Effective Date (Last Updated): March 22, 2022

Overview

Please read these Terms and Conditions which govern the relationship and legal agreement between you (“you”, “your”) and Medexus Pharmaceuticals Inc. (“Medexus”, “we”, “us”, “our”) before using the following Medexus websites: shopmedexus.com and any website operated by Medexus relating to a Medexus product that Medexus distributes in Canada (“website(s)”). By using these websites, you accept and agree to these Terms and Conditions and acknowledge that your use constitutes a legal signature. In addition, when using particular services or features of our websites, or making purchases on our websites, you accept and agree to any posted guidelines and policies applicable to those services, features, or purchases, all of which are hereby incorporated by reference into these Terms and Conditions. If you do not accept and agree to these Terms and Conditions, do not use these websites.

Please note that these websites and their content are intended for Canadian residents only. Medexus makes no representation that the Content is appropriate for residents of any other jurisdiction. Any product information available on these websites is intended only for the Canadian market. Medexus makes no representation that these products are available anywhere outside Canada or are legal for sale in any jurisdiction outside Canada.

Changes to these Terms and Conditions

Medexus reserves the right to change, modify, add, or delete portions of these Terms and Conditions at any time. If amended, we will provide notice to you by publishing the most current version of these Terms and Conditions and revising the Effective Date at the top of this page. If we make a material change to these Terms and Conditions, we will provide additional notice by displaying a prominent notice on our websites or, if required by law, by sending you an email.

It is your responsibility to review these Terms and Conditions regularly. By continuing to use our websites after changes to these Terms and Conditions come into effect, you agree to the revised Terms and Conditions. You may contact us at the address in section “Contact Us”, below, to obtain a copy of these Terms and Conditions at any time.

Privacy

Medexus is committed to protecting your privacy in accordance with applicable law. By accessing or using our websites, you indicate that you understand, accept, and consent to our Privacy and Cookies Policy. If you do not agree with our Privacy and Cookies Policy, your choice is not to use our websites.

Copyright and Trademark Notice

You acknowledge and agree that Medexus exclusively owns all right, title, and interest in all content and the compilation of such content on our websites, including but not limited to copyrights, registered and unregistered trademarks, service marks, trade names, trade dress, domain names, logos, products, trade secrets, patents, inventions, know-how, and all other intellectual property (“Content”), except for any content belonging to third parties, and that such Content is protected by Canadian and international copyright and intellectual property laws and other applicable laws. Content on our websites further includes overall design, graphics, text, sounds, pictures, software and other files and the selection and arrangement thereof, as well as certain names, words, titles, phrases, designs, icons, page headers, scripts, all data, images, illustrations, photographs, video clips, and written and other materials.

You may access and use our websites and their Content only as permitted by law. Medexus grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of our websites. Medexus authorizes you to view and download Content only for personal and non-commercial use, provided you keep intact all copyright and other proprietary notices contained in the original Content.

Without limiting the generality of the foregoing, Content may not be used in connection with any products or services that do not belong to or are authorized by Medexus, in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits Medexus. You agree that you acquire absolutely no rights or licenses to any Content other than the limited right to access and use our websites in accordance with these Terms and Conditions.

Except as expressly authorized by these Terms and Conditions or elsewhere on our websites, you may not copy, reproduce, duplicate, distribute, transmit, display, modify, sell, frame, perform, exploit in any way, create derivative works from, republish, reuse, post or repost, upload or download, or otherwise use, any of the Content in any form or by any means, without the prior written authorization of Medexus. Without such authorization, you may be in violation of copyright and intellectual property laws and other applicable laws of Canada and other jurisdictions.

Medexus reserves the right, in its sole discretion, to take such steps as it deems necessary, including legal action, to restrain any unauthorized use of our websites or Content. Medexus also reserves the right to change, modify, suspend, or discontinue our websites or any Content at any time, without notice and at its sole discretion, and for any reason and without further obligation or liability to you. If you are dissatisfied with our websites, any Content, your use thereof, or with any of the terms, conditions, guidelines, or policies applicable to your use of our websites, you agree that your sole and exclusive remedy shall be to discontinue using our websites.

