Terms and Conditions

HEALTHY HYDROPONICS

OVERVIEW of TERMS AND CONDITIONS

LAST UPDATED on January 14, 2022

THESE TERMS AND CONDITIONS (the “Terms”) represent a legal agreement between you, a User, and Healthy Hydroponics InnoTech Inc. (“HHIT”), that explains your rights and obligations around your Use of the HHIT website at www.healthyhydroponics.ca (the “Site”), the WebPortal at clients.metagenom.com (“WebPortal”), the Services, all Content, and any new features or tools that may be added to them.

Capitalized terms not defined in text in this Overview are defined in Section 3 of the Detailed Terms.

PLEASE READ THESE TERMS CAREFULLY.

IF YOU DO NOT ACCEPT ALL THESE TERMS AS PROVIDED, DO NOT ACCESS OR USE THIS SITE AND DO NOT OPEN AN ACCOUNT TO USE THE SERVICES.

Capitalized terms used in this Overview are defined in the Detailed Terms.

BY BROWSING THE SITE OR BY CLICKING “I ACCEPT” WHEN YOU OPEN AN ACCOUNT TO USE THE WEBPORTAL AND RECEIVE SERVICES, YOU ACCEPT THESE TERMS, CONSENT TO THE TRANSMISSION OF CERTAIN INFORMATION DURING ACCOUNT ACTIVATION AND YOUR USE OF THE SITE, WEBPORTAL, AND THE SERVICES ACCORDING TO OUR PRIVACY NOTICE, AND YOU

1. REPRESENT AND WARRANT THAT YOU ARE OF SOUND MIND AND ARE OTHERWISE LEGALLY ABLE TO ENTER INTO THESE TERMS;
2. IF SEEKING TO RECEIVE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE A GROWER OR A DULY AUTHORIZED REPRESENTATIVE OF A GROWER;
3. AGREE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND THAT YOU WILL BE LEGALLY BOUND BY THESE TERMS AND ANY OTHER AGREEMENTS THAT THESE TERMS REFERENCE, SUCH AS OUR PRIVACY NOTICE WHEN YOU USE THE SITE, WEBPORTAL, OR USE THE SERVICES;
4. ACKNOWLEDGE AND AGREE TO USE RESTRICTIONS (Sections 4d and 14); DISCLAIMERS (Section 18), LIMITATION OF LIABILITY (Section 19); AND INDEMNIFICATION (Section 20).
5. ACKNOWLEDGE THAT DISPUTES RELATED TO THESE TERMS WILL BE SETTLED BY BINDING ARBITRATION IN ONTARIO, CANADA IF BROUGHT WITHIN A SET TIME (Section 22);
6. THE SERVICES AND THE REPORT ARE PROVIDED “AS IS” FOR RESEARCH, INFORMATION, AND EDUCATIONAL PURPOSES ONLY AND ARE NOT, AND ARE NOT INTENDED TO CONSTITUTE ADVICE OF ANY KIND; AND
7. ACKNOWLEDGE THAT IF YOU RELY ON ANY CONTENT ON THE SITE, WEBPORTAL, OR THE SERVICES, YOU DO SO AT YOUR OWN RISK, BUT NOTHING IN THESE TERMS IS INTENDED TO LIMIT YOUR STATUTORY RIGHTS.

We may make some changes to or update these Terms from time to time without notice. It is your responsibility to check the Change Log on the last page of the Terms from time to time. If we make significant changes to these Terms, we will notify you of those changes and the date on which they will come into effect by posting an alert on the Site, and we may also send you the notice by email.

YOU ARE BOUND BY THE TERMS IN EFFECT ON THE DATE OF YOUR VISIT TO THE SITE OR REQUEST FOR SERVICES.

The currency date of these Terms is posted at the top of this page and the first page of the Detailed Terms.

If you have questions about the Site or the Services, please contact us at [email protected].

DETAILED TERMS OF SERVICE

1. Introduction

THESE TERMS AND CONDITIONS (the “Terms”) represent a legal agreement between you, a User, and Healthy Hydroponics InnoTech Inc. (“HHIT”), that explains your rights and obligations around your Use of the HHIT website at www.healthyhydroponics.ca (the “Site”) the WebPortal at clients.metagenom.com (“WebPortal”), the Services, all Content, and any new features or tools that may be added to them.

PLEASE READ THESE TERMS CAREFULLY.

IF YOU DO NOT ACCEPT ALL THESE TERMS AS PROVIDED, DO NOT ACCESS OR USE THE SITE AND DO NOT OPEN AN ACCOUNT TO USE THE SERVICES.

BY BROWSING THE SITE OR BY CLICKING “I ACCEPT” WHEN YOU OPEN AN ACCOUNT TO ACCESS THE WEBPORTAL AND RECEIVE THE SERVICES, YOU ARE BOUND BY THE TERMS IN EFFECT ON THE DAY YOU USE THE WEBSITE, WEBPORTAL, OR PURCHASE SERVICES.

2. Additional Terms

These Terms may be supplemented by additional terms related to specific Content or Service options we may make available (“Additional Terms“). REFERENCE TO THESE TERMS SHALL INCLUDE THESE TERMS AND ANY ADDITIONAL TERMS. We will notify you of any Additional Terms and prompt you to review and accept them before you engage with the specific Content or Services to which they may apply. If there are inconsistencies between these Terms and the Additional Terms, the Additional Terms will govern.

