Last Updated: August 1, 2022
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these
Terms, do not use the Services.
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore.
Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND NUCLIQ BIOLOGICS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
You may use the Services only if you are 18 years or older and capable of forming a binding contract with Nucliq Biologics and are not barred from using the Services under applicable law.
To access most of the insightful and personalized features of our Services you’ll have to create an account (“Account”). You may also be able to link your Account with certain third-party social networking services such as Facebook or Twitter (each, an “SNS Account”) or tracking services such as FitBit and MyFitnessPal (each a “Health Tracker”). We may extract from your SNS Account or Health Tracker certain personal information such as your name, email address, User Content (defined below), and other personal information that your privacy settings on the respective SNS Account or Health Tracker permit us to access. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
When you purchase a GutcheckTM kit through the Site, you authorize us to provide your credit card or other payment method that you have provided (your “Payment Method”) to our third party payment processors so we can complete your purchase and charge your Payment Method accordingly. Third- party services providers who assist with processing Samples and Sample Data have access to anonymized versions of the information (and Samples) you provide for the purpose of performing services on our behalf, and their use of this information is covered by their respective policies. Stripe assists with managing payments and has access to information sufficient to charge you for the Services you select (we do not retain your payment information), in accordance with its policies available at https://stripe.com/.
Please note that from Aug 3rd until Aug 30th , 2022, we are running a pre-order sale as a part of the launching campaign for the GutcheckTM. Any pre-orders made during this time can be cancelled until Aug 30th, 2022. The orders will be shipped on or after Aug 30th, 2022. All the pre-orders will be final once the product is shipped to your address. Any pre-orders made during this time are with a discounted price of $199 CAD. If you cancel the pre-order and decided to buy the GutcheckTM after Aug 30th, 2022, the discount for GutcheckTM will not be available until next promotional price.
Your sequencing kit(s) will be delivered to you in accordance with the terms communicated to you when you place your order.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at [firstname.lastname@example.org]. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
To make this section easier to read, we use the following definitions:
deduced from analysis of a Sample by or for Nucliq Biologics.
Rights in User Content Granted by You
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Nucliq Biologics on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights or rights of publicity or privacy. You also represent and warrant that neither your User Content, your use and provision of your User Content to be made available through the Services, nor any use of your User Content or Samples will result in the violation of any applicable law or regulation.
You can remove some of your User Content stored on our systems by specifically deleting it. However, in certain instances, some of your User Content (such as that maintained in aggregate, non-identifying form) may not be removed and copies thereof may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content. We reserve the right to retain any User Content in aggregate form for any purpose and in our sole discretion.
We reserve the right to suspend, withdraw, discontinue, or amend all or any part of GutcheckTM without notice. We will not be liable if, for any reason, GutcheckTM is unavailable at any time or for any period. From time to time, we may restrict access to all or any part of GutcheckTM. You are responsible for making all arrangements necessary for You to have access to the Website. You are also responsible for ensuring that all persons who access the Website through Your internet connection are aware of these Terms, and that they comply with them.
Unauthorised access or use of GutcheckTM may give rise to a claim for damages and/or be a criminal offence.
We may change or improve GutcheckTM at any time. We may also stop making GutcheckTM available or modify its availability in any way. We are under no obligation to update any material that may be out of date at any given point in time.
We will always try to give You notice of any significant changes to GutcheckTM or its availability before such changes take effect, although this may not always be possible. To the maximum extent permitted by law, we do not accept liability for any damage or loss which You may suffer or incur as a result
Rights in Content Granted by Nucliq Biologics
Subject to your compliance with these Terms, and in particular the “No Medical Advice” section below, Nucliq Biologics grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
You agree not to do any of the following:
letters or other form of solicitation;
the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
posting, or in any way use the Services or Content to send altered, deceptive or false sourceidentifying information;
the Services or Content;
limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
identity in Sample submissions;
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content or any portion of the Site (including access to User Content and Sample Reports), at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Nucliq Biologics respects copyright law and expects its users to do the same. It is Nucliq biologics’ policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Nucliq Biologics’ Copyright and IP Policy at [https://www.mygutcheckkit.ca/copyright], for further information.
The Services and App may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at [email@example.com]. Upon any termination, discontinuation or cancellation of Services or your Account, the following provisions will survive: provisions addressing ownership, No Medical Advice, Warranty Disclaimers, Limitations of Liability, Dispute Resolution provisions, and all related sub-heading underlined titles therein.
You agree and consent that:
time online via Your registered account),
We may de-identify and aggregate User Information, Your Microbiome Report and any other results, data and other information generated, inputted, or derived from performing the Microbiome Services, including by removing personal identifiers and removing or altering other information that may allow identification (De-identified Data). Without limitation,
We may use such De-identified Data to conduct, publish and/ or present research studies, and/or to develop diagnostics, therapeutics, or other products/services. To the extent that De-identified Data is owned by You, you grant us an irrevocable perpetual, non-exclusive, assignable, worldwide and royalty free licence (with a right to sub-licence) to use and commercialise the De-identified Data for such purposes as we see fit. This right continues even if You no longer use GutcheckTM or are deregistered as a User.
