Terms and Conditions
Please read these terms and conditions carefully. They contain important information about your rights and obligations and constitute the agreement between you and Viaguard Inc., and their affiliated and/or associated companies (“Company,” “we,” “us” or “our”) regarding your use of testing services and products (service).
Should you or the Company have a claim against the other party, the claim must be submitted to binding, confidential and final arbitration on an individual basis, not as a plaintiff or class member in any class, group or representative action or proceeding.
The Company will use its resources and efforts to achieve clinically precise results, but, a number of factors can impact the accuracy of the test results, including without limitation, insufficient, contaminated, or unsuitable biological samples. You agree that we are not liable for any testing or other service. We do not warrant that our testing or service will be error free, accurate, reliable, or that the service will achieve or produce any particular result, or that the results of the service will be accepted by a particular entity.
You use the service and the site, and any resultant information at your own risk. The content and conclusions created by the Company, or referred to or referenced by the Company are for informational purposes only and not intended as a substitute for medical advice.
Charges paid by you for are final. The Company has no obligation to provide refunds or credits, but may grant them, in each case in the Company’s sole discretion after a review of the circumstances provided the goods or services are fully paid for.
Any dates quoted by the Company to you for the provision of the service are approximate and do not have any contractual effect, and shall not be treated as being of the essence of the Contract. The Company will not be liable to you for any loss or damage direct or indirect, caused or occasioned by any delay howsoever arising from the performance of the service.
You represent and warrant that you are agreeing to these Terms on behalf of yourself and any other persons , you purport to represent. You may not use the services and may not accept these Conditions if you are not of legal age to form a binding contract with the Company, and/or you are a person barred from receiving the services under the laws of the jurisdiction in which you are resident or from which you use the services.
You represent and warrant that you are not a person suffering from a mental disorder and are capable of understanding the nature and purpose of the Service you purchase.
You represent and warrant that you shall comply with all laws and regulations that apply to your access and use of the Site and the Service you purchase.
You acknowledge that some of the information you receive from the Service you purchase may be unwanted or unexpected, and may provoke strong emotion.
If a third parties accesses your test results, you will defend, indemnify and hold harmless the Company against any liability, costs, or damages, including attorneys’ fees, arising out of claims or suits by such third parties based upon the test results or relating to such access and use.
The Site may contain links to third-party websites. Company does not control and is not responsible for the availability, content or accuracy of any pages or other sites linked to this website. The inclusion of any link to such websites does not imply endorsement by the Company of such websites. If you click on any links to third-party websites, you do so at your own risk. You agree that the Company will not be liable for any loss or damages you or any third party may suffer in connection with any third-party website.
The signatory agrees not to post or transmit, or assist in the posting or transmission, of any content that is defamatory or detrimental to the company by any third party, but if found to have done so is responsible for all legal costs in connection with the matter.
We do not warrant that any websites posted by the Company will be error-free, accurate, reliable, or will achieve or produce any particular result the Company makes no representations or warranties of any kind, express or implied, as to the operation of the website, the information, content or materials included on the website or services provided in connection with the website
The Company makes no guarantee that the test results and accompanying documentation will be accepted by a particular entity. You may wish to obtain independent legal advice.
Except to the extent prohibited by applicable law, in no event will the Company nor any of its officers, directors, employees, agents or other representatives be liable for any direct, indirect, special, punitive, exemplary or consequential damages or losses of whatsoever kind arising out of or in connection with the service and any results arising from use of the service., , content or materials included on the website, access to or use of the website , whether based on warranty, contract, tort(including negligence), strict liability, violation of statute, or otherwise.
Any legal actions arising in connection with your use of the website, services, or results must be legally initiated within the earliest of one year of the date of the test ,or service, or event giving rise to such action occurred.
Notwithstanding the foregoing, none of the exclusions and limitations in the clause are intended to limit any rights you may have as a consumer under local law or other statutory rights which may not be excluded nor in any way to exclude or limit the company’s liability to you for death or personal physical injury resulting from our negligence or that of our employees or agents.
You shall indemnify, defend and hold the Company, our suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the “Company Entities”) harmless against all claims, losses, costs and expenses (including legal expenses on an indemnity basis) howsoever arising in respect of any claims made by third parties against the Company arising out of or relating to: (a) your access to or use of the Site; (b) your violation of these Conditions; (c) the infringement by you, or any third party using your account, of any intellectual property, privacy or other right of any person or entity; (d) your use of the Service; (e) the samples you provide to the Company; or (f) your User Generated Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
In consideration of and as a condition of your use of the website and Services, you and the Company (collectively, “the parties”) agree as follows (the “Arbitration Agreement”):
Applicability; Exclusions; Court and Jury Trial Waiver
The parties agree that any and all covered disputes (as defined below) that either party has the legal right to sue for in court, whether now or in the future, shall be subject to final, confidential and binding arbitration under the arbitration provisions set forth below. This means that the parties have selected arbitration as the sole and exclusive forum for the parties to sue or be sued in for all covered disputes, regardless of when the dispute first arose or arises and irrespective of the time period(s) involved in the dispute. The term “covered disputes” means all disputes and claims between the parties, including any disputes or claims: (i) arising out of or relating to these Conditions; (ii) relating to the relationship between the parties; (iii) arising under any state, federal, or international law(s) of similar import; and (iv) all other claims or disputes under federal, state, and local statutes and laws, municipal ordinances, executive orders, contract, tort, public policy, or common law (judge-made law).
