Website Terms of Use Policy

Last Updated: November 6, 2019

These terms and conditions of use (the “Website Terms”) apply to your access to and use of any materials, content or services provided through the website located at www.lexagene.com, and such other websites and locations as may be made available from time to time (collectively, the “Website”), owned and operated by LexaGene Holdings Inc. (“LexaGene”, “we”, “us”, “our”).  By accessing and using the Website, you accept and agree to be bound by these Website Terms, and all applicable laws and regulations.

PLEASE READ THESE WEBSITE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, VARIOUS LIMITATIONS, EXCLUSIONS AND INDEMNITIES.

Your use of the Website is subject to these Website Terms.  If you are not willing to be bound by each and every term and condition, or if any representation made by you herein is not true, you may not use, and must immediately cease accessing, the Website.

Updates to Website Terms

We reserve the right to amend these Website Terms at any time without notice to you, but we will use reasonable efforts to publish each amendment before it becomes effective.  We will ensure that the latest, fully-amended version of these Website Terms are published on the Website.  You are responsible for regularly reviewing the Website to obtain timely notice of such amendments.  If any amendment is unacceptable to you, you may terminate your agreement to these Website Terms as set out above. If you continue to use the Website after the effective date of each amendment, you will be conclusively deemed to have accepted such amended version of these Website terms.

License to Use

Subject to these Website Terms, we grant you permission to access the Website as a personal, non-exclusive, non-transferable, limited license to use the Website for transitory, non-commercial purposes, provided that with respect to any materials obtained from the Website, you may not:

  • modify, copy, reproduce or create derivative works of such materials, except as explicitly provided;
  • use the materials for any commercial purpose;
  • distribute or transmit the materials;
  • publicly display, publish or perform the materials (for any purpose, commercial or non-commercial);
  • create derivative works from, transfer, or sell any materials;
  • attempt to decompile or reverse engineer any software, hardware (i.e. LexaGene’s automated instrument, sample preparation cartridges, and instrument accessories), or database contained in or access through the Website; or
  • remove any copyright or other proprietary notations;

without our prior, written consent. All rights not expressly granted to you are reserved by us and, if applicable, our licensors.  For greater clarity, you are permitted to provide links to the Website through email, social media, or other similar methods, provided that such methods do not involve framing or embedding of any portion of the Website within another website or service, imply any affiliation between you and us, or you and the Website, or portray us or the Website in a false, misleading, derogatory or otherwise defamatory manner.

Privacy Policy

You acknowledge that you have read the Privacy Policy located on the Website on this page, as it may be updated from time to time (the “Privacy Policy”), and hereby consent to the collection, use and disclosure by us and our agents of your personal information (whether previously collected or to be collected) for the purposes identified therein. You also consent to our use of such personal information in accordance with applicable terms and conditions contained in these Website Terms and such Privacy Policy, which is incorporated herein by reference and forms an integral part hereof.

Eligibility

The Website is intended solely for users who are 13 years of age or older, and any registration, use or access to the Website by anyone under 13 is unauthorized, unlicensed, and in violation of these Website Terms. We may delete any content or information that you have posted on or through the Website, and/or prohibit you from using or accessing the Website (or any portion, aspect or feature of the Website) for any reason or no reason, at any time in its sole discretion, with or without notice, including without limitation if we have any reason to believe that you are under 13.

If you are under the greater of 18 years of age or the age of majority in your jurisdiction, you may use the Website only if you either are an emancipated minor (where that term is legally effective), or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.

Proprietary Rights

In these Website Terms, “Content” means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.

Our Content – Except where expressly stated otherwise, all right, title and interest in and to the Website and all Content, source code, processes, designs, technologies, URLs, domain names, marks and logos forming any part of the Website (collectively, “Our Content”) is fully vested in us, our licensors or our suppliers and are protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. You agree that Our Content is licensed subject to these Website Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Website or these Website terms grants you any right, title or interest in or to Our Content except the limited right to use the Website as set out herein.

Third-Party Content – Content accessed or available through the Website or the Internet may be owned by parties other than you or us (collectively, “Third Party Content”) and may be protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Website or these Website Terms grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Website as set out herein.

Responsibility for Content – You acknowledge and agree that you are exclusively responsible for determining the accuracy, suitability, harmfulness or legality of any content, information or material received, transmitted or sent by you using the Website.