You acknowledge that You acquire no rights in any research or commercial products that may be developed or derived by Us or Our licensees from any De-identified Data.
THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, INCLUDING NUCLIQ BIOLOGICS AND ITS SERVICE PROVIDERS AND PARTNERS’ EMPLOYEES’ PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF
WORK, OR ACCURACY IN PROVIDING THE SERVICES. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OBTAINED AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO SAMPLE REPORTS. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.
NO MEDICAL ADVICE
THE HEALTH-RELATED INFORMATION YOU MAY FIND IN THE SERVICES IS BROAD IN NATURE AND SCOPE, HAS NOT NECESSARILY BEEN CLINICALLY VALIDATED, DESCRIBES ONLY GENERAL PRINCIPLES OF BIOLOGY, AND IS NOT INTENDED TO BE USED TO (I) DIAGNOSE, TREAT, CURE OR PREVENT DISEASES; (II) ACT AS A GUIDE FOR SELF-TREATMENT; OR (III) ACT AS A SUBSTITUTE FOR CONSULTING WITH YOUR HEALTH CARE PROFESSIONAL. THE SERVICES AND SAMPLE REPORTS DO NOT CONSTITUTE PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE INFORMATION, INCLUDING SAMPLE REPORTS, PROVIDED THROUGH THE SERVICES IS FOR INFORMATIONAL AND EDUCATIONAL USE ONLY AND YOUR USE OF THIS INFORMATION IS SOLELY AT YOUR OWN RISK. YOU SHOULD CONSULT A PHYSICIAN OR PROFESSIONAL HEALTHCARE ADVISOR WHO IS FAMILIAR WITH YOUR PERSONAL CIRCUMSTANCES BEFORE CHANGING YOUR HEALTH BEHAVIORS, ESPECIALLY IF SUCH CHANGES ARE BASED ON INFORMATION, INCLUDING SAMPLE REPORTS, OBTAINED THROUGH OUR SERVICES. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF INFORMATION MADE AVAILABLE ON OUR SERVICES. WE DO NOT GUARANTEE THAT THE SERVICES ARE RELIABLE AND PROPER FOR EVERY INDIVIDUAL. NUCLIQ BIOLOGICS DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PHYSICIANS, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED ON THE SERVICES OR BY ANY OTHER MEANS.
You will indemnify and hold harmless Nucliq Biologics and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services, (ii) your User Content, or (iii) your violation of these Terms.
NEITHER NUCLIQ BIOLOGICS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, INCLUDING SAMPLE REPORTS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NUCLIQ BIOLOGICS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL NUCLIQ BIOLOGICS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION
WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO NUCLIQ BIOLOGICS FOR USE OF THE SERVICES OR TWO TWENTY NINE ($229 CAD), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO NUCLIQ BIOLOGICS AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NUCLIQ BIOLOGICS AND YOU.
These Terms and any action related thereto will be governed by the laws of the Province of Newfoundland and Labrador without regard to its conflict of laws provisions.
Agreement to Arbitrate
You and Nucliq Biologics agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Nucliq Biologics with written notice of your desire to do so by email or regular mail at [firstname.lastname@example.org, 100 Signal Hill Rd, 0100 Genesis Suite, St. John’s, NL, A1A 1B3] within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Nucliq Biologics with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Nucliq Biologics with an Arbitration Opt-out Notice, will be the state and federal courts located in the [St. John’s, Newfoundland and Labrador] and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Nucliq with an Arbitration Opt-out Notice, you acknowledge and agree that you and Nucliq Biologics are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Nucliq Biologics otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
The arbitration will be administered by the Canadian Arbitration Association (“CAA”) in accordance with
the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “CAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The CAA Rules are available at https://canadianarbitrationassociation.ca/ or by calling the CAA at 1-800-856-5154). The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the CAA Rules. (The CAA provides a general Demand for Arbitration and a separate Demand for Arbitration for Newfoundland residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the CAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the CAA will appoint the arbitrator in accordance with the CAA Rules.
Arbitration Location and Procedure
Unless you and Nucliq Biologics otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Nucliq Biologics submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the CAA Rules. Subject to the CAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the CAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
Nucliq Biologics will not seek, and hereby waives all rights it may have under applicable law to recover,
attorneys’ fees and expenses if it prevails in arbitration.
Your responsibility to pay any CAA filing, administrative and arbitrator fees will be solely as set forth in the CAA Rules. However, if your claim for damages does not exceed $5,000, Nucliq Biologics will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose.
Notwithstanding the provisions of the “Modification” section above, if Nucliq Biologics changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [email@example.com]) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Nucliq Biologic’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Nucliq Biologics in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms constitute the entire and exclusive understanding and agreement between Nucliq Biologics and You regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Nucliq Biologics and You regarding the Services. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Arbitration” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Nucliq Biologic’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Nucliq Biologics may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Nucliq Biologics under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Nucliq Biologic’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Nucliq Biologics. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact Nucliq Biologics at [at firstname.lastname@example.org, call us at +1-709-315-2273, or send a letter to: 100 Signal Hill Rd, 0100 Genesis Suite, St. John’s, NL, A1A 1B3, Canada].