The parties intend to require arbitration of all covered disputes that can lawfully be arbitrated. It is understood by the parties that the term “covered disputes” shall cover and include all such disputes not only between the parties to these Conditions but also all disputes or claims against any of your heirs, executors, personal representatives, and assigns, and all such disputes or claims not only against the Company but also against any and all of its subsidiaries and parents collectively, and its and their predecessors and successors and any of its and their collective officers, agents, employees, members, shareholders, directors, managers, and attorneys.
The arbitrator (and not a court) shall decide all issues in any covered dispute including, but not limited to, issues regarding the non-availability of class arbitration, timeliness, scope of arbitrator’s authority, arbitration procedures, any issues regarding arbitrability of the parties’ dispute, statute of limitations, and all other issues regarding the application, interpretation, and implementation of these Conditions. The arbitrator’s decisions shall be final and binding. The parties agree that a court of competent jurisdiction shall have the authority to enter a judgment upon the award made by the arbitrator or to confirm an arbitration award, and any such proceeding shall not itself be deemed a covered dispute.
The arbitration shall be referred to and resolved by arbitration at ADR Chambers under their arbitration rules. The place of the arbitration shall be Toronto Ontario and the decision arrived at by the arbitration shall be final and binding and no appeal shall lie there from.
If there are any ambiguities in these Conditions, it is the parties’ intent that all ambiguities be resolved in favor of arbitration. If any provision of this Arbitration Agreement is unenforceable, the remainder of this Arbitration Agreement shall remain in full force and effect.
The parties agree that all covered disputes brought against each other will be arbitrated on an individual basis only and not in a class action arbitration, a collective action arbitration, or on any other group, representative, consolidated, or joint basis. The arbitrator shall have no authority to consider or resolve any covered dispute or any claim or issue in a covered dispute on any basis other than on an individual basis and may not proceed or direct the parties to proceed on a class or collective action basis or consolidate or join one or more covered disputes pertaining to you with any other individual’s or entity’s covered dispute(s). The provisions in this Arbitration Agreement mean that both parties waive their right to commence, become a party to, or in any way participate in any class action, collective action, or group or representative action or claim against the other party or in any such action or claim consolidated or joined with another party, with respect to any covered dispute, and each party agrees to opt-out of or be severed from any such action or proceeding.
The parties agree that they shall share equally (each pay one-half) the fees and costs of the arbitrator and the fees and costs of arbitration Each party shall bear the cost of his/her/its own legal fees and costs, including but not limited to attorneys’ fees and expert witness fees, subject to any right to recover such fees and costs under applicable law, which the arbitrator shall apply where applicable. In rendering an arbitration award, the arbitrator shall apply applicable and appropriate law and shall award all statutory remedies and penalties, including attorneys’ fees and costs to the extent authorized by and consistent with law. The award shall be in writing and the arbitrator shall set forth the essential findings of fact and law. Either party may request that a transcript and/or recording of the hearing be made.
(a) These Conditions are made between the Company and you and shall not be assignable by you. The Company may assign these Conditions and sub-contract the performance of the Contract in whole or in part.
(b) The Company reserves the right to seek all remedies available at law and in equity for violations of these Conditions,.
(c) These Conditions, supersede any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and the Company (including, but not limited to, any prior versions of these Conditions). You acknowledge that you have not entered into this Contract in reliance upon any warranty or representation made by the Company or any other person and you waive any rights to damages/rescission you may have for misrepresentation payment method instructions.
(d) All notices shall be given to the Company via email at info@accu- metrics.com.
(e) The Company shall not be liable for any failure in the performance of its obligation under the Contract caused by factors or circumstances outside of its control including but not limited to any act of God, war, strike, lockout, industrial action, breakdown of systems or network access, flood, drought, storm or other event beyond the Company’s control.
(f) If any part of these Conditions is unenforceable (including any provision in which the Company excludes its liability to you) the enforceability of any other part of these Conditions will not be affected and the unenforceable provision shall be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
(g) No waiver by the Company of any term or condition set forth in these Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. The Company’s failure to insist upon or enforce strict performance of any provision of these Conditions shall not be construed as a waiver of any right.