Last update: October 29, 2024
Please read the following Terms of Use for Biocodex Websites carefully. Your use of the Sites (as defined below) constitutes your consent to this Agreement. THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS OF USE FOR YOUR ACCESS AND USE OF OUR SITES AND ANY RELATED SERVICES, FEATURES OR CONTENT OFFERED.
This Agreement is between you and Biocodex Canada Inc, a division of Biocodex Inc, (“the company” or “we“) regarding your use of (including any access to) our websites located at www.biocodex.ca and www.florastor.ca (“the Sites“). This Agreement incorporates by reference any additional terms and conditions published by the company on the Sites or made available to you by the company. By accessing or using the Sites, you acknowledge that you have read and understood these terms and conditions and agree to be legally bound by them, by our privacy policy and by our cookie policy (collectively, the “Agreement“), in addition to complying with all applicable laws and regulations. If you do not accept these terms and conditions, you are not authorized to access our content or use the Sites and their services.
By using the Sites, you represent that you are of legal age to enter into this Agreement or, if you are not, that you have obtained your parent’s or guardian’s consent to enter into this Agreement.
If you are an individual accessing or using the Sites on behalf of or for the benefit of a corporation, partnership or other entity with which you are associated (an “Organization“), you accept this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement mean both the person using the Sites and the Organization.
1. These Sites do not provide medical advice. The information provided through the Sites and the content of the Sites, such as text, information, graphics, audio, video, images and any other materials contained on the Sites (collectively, the “Content“) are provided for informational purposes only, and do not constitute and are not intended to be a substitute for medical advice, diagnosis or treatment. The Content may not be complete and does not cover all health or medical issues. Therefore, never use or rely on the information contained on the Sites in lieu of consulting your physician or other health care provider. No person contacted through our Sites is authorized to provide medical or other professional advice through the Sites. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding a medical condition. Never disregard professional medical or health advice or delay in seeking it because of something you have learned or read on the Sites. If you think you have a medical or health emergency, call your doctor or 911 immediately. Relying on any information provided by us, our employees, others appearing on the Sites at our invitation, or other visitors to the Sites, is at your own risk. We do not recommend self-management of health problems, nor do we endorse any particular type of medical or health treatment. The content provided by the Sites is not a substitute for medical advice, and nothing contained on the Sites or in any response to your requests or questions is intended to constitute a medical diagnosis or treatment plan. If you think you have a medical or health problem, or if you have any health care-related questions, please call or promptly consult your physician or other health care provider. We do not endorse the opinions or recommendations posted or sent by users and shared through the Sites, and we disclaim any responsibility for such information. Please note that information and statements regarding dietary supplements, including Florastor products, have not been evaluated by Health Canada and are not intended to diagnose, treat, cure or prevent any disease.
2. Changes. We may modify this Agreement from time to time by notifying you of such modifications by any reasonable means, including posting a revised Agreement on the Sites. Such modifications will not apply to any dispute between you and us arising prior to the date on which we publish the revised Agreement incorporating such modifications, or the date on which we otherwise notify you of such modifications.
Your use of the Sites after any modification of this Agreement shall constitute your acceptance of such modifications. The legend “Last updated” above indicates the date on which this Agreement was last modified. We may, at any time and without liability, modify or discontinue all or part of the Sites (including access to the Sites via third party links), charge, modify or waive any fees necessary for the use of the Sites, or offer opportunities to some or all users of the Sites.
3. Information sent via the Sites. The sending of information via the Sites is governed by the Biocodex Privacy Policy, located at https://www.biocodex.ca/privacy-policy/ or at the bottom of the home page of one of our Sites (the “Privacy Policy”). You represent and warrant that all information you provide in connection with the Sites is and will remain accurate and complete.
If you share ideas, comments or suggestions for improving or modifying our products or services or ideas for new products or services, each will constitute feedback which is licensed to us without restriction in accordance with Section 9 below.
If you provide us with personal information, you expressly consent to our collection and use of such information in accordance with the terms of our Privacy Policy and applicable law. If you provide us with personal information about another person through the Sites or any other communication with us, you represent and warrant that you have that person’s permission to share that personal information with us. If you do not have such authorization, please do not share such personal information with us.