3. Definitions

Capitalized terms not otherwise defined in these Terms shall have the following meaning:

“Account” means an account created by a User to access the WebPortal.

“Account Record” means the Personal Information (if applicable and as defined in the Privacy Notice), any and User Information collected from or submitted by a Grower in the process of requesting and receiving the Services, the Results, and all other information in an Account;

“Affiliates” means the legal entities that (directly or indirectly) control, are controlled by, or are under common control with the named party, but only for as long as that control exists during the Term. For purposes of this definition, “control” means (a) having, direct or indirect, or the power to direct the management or policies of an entity or (b) having beneficial ownership of at least 50% of the voting securities or other ownership interest or other comparable equity interests of an entity;

“Agents” means Affiliates and service providers engaged by HHIT to provide the Services;

“Content” means text, data, statistics, images, graphics, documents, forms, guidelines, video, audio or other multimedia content, software, or other information or material we provide on the Site and includes your Account Record;

“Feedback” means all comments and suggestions for improvement that you may provide to us by any means;

“Intellectual Property” means any property, tangible or intangible, that may be subject to Intellectual Property Rights, including proprietary ideas, formulae, algorithms, concepts, techniques, processes, procedures, protocols, instructions, methodologies, plans, systems, research, information, documentation, data, data compilations, specifications, requirements, designs, diagrams, programs, inventions, technologies, samples, compounds, organisms, antibodies, biologics, sequences, formulae, algorithms, software (including its source materials and codes), tools, product knowledge, know-how, trade secrets, unpublished patent applications, and other materials or things, trademarks, trade names, and domain names;

“Intellectual Property Rights” means any legal protection now recognized by law or that in the future may be recognized by law anywhere in the world – whether by statute, at common law, or otherwise – relating to the Intellectual Property including patents, copyright and moral rights, trademarks, service marks, domain names, design patents, industrial designs, plant breeders’ rights design rights, and database rights, semiconductor chip or mask work, trade secrets, confidential information, or any other statutory provision or common law principle applicable to these Terms that may provide a right in either the Intellectual Property or the expression or use of the Intellectual Property, whether registered, registrable, unregistered, or unregistrable, and including without limitation all applications therefor or rights to apply for such rights and all similar or equivalent rights or forms of protection which subsist now or will subsist in the future in any part of the world. The Intellectual Property Rights shall include any substitutions, divisions, continuations, continuations-in-part, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates or the like, or provisional applications of any patents and patent applications, or foreign equivalents thereof.

“Metadata” means data that is related to a Sample but not derived from it, such as sample location, sampling time, and other related or potentially related data points.

“Grower” means the individual or entity listed on the Pathogen Detection Sample Submission Form who is submitting Samples and seeks to receive Services;

“Pathogen Detection Sample Submission Form” means the Healthy Hydroponics form completed by a Grower to receive the Services;

“Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint-stock company, trust, incorporated association, joint venture or similar entity or organization, including a government or department or agency of a government;

“Processed Data” means digital files that include assemblies of Raw Data into larger sequences, annotations, statistical analysis, data visualizations, lists and trees of classified organisms, presence/absence of pathogens and indicator species.

“Raw Data” means digital files containing the raw content of Sample DNA sequence reads, including base calls and quality data, genetic material/genotype, unprocessed genetic composition of the microbiome, or genome information.

“Report” means a formal confidential report prepared by HHIT that interprets the Service Results in the context of the User Information and may include recommendations to the Grower.

“Representatives” means employees, officers, directors, consultants, contractors, trainees, advisors, and agents.

“Service Results” means Raw Data, Processed Data and Metadata, generated by HHIT in the performance of the Service.

“Samples” means crop samples, including water, nutrient solution, leachate, plant materials, and plant growth substrate, as outlined on the Pathogen Detection Sample Submission Form, that a Grower submits to us to receive the Services;

“Use” or “Using” means to access, read, review, print, communicate, share, upload, or download;

“User” means a Person who Uses the Site, opens an Account, or receives Services.

“User Information” means any text, data, images, graphics, documents, video, audio or other multimedia content that you submit to or upload onto the Site or the WebApp to facilitate our provision of the Services and includes:

“Sample Information” – information about Samples you submit to us, including name, type, crop origin, volume, environmental metadata, e.g. pH, temperature and

“Farm Information” – information about your farm, including the type of hydroponic systems, fertilizers and biocontrols used, pathogens encountered, crop type, farm size.

“we,” “us,” or “our” means Healthy Hydroponics InnoTech Inc., our Agents, and our respective officers, directors, employees, contractors, and consultants.

“you” or “your” means a Person or Grower who Uses the Site, opens an Account, uses the Services or the Content.

4. Our Services

1. 1. General
    
    We offer sampling and genetic sequencing analysis of Samples and a free Account to access our Healthy Hydroponics WebPortal (the “Services”).
    
    You understand and agree that by providing Samples and receiving the Services, you will receive a contextualized Report, but you do not acquire any rights in the Service Results or in any research or commercial products that we may develop based on aggregated Service Results. You explicitly acknowledge and understand that you will not receive any compensation for any research or commercial products that include or result from any anonymized Service Results or User Information.
  2. Sample Submission and Use
    
    You represent that you are a Grower or a duly authorized representative of a Grower and have the full legal authority to submit the Samples.
    If you are a Grower submitting Samples from outside of Canada, you are fully responsible for ensuring that the country from which you intend to send Samples is not subject to any export bans or restrictions and that Canada does not ban or restrict imports from your country.
    