Public Transmission and Caching – You acknowledge and agree that the technical processing and transmission of the Website, including Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that such Content may be subject to “caching” or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.

Advertising – We shall have the right, without notice, to insert advertising data into the Website, so long as this does not involve our transmission of any of your personal information in contravention of the Privacy Policy.  If you elect to have any business dealings with any party whose products or services may be advertised on the Website, you acknowledge and agree that such dealings are solely between you and such advertiser and we will not be a party to, or have any responsibility or liability related thereto.  You acknowledge and agree that no such advertising may be construed as an endorsement by us of any such products or services advertised.

Feedback – All right, title and interest in and to comments, ideas, suggestions and impressions of the Website and our products given by you to us (collectively, the “Feedback”) is and shall be deemed to be our property and, by submitting Feedback to us, you agree that you thereby assign to us all right, title and interest to such Feedback to us.

Compliance and Complaints – We do not have any obligation to censor or review any Third-Party Content or to monitor use of the Website. However, you agree that we may, without notice or liability, disclose to third parties any of your information, monitor use of the Website and monitor, review and retain any Content if we believe in good faith that such activity is reasonably necessary to provide the Website to customers, ensure adherence to or enforce these Website Terms, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others. If we receive a complaint relating to use of the Website by you, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, and restrict, suspend or terminate your access to the Website.

Proprietary Notices

Copyright Notice – The Website and all Content is owned and copyrighted by LexaGene and/or its licensors, and is licensed to you in accordance with these Website Terms only.  ©_LexaGene 2019

Trademark Notice – The trademarks, logos, and service marks displayed on or through the Website are the property (whether registered or unregistered) of LexaGene, its licensors or other third parties. You are not permitted to use trademarks, logos and service marks for any purpose without our prior, written consent. Except as expressly indicated on the website, no endorsement, sponsorship, affiliation or other authorization is implied by any use of third-party trademarks.

Copyright Complaints –  If you believe that any Content on the Website infringes upon any copyright or other intellectual property right that you own or control, please send a written notification of such infringement to our designated agent

by e-mail at: info@lexagene.com or

by mail at:
Attn: Jack Regan
500 Cummings Center – Suite 4550, Beverly, MA 01915

To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following:

  • a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
  • a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
  • a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

To meet the notice requirements under Canada’s Copyright Act, the notification must be a written communication that includes the following:

  • the claimant’s name and address;
  • the identity of the work to which the alleged infringement relates;
  • the claimant’s interest or rights in respect of the work;
  • the type of infringement claimed;
  • the electronic location data for which the alleged infringement relates; and
  • the date and time of the alleged infringing activity.

Infringer and Repeat Infringer Policy – We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers of intellectual property. We may also, at our sole discretion, limit access to the Website of any user who infringes any intellectual property rights of us or others, whether or not there is any repeat infringement.

Acceptable Use and Prohibitions

In addition to any other terms or conditions regarding your use of the Website in these Website Terms, we may require you to agree to specific terms for particular services, products or areas of the Website from time to time by confirming your agreement.  Any such additional terms which you agree to will be deemed incorporated into these Website Terms.

Proper Conduct (Things You Must Do) – Without limiting the generality of anything else contained in these Website Terms, you must ensure that:

  • you only use the Website for lawful purposes; and
  • if at any time you become aware of any violation, by any person or entity under your control, of any part of these Website Terms, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation

Prohibited Conduct (Things You Must Not Do) – Without limiting the generality of anything else contained in these Website Terms, you agree that you will not, in connection with the Website, directly or indirectly do or permit any of the following:

  • scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems;
  • forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Website;
  • impersonate or falsely represent your association with any person, including a representative of us;
  • disrupt or threaten the integrity, operation or security of any service, computer or any Internet system;
  • disable or circumvent any access control or related process or procedure established with respect to the Website;
  • sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any commercial purposes (except for your internal, personal, non-commercial purposes), any portion of, use of or access to, any Website, except where expressly authorized by us;
  • harvest, scrape, extract, gather, collect, or store personal information about others without their express consent; or
  • harvest, scrape, or use any robot, spider, crawler, script or other automated means or interface not provided by us to access the Website or to extract data, collect information or otherwise interact with the Website.