4. Jurisdictional Issues. The Sites are controlled or operated (or both) from Canada and are not intended to subject the company to any non-Canadian jurisdiction or law. The Sites may not be appropriate or available for use in certain non-Canadian jurisdictions. Any use of the Sites is at your own risk and you must comply with all applicable laws, rules and regulations. We may at any time limit the availability of the Sites, in whole or in part, to any person, geographic area or jurisdiction we choose.
5. Rules of conduct. With respect to the Sites, you may not:
(i) post, upload, translate, use, install, reproduce, distribute or otherwise transmit or make available through or in connection with the Sites, any material that is or may be: (a) threatening, harassing, degrading, hateful or intimidating, or which fails to respect the rights and dignity of others or is otherwise inappropriate, as determined by us in our sole discretion; (b) defamatory, counterfeit, fraudulent, illegal or otherwise tortious; (c) inappropriate, profane, obscene, indecent, pornographic, which contains information without proper or legally required access control, or otherwise objectionable ; or (d) give rise to civil liability, constitute a criminal offense or participate in or assist others in committing any such offense, unauthorized or unsolicited commercial electronic messages, junk or bulk communications or any type of spam, protected by copyright, trademark, trade secret, right of publicity or privacy or other proprietary right, without the prior written consent of the relevant owner.
(ii) post, transmit or otherwise make available through or in connection with the Sites any viruses, ransomware, worms, Trojan horses, Easter eggs, time bombs, spyware, including intelligent web scanners, or other computer code, malicious or unauthorized computer code, files or programs that are or may be harmful or invasive or intended to damage or hijack the operation of any hardware, software or equipment or to control the use thereof (each a “Virus”), including probing, scanning or testing the vulnerability of the Website, violating or attempting to violate its security measures.
(iii) disable or circumvent any access control measures, processes or procedures relating to the WEB Site.
(iv) use the Sites for any commercial, fraudulent or otherwise tortious or unlawful purpose.
(v) retrieve, aggregate, harvest, collect or store personal information about Site users or third parties without their explicit consent.
(vi) interfere with or disrupt the operation of the Sites or the servers or networks used to make the Sites available, including by hacking or defacing any portion of the Sites; or violate any requirements, procedures or policies of such servers or networks.
(vii) restrict or inhibit any other person from using the Sites.
(viii) sublicense, share, reproduce, modify, adapt, translate, create derivative works from, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion (or any use) of the Sites, except as expressly permitted herein, without the prior written consent of the Company.
(ix) reverse engineer, decompile or disassemble any portion of the Sites, except where such restriction is expressly prohibited by applicable law.
(x) delete, copy or use any copyright, trademark or other proprietary rights notices contained on the Sites.
(xi) frame or mirror any portion of the Sites, or incorporate any portion of the Sites into any product or service, without the prior written consent of the company.
(xii) download and systematically store the content of the Sites.
(xiii) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or otherwise gather content from the Sites, or reproduce or circumvent the navigational structure or presentation of the Sites, without the express prior written consent of the Company.
(xiv) incite or encourage any third party to commit any of the aforementioned actions.
Notwithstanding the foregoing, and subject to compliance with any instructions contained in the robots.txt file located in the root directory of the Sites, the company grants public search engine operators permission to use spiders to copy items from the Sites for the sole purpose (and only to the extent necessary) of creating publicly searchable indices of such items, but not caches or archives of such items. The company reserves the right to suspend, restrict or revoke this authorization, either generally or in specific cases, at any time and without notice. The company may also take any other action it deems appropriate if, in its sole and absolute discretion, it determines or believes that you have violated any provision of the terms and conditions.
You are responsible for obtaining, maintaining and paying for all telecommunications and other equipment and services required to use the Sites.
6. Products. The Sites may make available listings, descriptions and images of goods or services or associated coupons or discounts (collectively, “Products“), as well as references and links to products or third parties who sell products (”Vendors ”). These Products may be made available by the Company or by third parties, and may be made available for any purpose, including general information purposes. The availability on the Sites of a listing, description or image of a product does not imply that we endorse that product or are affiliated with the supplier of that product, unless it is identified on the Sites as being developed, manufactured and sold by us. Our Sites do not allow direct purchases and Products can only be acquired through Vendors. Consequently, you acknowledge that the company is a third party to any product transaction with a Vendor. All product-related claims are subject to the terms and conditions of sale of Vendors and must be addressed directly to them. We make no representations about the completeness, accuracy, reliability, validity or timeliness of any such listings, descriptions or images (including the features, specifications and prices contained therein). This information and the availability of any product (including the validity of any coupon or discount) are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and for guidance only. We make reasonable efforts to accurately display product attributes, including applicable colors, but the actual colors you see depend on your computer system and we cannot guarantee that your computer will accurately display these colors. You are responsible for verifying and complying with all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the possession, use and sale of any product.