    We acknowledge that the Samples may have unknown biological and chemical properties and should be handled with caution. We will store, use, handle, and dispose of all Samples under applicable laws and government guidelines and regulations for handling biological or chemical material and any additional instructions you provide.
    
    We will use the Samples solely to provide the Services. Any DNA extracted from Samples but not used to provide the Service may be archived or disposed of at our discretion. Unless otherwise specified in writing, no right, title, or license in or to the Samples or any Intellectual Property Rights therein are granted to the Grower or implied by these Terms.
  3. Changes to Submitted Samples
    
    If a Grower seeks to reduce, eliminate, or increase the Services and we have not commenced work on the Service impacted by the changes, then we will update the Pathogen Detection Sample Submission Form accordingly.
    
    If we commenced performance of or made reasonable non-cancellable commitments in connection with and furtherance of Services, or completed work related to an accepted Pathogen Detection Sample Submission Form before a Grower notifies us of its intent to reduce or eliminate some elements of the Service, then the Grower shall remain responsible for the full fee for that order.
  4. License to Use Samples
    - Permitted Use.
    Grower hereby grants to HHIT, and we accept a limited, revocable, non-exclusive, non-transferable, royalty-free right and license to use the Samples and Grower’s User Information solely to perform the Service and for no other purpose whatsoever.
    
    You acknowledge and agree that we may use the Service Results to improve the quality of our Service and may use, share, and publish anonymized and de-identified Service Results.
    - Non-Use.
    We acknowledge and agree that the Samples and your User Information will be used at our or our Agents’ premises. Except as explicitly permitted in these Terms, we will not be shared or transferred to a third party or exploited for our benefit.
  5. Termination of Services
    - By Grower
    A Grower may terminate the Services without penalty if the Grower submits written notice of termination to us and we receive such notice before we initiate any work or place any non-cancellable orders related to the Services. A cancellation fee will apply if we initiated work on but have not completed the Services. The cancellation fee shall be assessed on a case-by-case basis depending on the stage of Sample processing. If we completed the Services and generated the Results before receiving the notice of cancellation, then the entire amount owing for the Services will be due and payable to us.
    - By HHIT:
    We may elect to terminate the Services at any time: (i) if despite using reasonable efforts, we determine that we are unable to provide the Service and to generate the Results due to Sample instability, degradation resulting in insufficient DNA extracted, contamination and incompatibility, toxicity, or other similar events outside our technical control; (ii) for insufficient Sample quantity to complete the Service, provided that we will have requested additional Samples quantities from the Grower, but the Grower failed to comply with the request within the time indicated; (iii) out of concern, in our sole but reasonable discretion, for biosecurity or biosafety reasons, or export restrictions; or (iv) if the Grower breaches any provisions of these Terms and fails to remedy the breach within 7 days of receiving notice thereof from us.

5. Scope of Services

THE SERVICES AND THE REPORT ARE PROVIDED “AS IS” FOR RESEARCH, INFORMATION, AND EDUCATIONAL PURPOSES ONLY AND ARE NOT AND ARE NOT INTENDED TO CONSTITUTE ADVICE OF ANY KIND.

THE METHODS, TECHNIQUES, AND PROTOCOLS USED TO PROVIDE THE SERVICES ARE BASED ON PRINCIPLES GENERALLY KNOWN AND USED BY THE MICROBIOME RESEARCH COMMUNITY BUT REMAIN EXPERIMENTAL AND HAVE NOT BEEN EXPRESSLY USED, APPROVED, CLEARED, AUTHORIZED, OR CONTRAINDICATED BY ANY GOVERNMENTAL AGENCY FOR HYDROPONIC SYSTEMS. THE GROWER MUST ONLY USE THE RESULTS FOLLOWING APPLICABLE LAWS, RULES, REGULATIONS AND GOVERNMENTAL POLICIES APPLICABLE IN THE JURISDICTION IN WHICH THE GROWER OPERATES.

HHIT IS NOT RESPONSIBLE FOR ANY DECISIONS YOU MAKE OR FAIL TO MAKE ABOUT CROP HEALTH BASED ON THE RESULTS OF OUR SERVICES. THE ENTIRE RISK AS TO THE USE OF THE SERVICES AND RELIANCE ON THE REPORT RESTS WITH THE GROWER AND ANY RECOMMENDATIONS OF PROFESSIONAL ADVICE AND RECOMMENDATION OF QUALIFIED PLANT PATHOLOGISTS AND CROP ADVISORS.

6. Changes to Site and Services

We reserve the right, at any time and for any reason, to (1) modify, suspend, or terminate the Site, WebPortal, and the Services without notice to you and without liability to you or any third-party; (2) refuse to offer Services to any Person, or in any jurisdiction; and (3) to report verbal or written abuse of any kind (including threats of abuse or retribution) you make toward another User, our directors, officers, employees, contractors, or our third-party service providers to the authorities.