All other content on our websites belonging to third parties is the property of its respective owners. Nothing contained in these Terms and Conditions shall be construed as conferring by implication, estoppel or otherwise, any license or right to use any content belonging to third parties. Any unauthorized use of such content is strictly prohibited.

Our websites contain references to trademarks and service marks, including those belonging to other companies, persons, or entities. Solely for convenience, trademarks and trade names referred to on our websites may appear without the “®” or “™” symbols. Each such reference should be read as though it appears with the relevant symbol. Any such references are not intended to indicate, in any way, that the holder or holders of the relevant intellectual property rights will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names.

User Conduct

Medexus welcomes and values your comments, questions, feedback, and participation on our websites. When you submit content on our websites, you represent and warrant that your submission is true, lawful, your own original work, does not infringe any third party’s rights, and is not or could not reasonably be considered threatening, harassing, defamatory, libelous, invasive of another person’s privacy, vulgar, obscene, profane, indecent, offensive, hateful, or otherwise objectionable in any way. You agree not to take any action that is intended to interfere with, or may result in the interference with, the proper operation and functioning of our websites in any manner or with another user’s access, use, and enjoyment of our websites.

You agree not to transmit content of a commercial nature, including any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation. You further agree not to transmit content that you do not have the right to transmit under any law or under contractual or fiduciary relationships.

Disclaimers Regarding Information and Products

Our websites contain information that we provide solely and exclusively for informational purposes and is not meant to substitute for the advice of your physician or other healthcare professional. We may also provide links to third party websites for informational purposes only. Medexus is not responsible for, and shall not be liable for, your or any other person’s actions or decisions taken in reliance on the information contained on our websites or on any third-party sites. Medexus does not make any representations or warranties about the information provided on our websites, nor does it recommend or endorse any specific product or service. You are ultimately responsible for making your own health-related decisions.

You should consult with a physician or other healthcare professional before using any medication or nutritional, herbal, or homeopathic product, before starting any diet, exercise, or supplement program, before adopting any treatment for any health or medical condition, or if you have or suspect you might have a health or medical condition requiring treatment. Our products should not be confused with prescription medicines and should not be used as a substitute for medically-supervised treatment or therapy. Please carefully read all information provided with our products, including all related labelling and packaging.

If you experience an adverse reaction to a Medexus product, or if a health or medical condition otherwise arises or persists, you should promptly see your physician or other healthcare professional. You should also consult with your physician or other healthcare professional regarding any potential interactions between any medication you are currently taking and any Medexus product, including any nutritional supplements. To report an adverse event to Medexus please call 1-877-630-5674.”

Third Party Sites and Content

Our websites may include links to other websites. We provide these links only as a convenience for you. Medexus does not control or endorse those third-party sites and is not responsible or liable for the content on those sites. You agree that your use of third-party sites and content is entirely at your sole discretion and risk. You further agree that Medexus will not be liable, directly or indirectly, for any loss, damage, or other claim caused or alleged to be caused by or in connection with access to, use of, or reliance on any third-party sites or their content.

Your Account and Payment

By using our websites, you represent that you are at least the age of majority in your province or place of residence. If you create and use a customer account on our websites, you are responsible for the following: (1) maintaining the confidentiality of your account and password; (2) all activities that occur under your account or password; and (3) keeping your information true, accurate, current, and complete. If you know or suspect that the confidentiality of your account and password have been compromised, you should immediately notify us at the contact information listed below. Medexus reserves the right to refuse service, terminate accounts, terminate use of our websites, remove or edit content, and cancel orders at our sole discretion and without notice.

Medexus uses Shopify to process payments on our websites. You agree to pay all fees or charges to your account on our websites in accordance with the fees, charges, and billing terms in effect at the time a fee or charge us due and payable. You acknowledge and agree that for each order you place through our websites, the full cost of products you order (for which prices are subject to change without notice) assessed against your credit card or other billing information. Without limiting the generality of the foregoing, you acknowledge and agree that you will pay assessed charges for any and all orders placed from your customer account, regardless of whether you actually receive those products. Medexus will provide you with reasonable notice of any material modification in the fees charged for the products or services, which notice may be provided by posting the new fee schedule on the relevant website.