Termination

We may, in our sole discretion, suspend, restrict or terminate your use of the Website effective at any time, without notice to you, for any reason, including if the operation or efficiency of the Website or our or any third party’s equipment or network is impaired by your use of the Website, we have received a third-party complaint which relates to your use or misuse of the Website, or you have been or are in breach of any term or condition of this Agreement

Disclaimers, Limits of Liability and Indemnities

Internet-Based Limitations – Your use of the Website depends on the Internet, including networks, cabling, facilities and equipment that is not in our control; accordingly (i) we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and (ii) data, messages, information or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed.

Customer Acknowledgement – You acknowledge and agree that (i) all use of the Website provided by us is at your own risk, (ii) the Content that you may access while using the Website may contain links to other websites, which are provided solely as a convenience to you and the inclusion of any such link does not imply endorsement, investigation or verification by us of such websites or the information contained therein, and (iii) all products and services provided under these Website Terms are provided on an “as is” and “as available” basis.

Disclaimer of Warranties – WE MAKE NO CONDITIONS, WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, USABILITY, SECURITY, QUALITY, CAPACITY, PERFORMANCE, AVAILABILITY, TIMELINESS OR ACCURACY OF THE WEBSITE.  WE EXPRESSLY DISCLAIM ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY USAGE OF TRADE, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE HOWSOEVER.

No Liability – NOTWITHSTANDING ANY OTHER PROVISION OF THESE WEBSITE TERMS, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR CONTROLLING PARTIES, AGENTS EMPLOYEES, SUPPLIERS, LICENSORS, RESELLERS OR DISTRIBUTORS (COLLECTIVELY IN THESE DISCLAIMERS AND LIMITATIONS, “WE” OR “US”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OR LOSSES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OPPORTUNITY, EARNINGS, USE OR DATA, ARISING DIRECTLY OR INDIRECTLY FROM OR RELATED TO THESE WEBSITE TERMS OR THE WEBSITE, OR ANY CONTENT OR SOFTWARE IN CONNECTION THEREWITH, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF ONE OR MORE OF US HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, OR IF SUCH DAMAGES OR LOSSES WOULD BE REASONABLY FORESEEABLE, INCLUDING DAMAGES OR LOSSES ARISING FROM OR IN ANY WAY RELATED TO THE FOLLOWING:

  • SENDING, RECEIVING, NOT SENDING, NOT RECEIVING, LOSS, DELETION OR ALTERATION OF ANY TRANSMISSIONS, DATA OR TRANSACTIONS ENTERED INTO THROUGH OR USING THE WEBSITE;
  • ANY SUSPENSION, CURTAILMENT, RESTRICTION, TERMINATION OR OTHER LIMITATION PLACED ON YOUR USE OF THE WEBSITE;
  • ANY ACT OR OMISSION OF YOU OR ANY THIRD PARTY, INCLUDING ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONDUCT OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS;
  • THE PERFORMANCE OF THE INTERNET OR THE WEBSITE;
  • THE CONTENT OR ACCURACY OF ANY MATERIAL, INFORMATION OR DATA (INCLUDING ANY SOFTWARE) RELATED TO THESE WEBSITE TERMS OR VIEWED, DOWNLOADED, ACCESSED OR TRANSMITTED USING, OVER OR THROUGH THE INTERNET OR THE WEBSITE, INCLUDING MATERIAL THAT INFRINGES THE RIGHTS OF OTHERS OR OTHERWISE VIOLATES LAWS OR REGULATIONS; AND
  • DELAYS, ERRORS, INTERRUPTIONS, MISTAKES, OMISSIONS, NON-DELIVERY, INCORRECT DELIVERY, VIRUSES, TROJAN HORSES, SPYWARE, SPAM OR DEFECTS IN THE TRANSMISSION OF ANY INFORMATION, MATERIAL OR DATA OVER OR THROUGH OUR SYSTEMS OR NETWORKS OR THE SYSTEMS OR NETWORKS OF THIRD PARTIES.

Applicability – Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability.  In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Website Terms, such exclusions and limitations will not apply to you strictly to the extent necessary to make these Website Terms consistent with such prohibitions.

Indemnity By You – You agree to indemnify and hold us harmless from all liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any such action, or to satisfy a judgment, and expenses of any kind and character whatsoever incurred by us relating to or arising from (i) access to or use, by you or permitted by you, of the Website, or (ii) any of your acts or omissions, including breach or non-performance of these Website Terms and any violation of any third party rights.