7. Accuracy of Content

We, and any other Person involved in the management of the Site, WebPortal or provision of the Services, may make changes to the Content at any time and without notice. While we make commercially reasonable efforts to ensure that the Content is accurate, current, and error-free, occasionally, some Content on our Site or WebPortal may be inaccurate, incomplete, or contain typographical or other errors (together “Errors”). We reserve the right, but we do not have an obligation to correct Errors or change the Content, except as law requires. You should not take any updates to these Terms to indicate that such Errors have been corrected.

8. Privacy Notice

Your Use of the Site, WebPortal, and our Services and our collection, Use, and disclosure of your Personal Information (if you are an individual Grower) and Account Record is governed by our Privacy Notice. Our Privacy Notice is hereby included by reference in these Terms. If there are inconsistencies between these Terms and the Privacy Notice, then these Terms will control.

9. Accessibility

We seek to make the Site and the WebPortal accessible to all. If you have any problems Using the Site, WebPortal, or accessing the Content, please contact us at [email protected].

10. Location

We operate the Site, the WebPortal, and offer Services from Ontario, Canada. OUR SERVICES ARE ONLY MADE AVAILABLE WHERE THEY CAN BE LEGALLY OFFERED, AND WE DO NOT REPRESENT OR WARRANT THAT EITHER THE SERVICES OR ANY CONTENT ARE LEGAL FOR USE IN ANY OTHER LOCATIONS.

IF YOU USE THE SITE, WEBPORTAL OR ACCESS THE SERVICES FROM ANOTHER LOCATION, YOU MUST COMPLY WITH ALL PROVINCIAL, STATE, OR FEDERAL LAWS APPLICABLE IN THE LOCATION FROM WHICH YOU ACCESS THEM.

11. CASL and Consent to Receive Email

We comply with Canada’s Anti-Spam Legislation (“CASL”). We will ask for your explicit consent before we send you any marketing or promotional emails, newsletters, invitations to participate in surveys, or other reasons not central to the provision of Services. You may provide your consent for such email communications when you open your Account, and you may withdraw your consent by using the “Unsubscribe” link available in any of our emails to you or by contacting us at [email protected].

You acknowledge and agree that by opening an Account or Using the WebPortal and the Services in any way, we may contact you by email without your explicit consent for any purpose directly related to our legal rights, our obligations, and our ability to provide our Services to you such as: (i) providing you with information you requested from us or information we must send to you; (ii) operational communications about your Account or your subscription to our Services; (iii) changes to our Site, WebPortal, or to the Privacy Notice, these Terms or our Cookie Policy; (iv) any questions, reminders, notifications related to your Account or your use of your Account or addressing customer service issues and troubleshooting problems with your Account; (v) to notify and alert you about data breaches, and other fraud or security-related activities; and (vi) legal disclosures, communications about and arising from any manner of legal action; and any other reason notifications and alerts may be required by law.

12. Intellectual Property Rights and Licenses

1. Ownership of Site, WebPortal, the Content, the Services, the Service Results
  You hereby acknowledge and agree that HHIT or its licensors own the entire right, title, and interest in and to Site, WebPortal, the Content, the Services, the Service Results, and the Intellectual Property Rights in each of them. All trademarks, service marks, logos, trade names and any other proprietary designations of HHIT used in/on/with any Content on the Site, WebPortal, the Content are common law or registered trademarks of HHIT or used under license by HHIT. Nothing in these Terms grants you any rights, title, or interest in any of the preceding, other than as explicitly provided in these Terms.
2. Ownership of Samples and Genetic Material.
  HHIT hereby acknowledges and agrees that the Grower maintains all right, title and interest in and to the Samples, the extracted genetic material from the Samples, and the User Information and the Intellectual Property Rights in each of them. The Grower hereby irrevocably assigns its right, title and interest in the genetic material HHIT extracted from the Samples to HHIT.
  Other than as explicitly provided in these Terms, nothing in this Agreement gives us any rights, title, or interest in any of the preceding, other than as expressly provided in these Terms.
3. Ownership of Report.
  HHIT acknowledges and agrees that the Grower owns the Report, and HHIT hereby assigns all its right, title, and interest and all Intellectual Property Rights therein to the Grower.
4. Ownership of Service Results.
  The Grower acknowledges and agrees that HHIT holds all right, title and interest in and to the Service Results and all Intellectual Property Rights therein.
5. Ownership of Microorganisms.
  HHIT own all right, title and interest in and to any microorganisms it isolates from a Sample biomass, all research and development performed on and derived from such microorganisms, and all Intellectual Property Rights in the preceding.
  You acknowledge that we may seek immediate injunctive relief, in addition to any other remedies available to us, if you violate this section of the Terms.
6. Licenses
  Subject to these Terms, HHIT hereby grants you, and you accept, a non-exclusive, non-transferable, revocable, non-sublicensable, and limited right license to Use the Site, WebPortal, and Account together with their underlying software and software code and non-commercial access to your Account solely to receive the Services (the “License”). This License does not transfer the right, title, and interest of HHIT or its licensors in and to the WebPortal from HHIT, or its licensors, to you.

13. Software Updates and Upgrades

The WebPortal may periodically check for software updates or upgrades and push them to your device for installation. By accepting these Terms, you agree to receive these types of automatic updates and upgrades without any additional notice. All updates and upgrades we may provide are subject to these Terms, including any Additional Terms.

