Labstat International Inc. Terms of Use

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LABSTAT INTERNATIONAL INC. AND ITS AFFILIATES (COLLECTIVELY, “LABSTAT,” “WE,” “US” or “OUR”) STATING THE TERMS OF USE THAT GOVERN YOUR USE OF THIS INTERNET SITE AND THE SERVICES AVAILABLE THEREON (COLLECTIVELY, THE “SITE ” ). BY ACCESSING AND/OR USING THE SITE, YOU AGREE TO COMPLY WITH AND BE BOUND BY THIS AGREEMENT.

1. User Obligations.

By accessing or using the Site, You represent and warrant that: (a) any registration information You
submit is truthful and accurate; (b) You will maintain the accuracy of such information; and (c) Your use of the Site does not violate any applicable law or regulation, or any other obligation (including contractual obligation) You might have towards third parties. You will use the Site in a manner consistent with any and all applicable laws and regulations and solely for lawful purposes. The Site and Content thereon is available for the personal and non-commercial use of users only.

2. Term.

This Agreement shall remain in full force and effect while You are using and/or accessing the Site, unless specifically terminated earlier by Us. Upon the termination of this Agreement, You will stop using the Site.

3. Content and Restrictions.

You acknowledge that all intellectual property rights in the Content on the Site is owned by
Labstat, or Our licensors or partners and is protected by applicable intellectual property and other laws, including but not limited to copyright, trademark, patent, confidential information and trade secret, and You will not use such proprietary information or materials in any way except for use of the Site in compliance with the terms of this Agreement. In particular, You agree not to: (a) permit any third party to access the Site; (b) copy, reproduce, alter, adapt, aggregate, modify, publish, translate, deface, transmit, distribute, publicly perform or display, sell, decompile, disassemble, reverse engineer, or create derivative works from any aspect of the Site or the Content; (c) copy, frame or mirror any part or content of the Site, other than copying or framing on Your own intranets or otherwise for non-commercial purposes; (d) rent, lease, loan, or sell access to the Site; or (e) access the Site in order to build a competitive product or service, or copy any features, functions or graphics of the Site, without prior written consent from Labstat. It is prohibited to transcribe, copy, republish, or otherwise disseminate for commercial purposes any Content published by Labstat without Labstat’s explicit written consent. Provided You are a user of the Site and subject to the terms and conditions of this Agreement, We hereby grant You a limited, revocable, non-sublicensable license under the intellectual property rights licensable by Us to download, view and print Content from the Site solely for Your personal, non-commercial use in connection with your use of the Site, provided that We may terminate or revoke such permission to use, download, or print the Content at any time without prior notice and may require you to destroy Content under your control or in your possession. We may also integrate with third parties who will interact with you under their terms of service and by using the Site, you agree to be bound by the third parties’ terms of use. You will not attempt to impersonate another user or person, including any of Our employees. You will use the Site in a
manner consistent with any and all applicable laws and regulations. To the extent authorized under this Agreement, any Content downloaded, uploaded or otherwise obtained through the use of this Site is done at your own risk and you will be solely responsible for any damage to your computer system or business or loss of data that results from the download or upload of any such Content or the use of this Site. In this Agreement, “Content” means any work of authorship or information, documents, text, images, photo, audio, video, interactive media, software, trademarks, logos, symbols, trade names, service marks, files, postings, messages, and other materials provided by Us or Our licensors and/or partners.

4. NO RELIANCE.

THE SITE HAS BEEN ESTABLISHED PRIMARILY FOR THE BENEFIT AND USE OF LABSTAT’S
CUSTOMERS AND POTENTIAL CUSTOMERS. NOT ALL PRODUCTS OR SERVICES REFERENCED ON THE SITE MAY BE AVAILABLE, AND IN OUR SOLE DISCRETION, WE MAY MODIFY OR DISCONTINUE THE PRODUCTS OR SERVICES DESCRIBED AND/OR DISPLAYED ON THE SITE AT ANY TIME AND FOR ANY REASON. WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, PRICE CHANGE, SUSPENSION OR DISCONTINUANCE OF OUR PRODUCTS OR SERVICES. WE ARE NOT RESPONSIBLE IF INFORMATION MADE AVAILABLE ON THE SITE IS NOT ACCURATE, COMPLETE OR CURRENT. THE CONTENT ON THE SITE IS PROVIDED FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE RELIED UPON OR USED AS THE SOLE BASIS FOR MAKING DECISIONS WITHOUT CONSULTING PRIMARY, MORE ACCURATE, MORE COMPLETE OR MORE TIMELY SOURCES OF INFORMATION. ANY RELIANCE ON THE MATERIAL ON THIS SITE IS AT YOUR OWN RISK. THE SITE MAY CONTAIN CERTAIN HISTORICAL INFORMATION. HISTORICAL INFORMATION, NECESSARILY, IS NOT CURRENT AND IS
PROVIDED FOR YOUR REFERENCE ONLY. WE RESERVE THE RIGHT TO MODIFY THE CONTENTS OF THE SITE AT ANY TIME, BUT WE HAVE NO OBLIGATION TO UPDATE ANY INFORMATION ON THE SITE. YOU AGREE THAT YOU SHALL NOT RELY ON THE CONTENT ON THE SITE, INCLUDING BUT NOT LIMITED TO ANY PRODUCT-RELATED INFORMATION OR SERVICE-RELATED INFORMATION FOUND IN THIS SITE. WE UNDERTAKE NO OBLIGATION TO UPDATE, AMEND OR CLARIFY INFORMATION CONTAINED ON THE SITE,
EXCEPT AS REQUIRED BY LAW. NO SPECIFIED UPDATE OR REFRESH DATE APPLIED TO THE SITE SHOULD BE TAKEN TO INDICATE THAT ALL INFORMATION ON THE SITE HAS BEEN MODIFIED OR UPDATED.

