Website terms of use

Fergus Inc. (“FERGUS”) welcomes you to its website, www.fergus.bio (the “Website”). YOU MUST CAREFULLY READ EACH OF THE FOLLOWING TERMS AND CONDITIONS BEFORE PROCEEDING TO ACCESS OR USE OF THE WEBSITE SINCE YOUR ACCESS TO OR USE OF THE WEBSITE IS SUBJECT TO THIS AGREEMENT.

Your Acceptance of this Agreement

These Terms of Use (the “Agreement”) is an agreement between you and Fergus, and governs your access and use of the Website. This Agreement also provides benefits to Fergus’ affiliates, suppliers and sub-contractors (collectively the “Affiliates and Suppliers”). By accessing or using the Website you signify that you agree to be bound by this Agreement, and represent and warrant that you have the legal authority to consent to and accept this Agreement. If you do not agree with each provision of this Agreement, please do not access or use the Website. This Agreement is in addition to any other agreement you may have with Fergus.

Changes to the Agreement

Only those individuals residing in Canada, who are of the age of majority in their jurisdiction of residence and who can legally form binding contracts under applicable laws may use the Website. You may not use the Website if you live in a jurisdiction where access to or use of the Website or any part of it may be illegal or prohibited. It is solely your responsibility to determine whether your use of the Website is lawful, and you must comply with all applicable laws. Fergus reserves the right to request proof of identification and age.

Authorized Users

Fergus reserves the right, from time to time, in its sole discretion, to change, supplement or amend the Agreement as it relates to your future use of the Website, for any reason, and without any prior notice or liability to you or any other person. The then current version of the Agreement will be posted on the Website, and you are responsible for periodically reviewing the Agreement prior to using the Website. If any term, condition or any change thereto is not acceptable to you, you must discontinue your use of this Website. Access to or use of this Website after any have been posted shall constitute your acceptance of this Agreement as amended. You may not change, supplement, or amend this Agreement in any manner.

Ownership and Permitted Uses of the Website

The Website (including any and all content, material, custom graphics, button icons, and text and the presentation, arrangement, coordination, images, video and audio forms, icons, software, designs, applications, data, and other elements available on or through the Website) is the property of Fergus or its respective owners, as the case may be, and is protected by Canadian, U.S. and international copyright, trade-mark and other laws. Your use of the Website does not transfer to you any ownership or other rights in the Website or its content. The Website is made available to you for personal use only. You may use the Website only in the manner described expressly in this Agreement and subject to all applicable laws. Using the Website for any other purpose or in any other manner is strictly prohibited.

Fergus hereby grants you a personal, limited, revocable, non-transferable, non-assignable and non-exclusive license to access, read and print the content of this Website for your personal, non-commercial. You may not modify any of the pages, nor remove or alter any visible or non-visible identification, marks, notices, or disclaimers. The Website and its content may not be copied, imitated, reverse engineered, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, without the express prior written consent of Fergus. You may not use any of the software that is used in the operation or provision of the Website except while you are using the Website in accordance with this Agreement.

Posted Information And Submissions

This Website may provide features that allow you to post messages and content, to interact with Fergus and other users through a message board and to upload files, documents or other materials (collectively, the “Submissions”). When using any of the features of the Website, you agree not to:

I) Restrict or inhibit any other user from using and enjoying this Website, interfere or attempt to interfere with the proper workings of the site or do anything which in the sole discretion of Fergus imposes an unreasonable or disproportionately large load on the Fergus Website infrastructure;

II) Post or transmit any unlawful, threatening, abusive, libellous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including, without limitation, any Submission constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any local, provincial, national or international law or regulation;

III) Post or transmit any Submission, including, without limitation, articles, images, stories, software or other material, which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by any intellectual property rights, including, without limitation, copyright, patent, trade secret, trademark or other proprietary rights herein, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder;

IV) Post or transmit any Submission which contains a virus or other harmful component, or provides or creates computer viruses;

V) Post or transmit junk mail, chain letters, unsolicited mass mailing or spam; or

VI) Use the Website for commercial purposes, including, without limitation, posting, uploading or transmitting any Submissions which contain advertising or which engage in commercial activities and/or sales, or which involve contests, sweepstakes, barter and/or advertising

By posting or uploading Submissions to this Website, you grant Fergus a royalty-free, perpetual, non-exclusive, irrevocable, unrestricted, worldwide right and license to use, reproduce, store, adapt, translate, modify, make, have made or make derivative works from, transmit, distribute, publicly perform or display such Submissions for any purpose. In addition, you hereby (i) agree to waive all moral rights in any Submission in favour of Fergus; (ii) consent to your name, address and e-mail appearing as the contributor of any Submission, where applicable, and to the disclosure and/or display of such information and any other information which appears in or is associated with a Submission; (iii) acknowledge and agree that Fergus is not responsible for any loss, damage, or corruption that may occur to your Submissions; and (iv) acknowledge and agree that any Submissions you provide for display on this Website will be considered non-confidential.