7. Registration, usernames and passwords. You may be required to register to use all or part of the Sites. We may refuse, reject or require you to change any username, password or other information you provide to us when registering. Your username and password are considered as personal information as is your IP address and are intended for your personal use only and should be kept confidential; you, not the Company, are responsible for any use or misuse of your username or password, and you must promptly notify us of any breach of confidentiality or any unauthorized use of your username or password, or your account on the Sites. The Company will take reasonable and necessary steps to protect such personal information.
8. Profiles and forums. Visitors to the Sites may make certain items available (each a “Submission“) through or in connection with the Sites, including on profile pages or on the Sites’ interactive services, such as bulletin boards and other forums, as well as chat, comment and other messaging features. The Company has no control over, and is not responsible for, any third party’s use or misuse (including distribution) of any Submissions. If you choose to make your personally identifiable information or other information public through the Sites, you do so at your own risk. The company will take reasonable and necessary steps to ensure that the personal information you disclose on our Sites is protected from unauthorized access, use, disclosure or theft.
9. License. For clarity, you retain ownership of your Submissions. For each Submission, you hereby grant us a worldwide, royalty-free, fully paid, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (in multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), to create derivative works from, adapt, modify and otherwise use, analyze, manufacture, use, sell, offer for sale, import and otherwise exploit this submission, in any format or media now known or later developed, and for any purpose (including promotional purposes, such as testimonials).
In addition, if you provide us with any ideas, proposals, suggestions or other materials, including, but not limited to, suggestions for improving or modifying our products or services, or ideas for new products or services (collectively, “Feedback”), whether related to the Sites or otherwise, such Feedback will be considered a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is free, unsolicited and unrestricted, and does not place the Company under any fiduciary or other obligation.
You represent and warrant that you have all rights necessary to grant the licenses granted in this section and that your Submissions, as well as their provision through and in connection with the Sites, are complete and accurate and are not fraudulent, tortious or in violation of any applicable law or any rights of any third party. In addition, you irrevocably waive any “moral rights” or other rights relating to attribution of authorship or integrity of materials with respect to each Submission that you may have under any applicable law or legal theory.
10. Monitoring. We may (but have no obligation to) monitor, evaluate, edit or delete Submissions before or after they appear on the Sites, or analyze your access to or use of the Sites. If necessary, we may disclose some or all the information about your access to and use of the Sites, and the circumstances surrounding such access and use, according to the applicable laws of the relevant jurisdiction. The Company may disclose personal information in accordance with the consent you hereby give us or if a law provides for such disclosure without consent.
11. Your limited rights.
(i) Definition of the term “material”: For the purposes hereof, “material” means any material or content made available to users on the Sites, including notices, guidelines, communications, texts, RSS feeds, graphics, images, illustrations, audiovisual works, multimedia elements, photographs, videos, music, sound recordings, policies, documents, software, information, data and any other work, including the manner in which such content is presented.
(ii) Third Party Material – Material accessible or made available on the Sites or via the Internet may be owned by third parties (“Third Party Material”) and may be protected by intellectual property rights, including copyrights, trademarks or other proprietary rights and laws. Nothing in your use of the Sites = or in these Terms and Conditions grants you any right, title or interest in any Third Party Material, except for the right to use the Sites granted to you under these Terms and Conditions.
(iii) Subject to your compliance with this Agreement or any other Agreement between you and the Company, and only for so long as you are authorized by the Company to use the Sites, you may view one (1) copy of any portion of the Sites to which we grant you access under this Agreement, on a single device, solely for your personal, non-commercial use. Accordingly, the Company grants you, for your personal use only, a royalty-free, limited, non-exclusive, non-transferable, revocable license to access and use the Sites and its materials during the term of this Agreement. Nothing in this Agreement grants you any right, title or interest in or to the Company Materials, other than the limited right to access and/or use the Sites in accordance with these Terms and Conditions. You may not copy, modify, disassemble, reproduce, adapt, sell, resell, compile or extract any material, in whole or in part, by any means and on any media, existing or future, including translation of the material into another language, except as expressly authorized in these terms and conditions. Any other use of the company’s material is strictly prohibited and constitutes a violation of Canadian intellectual property laws or other applicable laws and property rights. The company will enforce its intellectual property rights to the fullest extent permitted by applicable law.