5. Additional Restrictions.

You will not: (i) cover, remove or obscure any advertisements displayed on the Site, or any
Labstat page via HTML/CSS, scripting, or by any other means, (ii) interfere with, disrupt, or create an undue burden on the Site, or the networks connected to the Site or take any action that imposes an unreasonable or disproportionately large load on the infrastructure used to run and maintain the Site; (iii) bypass any measures used to prevent or restrict access to the Site; (iv) introduce software or automated agents to the Site, or access the Site so as to produce multiple accounts, generate automated messages, or to strip or mine data from the Site; or (v) interfere with, disrupt, or modify
any data or functionality of the Site.

6. Linking.

You may link only to the Site, provided You comply with the conditions described below. If You link to the Site you agree not to: (i) create frames around the Site or otherwise alter the visual presentation of the Site; (ii) imply that We are endorsing you or your products and/or services; (iii) imply an affiliation between You and Us without Our prior written consent; (iv) present false or misleading impressions about Our products and/or services; or (v) include materials that may be interpreted as distasteful or offensive. YOU FURTHER AGREE TO PROMPTLY REMOVE ANY
LINKS YOU HAVE TO THE SITE UPON OUR REQUEST.

7. Personal Information.

If you provide personal information to Us, your personal information will be treated as set forth in
Our Privacy Policy, accessible at www.labstatadvantage.com/privacy-policy or on the landing page of this Site. We may disclose information about Your use of the Site in accordance with Our Privacy Policy.

8. ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

9. Feedback.

At Labstat’s sole discretion, notices by Labstat to You regarding matters pertaining to this Agreement and/or the performance of this Agreement may be given by means of posting on the Site and/or via e-mail to You. You may send Us comments, questions, suggestions or ideas (collectively, “Feedback”) relating to this Site. To the maximum extent permitted under applicable law, We shall be free to delete, destroy or use the Feedback you provide in any manner, including but not limited to developing, manufacturing, and marketing products and services based on such information.

10. WARRANTY DISCLAIMER.

NEITHER LABSTAT, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, PARTNERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR (II) THE ACCURACY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY CONTENT AVAILABLE THEREON. THE SITE AND ALL LABSTAT CONTENT ACCESSIBLE OR AVAILABLE THROUGH THE SITE ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND
CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE LABSTAT CONTENT, OR OTHER INFORMATION CONTAINED ON THE SITE, OR THE SITE, INCLUDING, BUT NOT LIMITED TO, THOSE OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

11. LIMITATION OF LIABILITY.

IN NO EVENT SHALL LABSTAT BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES RESULTING FROM OR ARISING IN CONNECTION WITH THE CONTENT, PRODUCTS, SERVICES, OR THE SITE, INCLUDING WITHOUT LIMITATION LOSS OF REVENUES, LOSS OF USE, THE INCAPACITY TO REACH ANY OBJECTIVE, OR THE LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY YOU OR ANY OTHER PERSON. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL LABSTAT BE LIABLE TO YOU OR ANY PERSON: (A) ON ACCOUNT OF YOUR OR THAT PERSON’S USE OR MISUSE OF OR RELIANCE ON THE LABSTAT CONTENT, PRODUCTS, SERVICES OR OTHER MATERIALS ACCESSIBLE ON OR VIA THE SITE; OR (B) FOR ANY LOSS OR DAMAGE SUFFERED AS A RESULT OR IN CONNECTION WITH THE FAILURE, MALFUNCTION, INTERRUPTION, CHANGE, MODIFICATION, AMENDMENT OR WITHDRAWAL OF THE SITE.
WITHOUT LIMITING THE FOREGOING IN THIS SECTION, THE LIMIT ON THE TOTAL CUMULATIVE LIABILITY OF LABSTAT TO YOU OR ANY OTHER PERSON, FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SITE, THE CONTENT, THE PRIVACY POLICY OR THIS AGREEMENT, WILL NOT EXCEED $50.00 DOLLARS (CAD). THE LIMITATIONS SPECIFIED ABOVE SHALL APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO THE CLAIM, EVEN IF SUCH CLAIM IS BASED ON BREACH OF CONTRACT, NEGLIGENCE OR
OTHER TORT, AND SHALL SURVIVE A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR THIS AGREEMENT. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, YOU HEREBY IRREVOCABLY WAIVE ALL LEGAL AND EQUITABLE RIGHTS RELATING TO ANY AND ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS, SUITS, DAMAGES AND EXPENSES (INCLUDING ATTORNEYS’
FEES), INCLUDING BUT NOT LIMITED TO CLAIMS FOR COPYRIGHT OR TRADEMARK INFRINGEMENT, INFRINGEMENT OF MORAL RIGHTS, DEFAMATION, INVASION OF RIGHTS OF PRIVACY, RIGHTS OF PUBLICITY, INTRUSION, PHYSICAL OR EMOTIONAL INJURY OR DISTRESS OR ANY SIMILAR CLAIM OR CAUSE OF ACTION IN TORT, CONTRACT OR ANY OTHER LEGAL THEORY, NOW KNOWN OR HEREAFTER KNOWN IN ANY JURISDICTION THROUGHOUT THE WORLD ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE SITE.