14. Access and Restrictions on Use

1. Permitted Use
  You may access and Use the Site, WebPortal, and Account only for the provision of Services, under these Terms, all applicable laws and regulations in the location from which you are Using them.
2. Prohibited Uses
  You acknowledge and agree that your Use of the Site, WebPortal, and Account is limited to the License, as described in Section 12(f). If you engage in any of the following activities when Using the Site, WebApp, or Account, we have the right to terminate your Account and cease providing Services to you. Therefore, you agree that you:
  1. Will not adjust, circumvent, or remove or try to adjust, circumvent, or remove any Intellectual Property Rights notices on the Site, WebPortal, Account, or the Content on any of them in whatever medium and as it initially appeared on any of them, including copyright notices and any digital rights or other security technology;
  2. Will not Use the Site, WebPortal, or the Account or the Services for any purpose and in any manner that is, explicitly or implicitly, prohibited by these Terms, that is inconsistent with our Privacy Notice; will not post, display, distribute, upload, or expose Content that contravenes our Privacy Notice or violates the privacy, Intellectual Property Rights, or contractual rights of any Person, or that facilitate or promote activities that violate, or are otherwise prohibited by applicable law in the location from which you Use them;
  3. Will not defame or disparage anyone associated with us, or make any obscene, derogatory or offensive comments about us, the Site, the WebPortal or any other User, so as to bring us or any third party into disrepute or to cause us to be liable to any third party; will not Use the Site, WebApp, or the Account to promote or condone hate or violence on any grounds;
  4. Will not, and will not attempt to, decompile, copy, disassemble, modify, adapt, reverse engineer, or otherwise attempt to derive the source code for the Site or the WebPortal (except to the extent you may be expressly permitted to decompile under applicable law); distribute, encumber, sell, rent, lease, sublicense, transmit, perform, or publish, deep-link, create derivative works from or exploit the underlying software or source code of the Site or the WebPortal for your benefit or the benefit of any third party;
  5. Will not use any methods or tools to access, scrape, crawl or spider any pages of the Site or the WebApp, or to systematically collect, store, transmit, distribute, or retrieve data or other content from our Site or WebPortal, to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, in any way; will not transfer the Content or any part of it without our express written consent, which is not granted in these Terms or any Additional Terms.
  6. Will, not damage, abuse, disable, overburden, impair, or interfere with the security or the functioning of the Site, the WebPortal, or the Account such as by distributing viruses or malware of any kind or other similar harmful software code; or transmitting unsolicited commercial electronic messages;
  7. Will not sell access to, reproduce, modify or attempt to modify the Site, WebPortal, Account, or Content in any way, or reproduce, display, perform, distribute, or Use any of them in public or for any public or commercial activities; and will not copy any HTML or other programs that are available on the Site or the WebPortal.
  8. Will not use the Site, the WebPortal or their software and underlying code as server software, for commercial hosting, make the software available for simultaneous use by multiple users over a network, install the software on a server and allow users to access it remotely, or install the software on a device for use only by remote users, or in whole or in part, whether modified or unmodified, incorporate the Site or the WebPortal software and source code into other programs;
  9. Will not impersonate another Person or User, or otherwise misrepresent yourself or your affiliation with any Person; forge any TCP/IP packet header or any part of the header information in any email, or in any way Use the Site, WebPortal, Feedback, or User Information to send altered, deceptive, false source-identifying information; or attempt to obtain unauthorized access to the Site or the WebPortal or portions of either of them that are restricted from general access; open an Account using an e-mail address that you do not own; or submit any incomplete, false or inaccurate information, including without limitation incomplete, false or inaccurate biographical information when you open an Account or at any other time;
  10. Will not Use, display, mirror, or frame the Site, WebPortal or the Content, or any part of them, Use our name or any of our trademarks, logos or other proprietary information, or the layout and design of any page or forms of the Site or WebPortal without our express written consent;
  11. Will, not access, tamper with, or Use non-public areas of the Site or WebPortal; attempt to probe, scan, or test the vulnerability of any of our systems or networks, or to breach or attempt to breach any security or authentication measures; avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure we use to protect the Site and the WebPortal;
  12. Will not represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so with you in writing; and
  13. are solely responsible for all costs and expenses we may incur concerning your engagement in any of the above activities.

15. Submitting User Information to Us

1. User Information
  We may, in our sole discretion, permit you to post, upload, publish, submit or transmit (“Make Available”) User Information on the Site, your Account, and WebPortal, and you acknowledge and agree that you are solely responsible for all such User Information which you elect to Make Available. Accordingly, you represent and warrant that (i) you either are the sole and exclusive owner of that User Information or that you have all the licenses, consents, and releases necessary to Make Available the User Information; and (ii) that the User Information, your use of it, or your Making it Available, does not infringe a third party’s Intellectual Property Rights or any rights of publicity or privacy, or result in the violation of any applicable law or regulation.
  Only User Information uploaded into your Account on the WebPortal is confidential. Your Making Available any User Information outside of your Account is not confidential information, and we will not be liable for any Use and disclosure of such User Information. If you post or upload any User Information to the Site or the WebApp outside your Account, you acknowledge and agree that subject to our Privacy Notice; we may Use such information as we see fit, including to reproduce, transmit, publish, and post it, on any medium anywhere in the world for free.
  