12. Proprietary rights: Trademarks, trade names, service marks and logos. We and our suppliers own the Sites, which are protected by proprietary rights and laws. The Sites may include our trade names, trademarks and service marks, or those of companies sublicensed to us, including Florastor, Florastor Daily, Florastor Extra Strength, Florastor Kids, Florastor Immunity, Florastor Max, Florastor Plus, Florastor Go, Florastor Baby, Florastor Gas & Bloat and Florastor Forte, and any logos associated with these marks. All trade names, trademarks, service marks and logos on the Sites that do not belong to us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Sites should be construed as granting any right to use any trade name, trademark, service mark or logo without the prior written consent of the owner. Once again, the company will enforce its intellectual property rights to the fullest extent permitted by applicable law.
13. Third-party content; links.
Third Party Websites – The Sites may contain links to third party content on independent third party websites (“Third Party Websites”). These links are provided for information purposes only. The functionality of certain Sites may allow access to information, products, services and other materials made available by third parties, including submissions (“Third Party Materials“), or allow the routing or transmission of such Third Party Materials, including through links. By using this feature, you are requesting that we access, route and transmit the relevant Third Party Materials to you.
The company is not responsible for third-party material or for the quality, security, availability, completeness, accuracy, validity, timeliness, completeness, reliability, integrity or legal compliance, policies or practices of such third-party websites. We do not control or endorse third-party websites and make no representations about them or their content. If you choose to access or use any third-party websites linked to our Sites, you do so at your own risk. It may also be subject to additional terms and policies applicable to such third-party items (such as the terms of service or privacy policies of the providers of such third-party items).
Certain third-party documents may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed a representation or warranty by the company with respect to third-party documents. We have no obligation to monitor Third Party Materials and may at any time block or disable access to any Third Party Materials (in whole or in part) through the Sites. In addition, the availability of third-party materials on the Sites does not imply that we endorse or are affiliated with the providers of such third-party materials, and such availability does not create any legal relationship between you and such providers.
14. Promotions. Sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, “Promotions”) available on the Sites or our social media pages may be governed by rules separate from this Agreement. If you are participating in a Promotion, please review the applicable rules as well as our Privacy Policy. If the rules of a Promotion conflict with this Agreement, the rules of the Promotion will be applicable.
15. Disclaimer of Warranties. The Sites and all third-party materials are provided to you “as is,” “as available,” and “as available,” without any representations or warranties of any kind, whether express, implied, or statutory . The company disclaims all warranties regarding the sites, and third-party materials to the fullest extent permitted by applicable law, as well as all implied warranties regarding products, including warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made on behalf of the Company and its affiliates, and their respective investors, shareholders, directors, officers, employees, affiliates, agents, representatives, companies licensing or sublicensing to us, suppliers and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns.
While we endeavor to maintain the currency, integrity and security of the Sites, we do not warrant that the Sites are or will remain current, complete, correct or secure, or that access to the Sites will always be uninterrupted or error-free. The Sites may contain inaccuracies, errors or other matters that violate or contradict this Agreement. The company cannot be held responsible for delays, interruptions, malfunctions, service failures or other problems inherent in the use of the Internet, electronic communications, telecommunications networks or other systems or networks operated by third parties or beyond our reasonable control. The company expressly disclaims all conditions, warranties and representations, whether express, implied, statutory or otherwise.
In addition, third parties may make unauthorized modifications to the Sites. If you become aware of any such modification, please contact us at privacy@biocodex.ca, describing the modification and its location on the Sites.
16. Limitation of Liability. Except to the extent prohibited by law, the company, its affiliated entities or any third party involved in creating, producing or delivering the Sites or any materials, and their respective successors and assigns, shall in no event be liable for any actual, indirect, incidental, consequential, special, exemplary, punitive, direct or any other damages whatsoever, whether in contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or loss of data, loss of other intangible property, loss of customers, interruption of services, computer damage or failure arising out of or in connection with these terms and conditions, loss of security of submissions (including unauthorized interception by third parties of any submissions), even if advised in advance of the possibility of such damages or losses. Without limiting the foregoing, the company or its affiliates, and their respective successors and assigns, shall not be liable for any damages or losses of any nature whatsoever resulting from the use or inability to use the Sites or any content, or any third-party products or materials, including any viruses that may be transmitted in connection with such sites. The company expressly disclaims all conditions, warranties and representations, express, implied, statutory or otherwise. Your sole and exclusive remedy for any dissatisfaction with the Sites or third-party materials is to discontinue using the Sites. All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made on behalf of the company and affiliated entities and their respective successors and assigns.