12. Indemnity.

By using the Site, You agree to defend, indemnify, and hold Labstat, Our subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any actions, losses, liabilities, claims, demands, and expenses whatsoever including legal and other fees and disbursements, sustained, incurred or paid by any of them in respect of: (i) Your use or misuse of the Site, including without limitation infringement claims and any breach of this Agreement. Labstat reserves the right to assume, at its sole expense, the exclusive defence and control of any matter subject to indemnification by You, in which event You will fully cooperate with Labstat in asserting any available defences.

13. Amendments.

We reserve the right, in Our sole discretion, to change, modify or otherwise alter this Agreement from time to time, for any reason. When such changes occur, We will post the updated version of the Agreement on the Site together with the date on which it was revised. Such changes become effective immediately upon posting. If You do not agree to be bound by (or cannot comply with) the Agreement as amended, Your only remedy is to cancel Your Account and to cease using the Site. You will be deemed to have accepted the Agreement as amended five (5) days after the updated version of the Agreement is posted if you continue to use the Site. All other terms of this Agreement
will continue in effect.

14. Force Majeure.

Any delay in the performance of any duties or obligations of either party will not be considered a
breach of this Agreement if such delay is caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, shortage of materials, fires, earthquakes, civil unrest, war, acts of terror, strikes or other labor problems, failures of common carriers (including Internet service providers), denial of service attacks, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance
as soon as possible.

15. Survival.

Any provision of this Agreement which, by its nature should survive the expiration or termination of this Agreement, shall so survive.

16. Governing Law.

This Agreement shall be governed by the laws of the Province of Ontario, Canada without giving
effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the exclusive jurisdiction of the provincial and federal courts located in Ontario, Canada. You agree not to institute any claims against Labstat except as provided expressly in this Agreement.

17. Violations of this Agreement.

Should You violate these terms and conditions or any other rights of Labstat, Labstat reserves the right to pursue any and all legal and equitable remedies against You, including, without limitation, restricting, suspending or terminating Your access to all or any part of the Site. Any use of the Site in violation of this Agreement may result in, among other consequences, termination or suspension of Your rights to use the Site. We reserve the right (but have no obligation) to investigate and take appropriate legal action in Our sole discretion against You if You violate this provision or any other provision of this Agreement, including without limitation, reporting You to law enforcement authorities.

18. Entire Agreement.

Unless more specific or detailed agreements apply to Your use, Your transactions or, otherwise, to
Your interactions with the Site, his Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any provision to the contrary, this Agreement shall incorporate by reference the Privacy Policy.

19. Severability.

If a court of competent jurisdiction deems any provision of this Agreement unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

21. Other.

a) Unless otherwise noted on any particular Content, footer, header or work on this Site, Content on this Site is copyright © Labstat. You agree that all copyright notices or other proprietary labels on the Site or Content shall not be deleted, obscured, or modified.

b) We may assign this Agreement, in whole, or in part, at any time, with or without notice to You. You may not assign Your rights or delegate Your duties under this Agreement, either in whole or in part, without Our prior written consent.

c) You agree to waive any right You may have to a trial by jury, or commence or participate in any class action against Us related to the Site or the Agreement.

d) This Agreement will ensure to the benefit of and be binding upon the parties to this Agreement and their respective successors, heirs and permitted assigns.

e) This Agreement was written in English. To the extent any translated version of this Agreement conflicts with the English version, the English version governs.

f) No provision of this Agreement will be interpreted against any party merely because that party or its legal representative drafted the provision.

g) Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.

h) The section titles in this Agreement are for convenience only and have no legal or contractual effect: as used in the Agreement, the word “including” means “including but not limited to.”

i) If You sign up for additional features and services that are governed by additional terms and conditions, We will inform You accordingly when You sign up for these additional features and services. Unless the additional terms explicitly stipulate the contrary, they are hereby incorporated into this Agreement by reference.