  YOU HEREBY GRANT TO HHIT A WORLDWIDE, IRREVOCABLE, PERPETUAL, NON-EXCLUSIVE, TRANSFERABLE, ROYALTY-FREE LICENSE, WITH THE RIGHT TO SUBLICENSE, TO USE, COPY, ADAPT, MODIFY, DISTRIBUTE, LICENSE, PUBLICLY DISPLAY, PUBLICLY PERFORM, TRANSMIT, STREAM, BROADCAST, AND OTHERWISE EXPLOIT ANY USER INFORMATION MADE AVAILABLE ON THE SITE OR THE WEBPORTAL, OTHER THAN IN THE ACCOUNT, AND YOU HEREBY WAIVE YOUR MORAL RIGHTS (AS DEFINED IN THE COPYRIGHT ACT, CANADA OR OTHER SIMILAR LEGISLATION IN OTHER COUNTRIES) IN THE USER INFORMATION.
2. Feedback
  We welcome and encourage your Feedback. YOU ACKNOWLEDGE AND AGREE THAT ALL FEEDBACK YOU GIVE US ABOUT THE SITE, WEBPORTAL, AND SERVICES IS THE SOLE AND EXCLUSIVE PROPERTY OF HHIT, AND YOU HEREBY IRREVOCABLY ASSIGN TO HHIT ALL YOUR RIGHT, TITLE, AND INTEREST IN AND TO THE FEEDBACK AND ALL INTELLECTUAL PROPERTY RIGHTS IN IT AND HEREBY WAIVE ANY MORAL RIGHTS YOU MAY HAVE IN THE FEEDBACK. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us to acquire, perfect, and maintain our Intellectual Property Rights and other legal protections for the Feedback.

16. Accounts

1. Eligibility and Registration
  A Grower or a duly authorized representative of a Grower can register for an Account to access the WebPortal. You represent and warrant that you will provide accurate, current, and complete information in your Account and update such information from time to time to keep it accurate, current and complete. We reserve the right to suspend or terminate your Account and access to Services if any information you provided during registration or any time after that proves to be inaccurate, fraudulent, outdated, or incomplete.
2. Identity Verification
  For our protection, we reserve the right but do not have an obligation to verify your identity through background checks and other identity verification services at our sole discretion.
3. Account Login Credentials
  Your Account login credentials will be created at registration. It is vital that you keep your login credential safe and not share them with anyone. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE RESPONSIBLE FOR SAFEGUARDING YOUR LOGIN CREDENTIALS AND ARE SOLELY RESPONSIBLE FOR ANY ACTIONS TAKEN UNDER YOUR ACCOUNT, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH ACTIONS. IF YOU SUSPECT THAT YOUR LOGIN CREDENTIALS MAY HAVE BEEN LOST, STOLEN, OR COMPROMISED, YOU MUST NOTIFY US IMMEDIATELY BY EMAIL AT [email protected].
4. Account Suspension, Deactivation, or Termination
  We may, at our discretion, with or without prior notice to you, and at any time, limit, suspend, deactivate or cancel your Account if we determine or suspect that you have engaged in a Prohibited Act or violated any other provisions of these Terms.
  You may cancel or suspend your Account at any time by sending us an email at [email protected]. Upon cancellation of an Account, your Account Record will be subject to our data retention and destruction policies outlined in our Privacy Notice.

17. Hyperlinks and third-party Site and the WebApp or Mobile Apps

The Site and the WebPortal may contain hyperlinks or references to third-party websites that we provide for your convenience only. Those hyperlinks do not constitute our endorsement of those sites, their operators, or any products or services that may be sold on those sites. We will indicate if we are associated with any third parties that we hyperlink on our Site or WebPortal.

When you click on a link to a third-party site, you will leave the Site or the WebPortal, and you will be subject to the terms and conditions of those sites. We have no control over any third-party websites, and we accept no responsibility for any content, material or information on them or for your use or reliance on any of them.

18. Disclaimer of Warranties

WE EXPRESSLY DISCLAIM ANY GUARANTEE OF THE EFFECTIVENESS OF ANY SPECIFIC COURSE OF ACTION, RESOURCES, TESTS, INOCULANTS, BIOCONTROL, ANY OTHER INFORMATION OR OPINIONS MENTIONED IN ANY CONTENT.

WE PROVIDE THE SITE, WEBPORTAL, ACCOUNTS, CONTENT, SERVICES, AND REPORT ‘AS IS’ AND ‘AS AVAILABLE’ FOR RESEARCH, INFORMATION, AND EDUCATIONAL PURPOSES ONLY AND ARE NOT, AND ARE NOT INTENDED TO CONSTITUTE, ADVICE OF ANY KIND.

WE ARE NOT RESPONSIBLE FOR ANY DECISIONS YOU MAKE OR FAIL TO MAKE ABOUT YOUR CROPS BASED ON THE REPORT. THE ENTIRE RISK AS TO THE USE OF THE SERVICES AND RELIANCE ON THE REPORT RESTS WITH THE GROWER AND ANY RECOMMENDATIONS A GROWER MAY RECEIVE FROM QUALIFIED PLANT PATHOLOGISTS AND CROP ADVISORS.