Applicable law may not allow certain implied warranties to be limited or certain damages to be excluded or limited; only to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights. In this case, the liability of the company or its affiliates, successors and assigns will be limited to the greatest extent permitted by the applicable law of the relevant jurisdiction. We advise you to seek advice from your local consumer protection agency or legal advisor.
17. Indemnity. Except to the extent prohibited by applicable law, you agree to defend, indemnify and hold harmless the Company and the Affiliated Entities, and their respective successors and assigns, from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ and accountants’ fees) arising out of or relating to (a) your use of or activities in connection with the Sites (including any Submissions); and (b) any breach or alleged breach of this Agreement by you or third parties under your responsibility and (c) your violation of any law or regulation or third party right, such as intellectual property rights or privacy rights, other than as expressly permitted herein.
The Company reserves the right, at its sole discretion and expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You also agree to cooperate fully and reasonably in the defense of any claim, if any.
18. Termination. This Agreement is effective until terminated. The company may terminate or suspend your use of the Sites at any time without notice for any reason, including if the company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. In the event of termination or suspension, your right to use the Sites will cease immediately and the company may, without liability to you or any third party, immediately deactivate or delete your username, password and account, and all related documents, without any obligation to provide further access to such documents. Sections 1, 3 to 10 and 12 to 23 shall survive the expiration or termination of this Agreement, until all rights and obligations hereunder have been fulfilled or ceased to exist .
19. Applicable Law; Arbitration. This Agreement is and shall be governed by and construed in accordance with the laws of Quebec , without regard to its conflict of law principles. In the event of any disagreement between you and us regarding the application of this Agreement, excluding a dispute with a seller of the Products for which remedies shall be directed exclusively to such seller, we invite you in the first instance to contact us in the manner provided herein. We will try as far as possible to reach an amicable agreement and to find an appropriate solution to the situation, without prejudice to the right of each party to apply to the courts in the manner and at the time it deems appropriate. Any dispute between the Company or any of its affiliates and you arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of the province of Quebec, judicial district of Montreal. Notwithstanding the foregoing, nothing in this Agreement shall prevent you from bringing matters to the attention of federal or provincial agencies and, if permitted by law, they may seek redress against us on your behalf.
20. Filtering. We inform you that parental control protections (such as hardware, software or filtering services) are available on the market and can help you limit access to material harmful to minors. Information on the current suppliers of these protections is available at https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers . Please note that the company does not endorse any of the products or services listed on these sites.
21. Inquiries or complaints. If you have a question or complaint about the Terms and Conditions, the Sites or our services, including reports of broken links, please write to Scott Koppang at scottkoppang@biocodex.com.
You may also contact us by writing to the following address: Biocodex Inc. 550 Hills Drive Suite 200B, Bedminster, NJ 07921 or by calling us at 1-877-356-7787. Please note that e-mail communications will not necessarily be secure; therefore, you should not include credit card or other sensitive information in your e-mail correspondence with us.
22. Miscellaneous. This Agreement does not create and shall not be construed to create a partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and the Company. If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No waiver by either party of any breach or default under this Agreement shall be deemed a waiver of any preceding or subsequent breach or default. Any title, legend or section heading contained herein is for convenience only and does not in any way define or explain any section or provision. All terms defined in the singular have the same meaning when used in the plural, where applicable and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as being followed by the phrase “without limitation”. This Agreement, including the terms and conditions contained herein, constitutes the entire Agreement between you and the Company with respect to the subject matter hereof, and supersedes all prior or contemporaneous written or oral Agreements or understandings between you and the Company with respect to such subject matter. Notices to you (including notices of changes to this Agreement) may be sent by post to the Sites or by e-mail (including, in each case, through links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The company shall not be liable for any failure to perform an obligation due to a cause beyond its control.
2024 Biocodex Canada Inc. unless otherwise indicated. All rights reserved.