand and agree that you are solely responsible for reviewing the amended Agreement and shall have the right to reject such amended Agreement by clicking “I DO NOT AGREE” and ceasing your use of the Services.
    • This Agreement contains the entire agreement of the parties in relation to your use of the Services, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
    1. THE SERVICES
      • Overview of the Health Coach Services for End Users.  Biocanic’s Health Coach Services for End Users comprise the following: a proprietary machine learning and phenotyping engine that (i) evaluates an End User’s Personal Information as submitted directly by the End User to Biocanic or by lab testing companies, health tracking devices, or third parties as authorized by an End User, (ii) compares that Personal Information to Biocanic’s proprietary datasets, and (iii) then delivers to End User’s authorized Health Coach  population insights (“Results”) through our dashboard (“Dashboard”).  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 by you.  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 nor advice, and should not substitute 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. You agree that the rights to the Services granted herein is on the condition that you do not (and do not allow any third party to) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof 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.
    1. FEES

    On a periodic basis, you agree to pay Biocanic the fees in accordance with our fee schedule, which may be updated by Biocanic from time to time.  You understand and acknowledge that you have the responsibility of reviewing the fee schedule at the link above on a regular basis.  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. You further 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 with between you and your Health Coach.

    1. 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 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.

    1. 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 use of or reliance on any such content, goods or services available on or through third-party sites, contents, or resources linked from the 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 information provided by you when entering this Agreement or subsequently thereafter is true, accurate, complete, and not misleading.
    2. 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, and trade names.
      • 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.  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 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. Biocanic may use in its marketing and advertising the total number of End Users, total number of stored records, total transaction volumes, and other aggregate statistics to attract new customers as permitted by applicable law. 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 right of third parties; or to protect the rights, property, or personal safety of Biocanic, its users, or the general public.
    3. 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, at its sole discretion and without notice, 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 inconsistently with 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. You agree that Biocanic shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.
    4. NO WARRANTY / LIMITATION OF LIABILITY
      • Disclaimer of Warranties; Release. THE SERVICE AND ALL RESULTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, AND BIOCANIC HEREBY DISCLAIMS, ALL OTHER 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 HEALTH CARE PROVIDER 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 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 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 SERVICE OR RELATED MATTERS FOR AGGREGATE DAMAGES IN EXCESS THE FEES PAID BY YOU 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.
    1. INDEMNITY

    YOU HEREBY AGREE, AT YOUR EXPENSE, TO INDEMNIFY, DEFEND AND HOLD BIOCANIC HARMLESS FROM AND AGAINST ANY LOSS, COST, DAMAGES, LIABILITY, AND/OR EXPENSE 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.

    1. DISPUTE RESOLUTION
      • 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. EXCEPT FOR ANY DISPUTES, CLAIMS, SUITS, ACTIONS, CAUSES OF ACTION, DEMANDS, OR PROCEEDINGS (COLLECTIVELY, “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 THESE TERMS 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 (WHICH IS THE REFERRAL OF A DISPUTE TO ONE OR MORE PERSONS CHARGED WITH REVIEWING THE DISPUTE AND MAKING A FINAL AND BINDING DETERMINATION TO RESOLVE IT INSTEAD OF HAVING THE DISPUTE DECIDED BY A JUDGE OR JURY IN A COURT OF LAW). You and Biocanic agree that for any arbitration you initiate, you will pay the filing fee and Biocanic will pay the remaining JAMS fees and costs. If you cannot afford to pay for the arbitration you agree to provide us the option of paying the arbitrator before seeking to initiate any other form of dispute resolution, including litigation. For any arbitration initiated by Biocanic, Biocanic will pay all JAMS fees and costs.
    • No Class Arbitrations, Class Actions, or Representative Actions. YOU AND BIOCANIC AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES IS PERSONAL TO YOU AND BIOCANIC AND THAT SUCH DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING. YOU AND BIOCANIC AGREE THAT THERE WILL BE NO CLASS ARBITRATION OR ARBITRATION IN WHICH AN INDIVIDUAL ATTEMPTS TO RESOLVE A DISPUTE AS A REPRESENTATIVE OF ANOTHER INDIVIDUAL OR GROUP OF INDIVIDUALS. FURTHER, YOU AND BIOCANIC AGREE THAT A DISPUTE CANNOT BE BROUGHT AS A CLASS OR OTHER TYPE OF REPRESENTATIVE ACTION, WHETHER WITHIN OR OUTSIDE OF ARBITRATION, OR ON BEHALF OF ANY OTHER INDIVIDUAL OR GROUP OF INDIVIDUALS.
    • Federal Arbitration Act. You and Biocanic agree that this Agreement affects interstate commerce within the United States (“US”) and that the enforceability of this Section 10 shall be both substantively and procedurally governed by and construed and enforced in accordance with the US 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 arbitrable or small claims 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, 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 a court of law.
    • 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: (a) arbitration will either occur (i) in person in San Diego County, California or, if requested in your Dispute notice, in the US county where your permanent residence is located, (ii) by written submissions, or (iii) telephonically, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of California and the US, respectively, sitting in San Diego County, California have exclusive jurisdiction over any appeals and enforcement of an arbitration award. 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.
    • Opt-Out Right. You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 10 by writing to: Biocanic, Attn: Legal Department, 4976 Foothill Blvd San Diego, CA 92109. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance Section 9.
    1. MISCELLANEOUS
      • This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.
      • The Limitation of Liability, Intellectual Property Rights, Use of Data, Trade Names and Trademarks, Limited Warranty, Indemnity, Fees and Payments, Dispute Resolution, and Miscellaneous Sections will survive termination or expiration of this Agreement.
      • 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, criminal acts of third parties, and 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 a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court 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 its interest in this Agreement without Biocanic’s prior written consent, which consent shall not be unreasonably withheld.
      • The parties hereby agree to use reasonable good faith efforts to resolve any dispute hereunder by promptly identifying a contact person and instructing such individual to negotiate in good faith with the other party’s contact person to resolve any such dispute. With respect to any dispute not resolved within two (2) months of identifying the relevant contact persons, the parties may seek the appropriate remedies provided herein.
      • 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. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts of the City and County of San Diego, California.

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

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