THE METHODS, TECHNIQUES, AND PROTOCOLS USED TO PROVIDE THE SERVICES ARE BASED ON PRINCIPLES GENERALLY KNOWN AND USED BY THE MICROBIOME RESEARCH COMMUNITY THEY ARE EXPERIMENTAL FOR USE HYDROPONIC SYSTEMS, AND WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE SITE, WEBAPP, ACCOUNT, SERVICES AND THE REPORT, INCLUDING, WITHOUT LIMITATION: ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUNCTION, AND NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OF A THIRD PARTY, ANY WARRANTY THAT THE SERVICES OR THE REPORT WILL MEET YOUR REQUIREMENTS, AND ALL WARRANTIES REGARDING RESULTS OBTAINED BY YOUR USE OF OR RELIANCE ON THE REPORT, FUNCTION OR BE AVAILABLE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, CURRENT, OR COMPLETE; OR ANY IMPLIED REPRESENTATIONS OR WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, OR THE COURSE OF USAGE OR TRADE, ANY WARRANTY ARISING FROM STATUTE OR OTHERWISE IN LAW.

19. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO, USE OF, AND RELIANCE ON THE SITE, WEBPORTAL, CONTENT, ACCOUNT, SERVICES, AND REPORT REMAINS WITH YOU.

IF YOU ARE DISSATISFIED WITH THE SITE, WEBPORTAL, THE SERVICES, THE REPORT, OR THESE TERMS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SITE, WEBPORTAL, AND THE SERVICES.

WE WILL NOT BE DEEMED TO BE IN VIOLATION OF THESE TERMS UNLESS YOU FIRST PROVIDE US WRITTEN NOTICE SPECIFYING THE NATURE OF THE DEFAULT, AND WE FAILED TO CURE THE DEFAULT WITHIN THIRTY (30) DAYS OF RECEIPT OF THE NOTICE OR, IF CURE WITHIN SUCH PERIOD IS NOT PRACTICABLE, TO BE DILIGENTLY PROCEEDING TO CURE THE DEFAULT.

EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY, LOST PROFITS, LOST SAVINGS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF PRODUCTIVITY, LOSS OF INFORMATION OR DATA, DAMAGE TO CROPS OR EQUIPMENT OR SIMILAR LOSSES ARISING, DIRECTLY OR INDIRECTLY FROM (1) YOUR RELIANCE ON THE REPORT, IMPLEMENTING OR FAILING TO IMPLEMENT RECOMMENDATIONS FROM THE REPORT, (2) YOUR USE OF, OR THE INABILITY TO USE YOUR ACCOUNT, THE SITE, THE WEBPORTAL, THE CONTENT, THE SERVICES, OR THE REPORT, FOR ANY REASON; (3) YOUR USE OR RELIANCE ON ANY CONTENT, INFORMATION, PRODUCTS, OR SERVICES ON ANY LINKED SITES, (4) ANY ERRORS OR OMISSIONS IN THE CONTENT, YOUR ACCOUNT, OR THE REPORT; (4) OUR OR YOUR TRANSMISSION OF CONFIDENTIAL INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, OR OTHER SENSITIVE INFORMATION THOUGH THE INTERNET, INCLUDING BY EMAIL, TO OR FROM THE SITE, THE WEBPORTAL, OR YOUR ACCOUNT; OR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, TREBLE, OR CONSEQUENTIAL DAMAGES RELATED IN ANY WAY TO THESE TERMS, SITE, WEBPORTAL, ACCOUNT, CONTENT, THE SERVICES, THE REPORT, OR YOUR RELIANCE ON ANY OF THEM, AND REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY SUCH DAMAGES CLAIM IS BASED. THIS EXCLUSION APPLIES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND EVEN IF ANY AVAILABLE REMEDY FAILS 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 THAT REGARD.

NO ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT MAY BE INSTITUTED AGAINST US OR OUR REPRESENTATIVES MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

IN NO EVENT WILL OUR TOTAL LIABILITY FOR BREACH OF ANY WARRANTY EXPRESSLY PROVIDED HEREUNDER EXCEED THE TOTAL AMOUNT OF PAID BY A GROWER UNDER FOR SERVICES.

20. Indemnification

You hereby agree to release, defend, indemnify, and hold us harmless from and against any and all liabilities, damages, claims, costs, threats, losses, fines, fees and expenses (including reasonable attorneys’ fees and costs), (individually a “Claim” and together “Claims”) made by a third-party arising directly or indirectly from: a) your Use or reliance on the Site, WebPortal, Content, Services, or Report (b) your breach, or the breach by any person for whom you are responsible at law, of these Terms, and any Additional Terms, or the Privacy Notice; (c) your User Information; (d) your violation of any rights of a third-party, (e) your use, reliance on, or engagement of any kind with any of our service providers and (f) your use or reliance upon any sites linked on the Site or the WebPortal, or your commercial or other relationship with the operators of those sites and any contract for products or services of those parties that you may have entered, (g) the acts or omissions and professional decisions of your Representatives; and (h) your negligent or willful misconduct, or the negligent or willful misconduct of any person for whom you are responsible at law. In addition, you agree to reimburse us for any costs, attorney’s fees and expenses we may incur to enforce the provisions of these Terms against you, whether by arbitration, prosecution of a lawsuit, or otherwise. You will not be required to indemnify us, to the extent allowed by law, where such Claims are caused by our gross negligence or willful misconduct.

21. Open Source Software

The Platform software licensed to you in Section 12(f) of these Terms may include “Open Source” software (computer software that is distributed under a licensing arrangement, which provides that the computer code can be shared, viewed, and modified by the public). The restrictions in Section 14(b) only apply to our Platform software when and to the extent that they do not conflict with any applicable Open Source software license(s) terms.