Financial Material Disclosure

Forward-Looking Statements – The Website, and any documents issued by us and available through the Website, may contain statements which constitute forward-looking statements within the meaning of applicable securities laws.  Those statements can be identified by the use of words such as “believe,” “expect,” “plan,” “may,” “will,” “should,” “anticipate” or similar statements or the negative of these words. Forward-looking statements include statements made as to future operations, costs, capital expenditures, cash flow, improvements in infrastructure, distribution and replenishment systems and operating efficiencies, sales and earnings estimates or trends and expansion plans and projections. These forward-looking statements are based on our current expectations. Known and unknown internal and external risks and uncertainties may cause the actual results to be materially different from those expressed in or implied by the forward-looking statements. The information contained in our most recent Annual Report to shareholders, including information contained under the section captioned “Management’s Discussion and Analysis,” as well as other information included under the caption “Risk Factors” and/or in other of our filings with applicable securities exchanges and/or regulators, identifies important factors that could cause actual results to differ from those contemplated by forward-looking statements. We undertake no obligation to update forward-looking statements to reflect events or circumstances that occur after the date the statements were made.

Press Releases – The information contained within press releases issued by us should not be deemed accurate or current except as of the date the release was posted. We have no intention of updating, and specifically disclaim any duty to update, the information in the press releases. To the extent any information therein is forward-looking, it is intended to fit within the safe harbor for forward-looking statements, and is subject to material risk.

Third-Party Financial Information – We may provide links to third-party websites or services that contain financial or investment information about us. Access to such websites and the information contained therein is provided as service to those interested in the information. We neither regularly monitor nor have control over the content of third parties’ statements or websites. Accordingly, we do not endorse or adopt these websites or any information contained therein, including, without limitation, analyst’s reports and stock quotes. We make no representations or warranties whatsoever regarding the accuracy or completeness of the content, information, or opinions of third-party websites or other third-party information that is identified on the Website. You may visit these websites and use the information contained therein at your own risk.

General Provisions

Interpretation – In these Website Terms, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Website Terms, (ii) the word “including”, the word “includes” and the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected, (iii) all references to website addresses or URLs shall also include any successor or replacement websites containing substantially similar information as the referenced website(s), and (iv) any monetary amounts expressed are in Canadian dollars unless otherwise specified.

Waiver of Rights and Remedies – Our failure to insist upon or enforce strict performance of any provision of these Website Terms will not be construed as a waiver of any provision or right. Neither the course of conduct between you and us nor trade practice shall act to modify any provision of these Website Terms. Our rights, powers and remedies in these Website Terms, including without limitation the right to suspend, restrict or terminate your access to any portion of the Website, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity.

Severability – If any provision of these Website Terms is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

Notifications – Subject to our Privacy Policy, we may provide you with notifications via email, in hard copy, or through conspicuous posting of such notice on the Website, as we may determine in our sole discretion.

Governing Law and Jurisdiction – These Website Terms and the rights of the parties hereto are governed by, and will at all times be construed in accordance with, the laws in force in the Province of British Columbia and the laws of Canada applicable therein, without reference to its conflict of laws principles.  You hereby irrevocably consent to the jurisdiction of the courts of the Province of British Columbia in connection with any matter arising out of or in connection with these Website Terms.

Assignment and Inurement – We may at any time assign our rights and obligations under these Website Terms, in whole or in part, without notice to you. You may not assign these Website Terms without our prior, written consent. These Website Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

Survival – All provisions that, by their meaning or nature, are intended to survive termination or expiry of these Website Terms shall survive termination or expiration of these Website Terms.

Relationship – You agree that no joint venture, partnership, employment or agency relationship exists between us and you as a result of these Website Terms or your use of the Website.

Entire Agreement – These Website Terms, as amended from time to time, including any and all documents, websites, rules, terms and policies referenced herein, constitutes the entire agreement between us and you with respect to the matters referred to in these Website Terms and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between us and you with respect to such matters.

English Language – The parties have requested and agree that this agreement and all documents relating thereto be drawn up in English / Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

Questions and Concerns:

If you have any questions or concerns about these Website terms, please contact us at info@lexagene.com.