Fergus may review Submissions before they are posted and may refuse to post any Submission to this Website. Fergus reserves the right, in its sole discretion, to edit or remove any Submission. You acknowledge and agree that Fergus may, in its sole discretion, monitor this Website periodically and disclose any information as necessary to satisfy any law, regulation or other governmental or Court request, to operate this Website properly or to protect itself or other users of the Website. Any such disclosure shall be in accordance with Fergus’ Privacy Policy.

Fergus is not responsible for the content of any Submission. Submissions represent the views and opinions of the person(s) posting the Submission and do not represent the views or opinions of Fergus, its directors, officers or employees.

No Linking, Framing, Mirroring, Scraping or Data-Mining

Links to this Website without the express written permission of Fergus are strictly prohibited. To request permission to link to the home page of the Website, please send an e-mail to info@fergus.bio. Fergus may in its discretion cancel and revoke any permission it may give to link to the home page of the Website at any time and without any notice or liability. The framing, mirroring, scraping or data-mining of this Website or any of its content in any form and by any means is also strictly prohibited.

Trade-mark Information

FERGUS® and other marks and logos appearing on the Website are registered and unregistered trade-marks, or trade names owned or licensed by Fergus. Other product, service marks and company names and logos appearing on the Website may be registered or unregistered trade-names or trade-marks of their respective owners. Any use of the trade-names, trade-marks, and logos (collectively, the “Marks”) displayed on the Website. Nothing appearing on the Website or elsewhere shall be construed as granting, by implication, or otherwise, any licence or right to use any Marks displayed on the Website.

Trade-mark Information

FERGUS® and other marks and logos appearing on the Website are registered and unregistered trade-marks, or trade names owned or licensed by Fergus. Other product, service marks and company names and logos appearing on the Website may be registered or unregistered trade-names or trade-marks of their respective owners. Any use of the trade-names, trade-marks, and logos (collectively, the “Marks”) displayed on the Website. Nothing appearing on the Website or elsewhere shall be construed as granting, by implication, or otherwise, any licence or right to use any Marks displayed on the Website.

Unsolicited Comments

Fergus hopes that you find the Website to be a valuable service and welcomes your feedback (send comments to info@fergus.bio. However, Fergus does not accept unsolicited ideas, including ideas for new advertising campaigns, new or improved products, services or technologies. The purpose of this policy is to avoid potential misunderstandings or disputes. Accordingly, please do not send any unsolicited ideas, suggestions or other materials (“Unsolicited Comments”) to Fergus.

If you do send Unsolicited Comments to Fergus, Fergus must have the right to use them. Therefore, you grant (or warrant that the owner of the Unsolicited Comments grants) to Fergus and its assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, assignable, transferable, sub-licensable, right and license to copy, modify, publish, create derivative works from, distribute, publicly display and otherwise use the Unsolicited Comments or any ideas, concepts, know-how or techniques associated with the Unsolicited Comments for any purpose whatsoever. You also agree, represent and warrant that all moral rights in the Unsolicited Comments are waived in favour of Fergus and its assigns.

Promotions and contests

From time to time Fergus may offer special promotions on products purchased through the Website. All such promotions are subject to specific terms and conditions. Fergus may also make contests available to users of the Website and others. All contests are governed by this Agreement and any specific applicable contest rules which Fergus may provide. By participating in a contest through the Website, you signify your agreement and acceptance of this Agreement and any applicable contest rules which Fergus may provide.

Privacy Policy

Fergus collects, uses, stores and discloses your personal information in accordance with its Website Privacy Policy, which is incorporated by reference into this Agreement and may be viewed by clicking here. This Privacy Policy may be changed by Fergus from time to time in its sole discretion and without any prior notice or liability to you or any other person by making the amended Privacy Policy accessible through the Website. Changes will be effective upon posting to the Website. Your continued access and use of the Website and receipt or request of any electronic communications subsequent to any changes to the Privacy Policy will signify that you consent to the collection, use, storage and disclosure of your personal information in accordance with the Privacy Policy. Fergus cannot and does not guarantee the security or privacy of data that you provide through the Internet and accordingly you agree that access to and use of the Website, and the provision of data through the Internet to Fergus, is at your sole risk.

Other Websites

While this Website may contain links to third party websites, Fergus is not responsible for the content of any linked websites. Fergus provides these links only as a convenience and these linked websites are not under the control of Fergus. Fergus makes no representation or warranty regarding, and does not endorse, any linked websites, the information or any of the products or services appearing, available or described thereon. Links do not imply that Fergus sponsors, endorses, is affiliated or associated with, or is legally authorized to use any content displayed in or accessible through the links. When you access such websites, you are doing so at your own risk and you should abide by the terms and conditions of use of the third party websites