22. Dispute Resolution

You and we agree to settle any dispute, claim, or controversy arising directly or indirectly from the enforcement, interpretation, validity, breach, and termination of these Terms, any Additional Terms, or the Privacy Notice (collectively, “Disputes“) through good faith negotiations after the affected party provides to the other party written notice of dispute (“Notice of Dispute”).

If we cannot find a resolution within 21 business days from the Notice of Dispute, then the Dispute will be settled by binding arbitration, except that we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our Intellectual Property Rights.

YOU AND WE MUST FILE A NOTICE OF DISPUTE FOR ARBITRATION (EXCEPT INTELLECTUAL PROPERTY DISPUTES) WITHIN ONE YEAR FROM THE DATE WHEN THE MATTER AT ISSUE FIRST AROSE, OTHERWISE NEITHER OF US WILL BE ABLE TO INITIATE ARBITRATION OR SEEK LEGAL RECOURSE FOR THAT MATTER.

Any Dispute shall be finally resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada Inc. The arbitration shall be conducted in Ontario, in the English language, by a single arbitrator appointed under the Rules. 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. The arbitration will include a written confidential record of the arbitrator’s findings, which shall be final. An award of arbitration may be entered in a court of competent jurisdiction.

This section will survive any termination of your Account or your subscription to Services.

23. Changes to these terms

We may make some changes or updates to these Terms from time to time without notifying you. A log of such changes will appear in the Change Log on the last page of these Terms. The changes will come into effect on the day they are made or on a future date as indicated. It is your responsibility to check these Terms and the Change Log from time to time.

If we make significant changes to these Terms or replace them altogether, we will notify you by e-mail. WHEN YOU USE OR ACCESS THE SITE AND THE WEBAPP OR SUBMIT A REQUEST FOR SERVICES, YOU ARE BOUND TO THE TERMS IN EFFECT ON THE DATE OF YOUR VISIT OR REQUEST.

24. General

1. Relationship of The Parties. You and we are independent contractors under these Terms, and these Terms do not, and shall not be construed to, create a partnership or joint venture, agency relationship, or employment relationship between us. Neither we nor you have the right or authority to create any obligations on each other’s behalf.
2. Entire Agreement. These Terms, any applicable Additional Terms, the Privacy Notice and the Cookie Policy, the Pathogen Detection Sample Submission Form, and any other documents incorporated by reference in these Terms, contain the entire understanding and agreement between us and you about your Use of the Site, the WebPortal, Content, and your Use of the Services, and supersede any prior agreements between you and us, including, but not limited to, any previous versions of these Terms.
3. Force Majeure. Neither you nor we will be liable for delay in delivery or non-performance under these Terms in whole or in part (other than a failure to pay any amount due by you under these Terms), nor shall you have the right to terminate the Services where delivery or performance has been affected by causes beyond our reasonable control. Such causes may include, but are not limited to, natural disasters (including fire, floods, hurricanes, tornadoes, and tsunamis), acts of government (including requirements or regulations of any civilian or military authority, declared national, provincial, or local emergencies), acts of war, terrorism, cyberattack, insurrections, riots, civil commotion, strikes, lockouts or other labour disturbances, (each a “Force Majeure Event”). The party affected by a Force Majeure Event shall, as soon as possible but no later than ten (10) days of its occurrence, give notice to the other party stating the nature of the condition causing the delay, its anticipated duration and any action being taken to avoid or minimize its effect of such Force Majeure Event. The suspension of performance shall be of no greater scope and no longer duration than is reasonably required, and the nonperforming party shall use commercially reasonable efforts to remedy its inability to perform.
4. Severability. If any part of these Terms is found void and unenforceable by a court or arbitrator of competent jurisdiction, then that provision shall be severed from these Terms, then the rest of these Terms will remain valid and enforceable.
5. Cumulative Remedies. Other than as expressly stated in these Terms, and subject to the Dispute Resolution section, the remedies provided in these Terms are in addition to, and without prejudice to, any other remedies you or we may have at law or in equity.
6. Waiver. If we choose not to enforce any right that we have against you at any time, this does not prevent us from later exercising or enforcing that right.
7. Assignment. You may not assign, sub-license, or otherwise transfer any of your rights and obligations in these Terms to any other Person without our prior written consent, which we may give or withhold, at our sole discretion. We may assign these Terms without notice to you or permission from you.
8. Governing Law and Jurisdiction. These Terms shall be governed by and interpreted under the laws of the Province of Ontario and the laws of Canada applicable in Ontario, without regard to principles of conflicts of laws that may impose the laws of another jurisdiction. Subject to the Dispute Resolution provisions, you and we irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario regarding any dispute or claim that may arise from or in connection with these Terms.
9. Enurement. These Terms will be binding upon and inure to your and our benefit and to the benefit of your and our respective successors, permitted assigns and legal representatives.
10. Statutory Rights. These Terms shall not prejudice your statutory rights as a consumer.
11. Survival. Any provisions of these Terms that require or contemplate performance after termination and, by their nature, must survive the termination of your Account, or your Use of the Services will survive such termination.

If you have any questions regarding these Terms or if you wish to request any information from us, please contact us by email at [email protected].

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