Indemnification

You agree to defend, indemnify, and hold harmless Medexus, its subsidiaries and affiliates, and each of their respective officers, directors, employees, professional advisors, and agents (collectively, “Medexus Parties”) from and against any and all claims, actions, demands, losses, liabilities, damages, costs, and expenses, including without limitation, reasonable legal and accounting fees and expenses, alleging or resulting from your access to and use of our websites and/or their Content, your breach of these Terms and Conditions, your infringement of any rights belonging to Medexus or any third parties, and violation of any other applicable law.

Disclaimer of Warranties and Limitation of Liability

Please carefully read the following important paragraphs regarding Medexus’s comprehensive disclaimer and limitation of liability which are emphasized in italics for your ease of review.

You expressly understand and agree that your use of our websites is undertaken at your sole risk. You agree that our websites and Content are provided on an "as is" and “as available” basis, and is for your personal and non-commercial use only, without any representations or warranties of any kind or nature whatsoever.

Except as otherwise expressly provided in these Terms and Conditions, the Medexus Parties, to the fullest extent permitted by law, expressly disclaim all express or implied conditions, representations, and warranties, of any kind or nature, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and make no warranties regarding the accuracy, reliability, completeness, or timeliness of any Content or any third-party information. All products and services purchased on or through our websites are subject only to any applicable warranties of their respective manufacturers, distributors, and/or suppliers, if any. To the fullest extent permissible by applicable law, the Medexus Parties disclaim all warranties of any kind, either express or implied, including any implied warranties with respect to the products and services listed or purchased on or through our websites. Without limiting the generality of the foregoing, the Medexus Parties expressly disclaim all liability for product defect or failure, claims that are due to normal wear, product misuse, abuse, product modification, improper product selection, and noncompliance with any printed directions.

In addition, the Medexus Parties make no warranty that (1) our websites or Content will meet your requirements or expectations, (2) our websites or Content will be uninterrupted, timely, secure, or error-free, (3) the results that may be obtained from the use of our websites will be accurate or reliable, (4) the quality of any products, services, information, or other material obtained by you through our websites will meet your expectations, and (5) any errors in our websites or Content will be corrected promptly or at all.

The Medexus Parties are not responsible for errors or delays in transmission over the internet and do not warrant that our websites will operate error-free or uninterrupted or that our websites or any Content is free of computer viruses and other harmful elements. Any material downloaded or otherwise obtained through the use of our websites is undertaken at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from any Medexus Party or on or through our websites will create any warranty not expressly stated in these Terms and Conditions.

You understand that, to the extent permitted under applicable law, in no event will any Medexus Party (including any of their licensors) be liable for damages of any kind arising out of or related to the use of, or the inability to make use of, our websites or any Content (including without limitation in any connection with the transmission or downloading of any Content from our websites or submissions to our websites, or any lost files, data or information supplied by you) or the use of, or your reliance on, any Content or other information contained on our websites, whether or not any Medexus Party is advised of the possibility of such damages or ought to have reasonably known of the potential for such damages. The Medexus Parties will not under any circumstances be liable for any damages of any kind arising out of, in connection with or relating to the use of or inability to use our websites, including any liability (1) as a publisher of information, (2) as a reseller of any products or services, (3) for any defective products, (4) for any incorrect or inaccurate information, (5) for any unauthorized access to or disclosure of your transmissions or data, (6) for statements or conduct of any third party on our websites, or (7) for any other matter relating to our websites or any third-party website.

The foregoing is a comprehensive disclaimer and limitation of liability that applies to all damages of any kind, including any direct, indirect, special, exemplary, incidental, punitive, or consequential damages, harm, injury, cost, expense, or losses of any kind or nature whatsoever (including for loss of business, loss of revenues or profits, loss of goodwill, loss of use, loss of data, any other intangible losses, cost of procuring substitute products, services, or information, litigation, or otherwise), in each case whether based on breach of contract, breach of warranty, tort (including negligence), equity, strict liability, infringement of intellectual property rights (including patent, trademark, copyright, or other), product liability, or any other legal theory, even if an individual advises of the possibility of such damages. The limitations of liability set forth in these Terms and Conditions constitute a fundamental element of the consideration between Medexus and you. The products, services, and information offered on and through our websites would not be provided without these limitations of liability. Notwithstanding the foregoing, the sole and entire maximum liability of Medexus for any reason, and your sole and exclusive remedy for any cause or claim whatsoever, shall be limited to the amount paid by you for any product, information, or service purchased by you from Medexus on our websites.