Disclaimer And Liability Exclusion

FERGUS MAKES REASONABLE EFFORTS TO ENSURE THAT THE GENERAL CONTENT IT PROVIDES TO THE WEBSITE IS ACCURATE AND RELIABLE. HOWEVER, THIS WEBSITE AND ITS CONTENT ARE NOT TO BE CONSTRUED AS A FORM OF PROMOTION. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OR DURABILITY, ALL OF WHICH ARE HEREBY DISCLAIMED BY FERGUS AND ITS AFFILIATES AND SUPPLIERS TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FERGUS AND ITS AFFILIATES AND SUPPLIERS MAKE NO REPRESENTATION, WARRANTY OR CONDITION THAT: (A) THE WEBSITE WILL BE COMPATIBLE WITH YOUR COMPUTER AND RELATED EQUIPMENT AND SOFTWARE; (B) THE WEBSITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS OR THAT ANY ERRORS WILL BE CORRECTED; (C) THE USE OF THE WEBSITE WILL BE FREE OF VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; OR (D) THE USE OF THE WEBSITE WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; AND FERGUS AND THE AFFILIATES AND SUPPLIERS DISCLAIM ANY AND ALL LIABILITY REGARDING SUCH MATTERS TO THE FULLEST EXTENT PERMITTED BY LAW.

FERGUS AND ITS AFFILIATES AND SUPPLIERS WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE AND EXEMPLARY DAMAGES OR LOSSES, HOWSOEVER CAUSED, ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE OR THIS AGREEMENT INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOST SAVINGS, OR RESULTING FROM VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS, LINKS TO THIRD-PARTY WEBSITES, THIRD-PARTY CONTENT, PRODUCTS OR SERVICES, THE USE OR INABILITY TO USE THIS WEBSITE OR THE CONTENT UNDER ANY THEORY OF LIABILITY (WHETHER ON A CONTRACTUAL OR EXTRACONTRACTUAL BASIS, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING AND FUNDAMENTAL BREACH BY FERGUS OR ANY PERSON FOR WHOM FERGUS IS RESPONSIBLE EVEN IF FERGUS, ITS AFFILIATES AND SUPPLIERS OR ANY OF ITS LAWFUL MANDATORIES OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

Indemnification

You agree to indemnify, defend, and hold harmless Fergus, its Affiliates and Suppliers (collectively, the “Indemnified Parties“) from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees, sustained, incurred or paid by the Indemnified Parties, resulting from any violation of these terms and conditions or any activity related to your use of the Website by you or any other person accessing the Website on your behalf. You will assist and co-operate as fully as reasonable required by the Indemnified Parties in the defense of any such claim or demand.

Contacting Fergus

Fergus would always like to hear from you. For general questions about Fergus products and services, you may contact Fergus by email, or postal mail as below:

Email: info@fergus.bio

Postal Mail: 9210 Boulevard Pie-IX, Montréal, QC H1Z 4H7

Termination of the Website and This Agreement

Fergus may, at any time without notice of liability to you, and for any reason whatsoever: (a) change, suspend or terminate, temporarily or permanently, the Website or any part of it; or (b) restrict, suspend or terminate (in whole or in part) your permission to access or use the Website, all without any notice or liability to you or any other person. If you breach any provision of this Agreement, Fergus may prohibit you from using this Website.

If this Agreement or your permission to access or use the Website is terminated by you or by Fergus for any reason, then: (a) this Agreement will nevertheless continue to apply and be binding upon you and any persons you represent, jointly and severally, regarding your prior access to and use of the Website, and anything connected with, relating to or arising therefrom; and (b) Fergus may continue to use and disclose your personal information in accordance with the Privacy Policy, as amended from time to time.

Governing Law and Dispute Resolution

This Website is controlled by Fergus from its offices located in Montreal, Province of Quebec, Canada. This Agreement, the Privacy Policy and all related matters are governed solely by the laws of the province of Quebec, and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this agreement or to any purchase of merchandise through the Website, to the extent the Website offers products for sale online. Any dispute between Fergus and you arising from, connected with or relating to the Website, this Agreement, or any related matters must be resolved before the Courts sitting in the City of Montreal, Quebec, Canada, and you hereby irrevocably submit and consent to the original and exclusive jurisdiction of those Courts in respect of all disputes.

Other Matters

This Agreement, as it may be amended from time to time, including the Privacy Policy and all legal notices and policies contained on the Website, constitute the entire agreement between you and Fergus with respect to the access or use of the Website and the content and supersede any previous and contemporaneous communications, representations, understandings, proposals and agreements, whether oral or written, between Fergus and you with respect to such subject matter.

The provisions of this Agreement shall enure to the benefit of and be binding upon each of Fergus and its Affiliates and Suppliers and each of their respective successors and assigns and related persons, and you and your heirs, executors, administrators, successors, and personal representatives (and those of any person you represent). You and the persons you represent may not assign this Agreement or the rights and obligations under this Agreement without the express prior written consent of Fergus, which may be withheld in Fergus’ sole discretion. Fergus may assign this Agreement and its rights and obligations under this Agreement without your consent or the consent of any persons you represent.

No consent or waiver by any party to or of any breach or default by any other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party.

You (on the one hand) and Fergus and its Affiliates and Suppliers (on the other hand) are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement or your use of the Website.

If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be interpreted as necessary to carry out the intent of the parties and the other provisions herein shall remain in full force and effect.

Any rights not expressly granted