Some jurisdictions do not allow the disclaimer of certain warranties (including implied warranties) or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you. In those jurisdictions only, and only to the extent prohibited by applicable law, the above disclaimers, limitations, and exclusions will be deemed to be limited or amended to the minimum extent permitted under any such jurisdiction’s applicable law in order to reflect the intent of the parties indicated by the above disclaimers, limitations, and exclusions. For clarity, to the extent that Medexus may not, as a matter of applicable law, disclaim any such warranty or limit its liability, the scope and duration of any such warranty and the extent of Medexus’s liability will be deemed to be the minimum permitted under any such applicable law.

Governing Law

These websites are controlled by Medexus, which is a business incorporated under the federal laws of Canada with principal offices in the Province of Ontario. You agree that all matters relating to access and use of our websites and Content, and all of the communications, transmissions, and transactions associated with our websites, will be deemed to have occurred in the Province of Ontario, and will, together with these Terms and Conditions, be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in that province, in each case without giving effect to any principles of conflicts of law. You and Medexus hereby consent and irrevocably submit and attorn to the exclusive personal and subject matter jurisdiction and venue of the courts of the Province of Ontario with respect to such matters, and for the resolution of any dispute based upon or relating to these Terms and Conditions.

Your use of our websites from any location is subject to your compliance with any laws and regulations that may be applicable to you. You agree that your use of our websites is and will be undertaken in full compliance with the laws of the jurisdiction(s) to which you are subject, and that you are not prohibited from using our websites due to any restriction whatsoever.

General Provisions

These Terms and Conditions, together with Medexus’s Privacy and Cookies Policy and any other guidelines and policies incorporated by reference herein, constitute the entire agreement between you and Medexus regarding your use of our websites and Content (“Agreement”). If any part of this Agreement is deemed indefinite, invalid, illegal, void, or otherwise unenforceable by a court of competent jurisdiction, that part shall be deemed severable to the minimum extent necessary and shall be amended to the minimum extent required in order to avoid such indefiniteness, invalidity, illegality, voidness, or other unenforceability under applicable law; and all other parts of this Agreement will continue in full force and effect.

This Agreement supersedes any and all prior or contemporaneous agreements, representations, warranties, and understandings, written or oral, with respect to the subject matter of this Agreement. No representations, statements, or inducements, written or oral, not contained in this Agreement shall bind either you or Medexus. No failure by Medexus to enforce any part of this Agreement shall constitute a waiver of any of Medexus’s rights under this Agreement. Only a specific, written waiver executed by Medexus’s authorized representative shall have any legal effect whatsoever. Medexus may assign this Agreement to any other person in Medexus’s discretion. You may not assign, transfer, or delegate your rights or obligations hereunder, in whole or in part.

You agree that this Agreement is an electronic document and will be: (1) deemed for all purposes to be a "writing" or "in writing," and to comply with all statutory, contractual, and other legal requirements for a writing; and (2) legally enforceable as a signed writing as against the parties subject to the electronic documents. A printed version of this Agreement and any notice given in electronic form shall be admissible in judicial proceedings 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.

You agree that all agreements, notices, messages, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Medexus will send notices and other communications to you by email, using the address you have provided to us. You agree to send Medexus notices and other communications pertaining to your use of our websites and this Agreement at our email address listed below. You agree that the delivery of our communications is effective when sent by Medexus, regardless of whether or when you read our communication or receive it.

Contact Us

If you have any questions or comments about these Terms and Conditions, please contact us at the address below

Medexus Pharmaceuticals Inc.
35 Nixon Road, Unit 1
Bolton, Ontario L7E 1K1
Attn: Privacy Policy Administrator
Corporate.Notices@Medexus.com