BY ACCESSING OR USING ANY PART OF THE SITE OR SERVICES, YOU ACCEPT AND AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE SO BOUND, YOU MAY NOT ACCESS OR USE THE SITE OR ANY SERVICES.
If you have any questions about these Terms, please contact us using through the contact form (https://natureanalytics.ca/contact/) .
1.1 Eligibility. To use the Site you must be, and represent and warrant that you are, of legal age (18 years of age or older) and competent. By using the Site on behalf of any third-party, you are representing to us that you are an authorized representative of that third-party and that your use of the Site constitutes that third-party’s acceptance of these Terms. In addition, if you have been previously prohibited from accessing the Site or the Site of any of our affiliates, you are not permitted to access the Site.
1.2 License to Use the Site. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access the Site and use the Services for your personal, non-commercial use, or as we otherwise intend.
2.0 Account Registration and Use
2.1 Account Registration. If you create an account to use any support bundles, you must provide us, any third-party service provider or hosting company with complete and accurate information. You must promptly update such information to keep it complete and accurate. You are entirely responsible to provide accurate business and billing information. You are entirely responsible for maintaining the confidentiality of your password and account. You are entirely responsible for any and all activities that occur under your account. You may not use anyone else’s account at any time. You are required to ensure that all persons who access the Site or any third-party site through your account are aware of these Terms and the third-party’s terms and comply with them. You also agree to ensure that you logout from your account at the end of each session.
2.2 Security of Your Account. Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Site or any third-party site. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Site. We are not responsible for any data loss or data theft.
2.4 Account Termination. We reserve the right at any time and from time to time, to disable or terminate any account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms.
2.5 Prohibited Conduct. You are prohibited from attempting to circumvent and from violating the security of this Site, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Site owner’s ability to monitor the Site; (f) using any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Site via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (i) otherwise attempting to interfere with the proper working of the Site.
2.6 Unauthorized Use. You agree to notify Nature Analytics immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else misappropriating your data, using your password or account, either with or without your knowledge. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Nature Analytics or a third-party due to someone else using your account.
3.0 Services and Subscriptions
3.1 Consulting Services. Nature Analytics provides consultancy services to help clients find their own unique pathways to seafood sustainability. We help a wide range of clients through custom tailored analysis and development of user-friendly analytics dashboards for data exploration and visualization. Depending on the nature of your needs, our services can involve both a consultancy and a subscription-based service. Once you engage Nature Analytics you become a customer of Nature Analytics (“Customer”).
3.2 Applicability. To engage Nature Analytics you will receive an order confirmation (the “Order Confirmation”). This Order Confirmation and these Terms (collectively, this “Agreement”) comprise the entire agreement between you as a Customer and Nature Analytics, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. For greater certainty, you only become a Customer once you complete an Order Confirmation with Nature Analytics. In the event of any conflict between these Terms and the Order Confirmation, the Order Confirmation shall govern, unless the Order Confirmation expressly states that the terms and conditions of the Order Confirmation shall control. This Agreement prevails over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
3.3 Services. Nature Analytics shall provide the services to Customer as described in the Order Confirmation in accordance with this Agreement.
3.4 Applicability. Nature Analytics shall use reasonable efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only.
- Customer’s Obligations. The Customer shall:
- cooperate with Nature Analytics in all matters relating to the Services and provide such access to Customer’s premises, and such office accommodation and other facilities as may reasonably be requested by Nature Analytics, for the purposes of performing the Services;
- respond promptly to any Nature Analytics request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Nature Analytics to perform Services in accordance with the requirements of this Agreement;
- provide such customer materials or information as Nature Analytics may request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and
- obtain and maintain all necessary licences and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
3.6 Customer’s Acts or Omissions. If Nature Analytics’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, Nature Analytics shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
3.7 Change Orders. Changes to Services shall be governed by the following.
- If the Customer wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Nature Analytics shall, within a reasonable time after such request, provide a written estimate to Customer of:
- the likely time required to implement the change;
- any necessary variations to the fees and other charges for the Services arising from the change;
- the likely effect of the change on the Services; and
- any other impact the change might have on the performance of this Agreement.
- Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing.
- Notwithstanding Section 3.7(a) and Section 3.7(b), Nature Analytics may, from time to time, change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Confirmation.
- Nature Analytics may charge for the time it spends assessing and documenting a change request from Customer on a time and materials basis in accordance with the Order Confirmation.
3.8 Termination. In addition to any remedies that may be provided under this Agreement, Nature Analytics may terminate this Agreement with immediate effect upon written notice to Customer. The Customer will be responsible for paying for all Services rendered up to termination. If the Customer prepaid for the Services and Nature Analytics terminated the Agreement, Nature Analytics will return the portion of prepaid services for which no Services were rendered.
3.9 Relationship of the Parties. The relationship between the Customer and Nature Analytics is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
3.10 Amendment. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.
4.1 Payment Terms.
Payment shall be governed as follows:
- In consideration of the provision of the Services by Nature Analytics and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order Confirmation.
- Customer agrees to reimburse Nature Analytics for all reasonable travel and out-of-pocket expenses incurred by Nature Analytics in connection with the performance of the Services.
- Customer shall pay all invoiced amounts due to Nature Analytics on receipt of Nature Analytics’s invoice. Customer shall make all payments hereunder in the currency listed on the Order Confirmation.
- Nature Analytics may suspend performance for all Services until payment has been made in full. In the event payments are not received by Nature Analytics within 10 days after becoming due, Nature Analytics may: charge interest on any such unpaid amounts at a rate of eight percent (8%) per annum or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid.
4.2 Taxes. Stated prices do not include any customs duties, sales, use, value-added, excise, federal, state, local or other taxes. Customer shall be responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial, territorial or local governmental entity on any amounts payable by Customer hereunder.
5.0 Intellectual Property and Confidential Information
5.1 Intellectual Property in Services. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Nature Analytics in the course of performing the Services, including any items identified as such in the Order Confirmation (collectively, the “Deliverables”) except for any Confidential Information of Customer or customer materials shall be owned by Nature Analytics. Nature Analytics hereby grants Customer a licence to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
5.2 Intellectual Property in Site. All content on the Site, or otherwise made available via the Site, including the text, notes, graphics, photos, sounds, music, videos, interactivities and the like (“Content”), the trademarks (including all ‘Nature Analytics™’) , service marks and logos contained therein (“Marks”), the design of the Site and/or Services (“Site Design”), and all software and other technology used to provide the Site (“Technology”), are owned by or licensed to Nature Analytics and/or its affiliates. Content is provided to you “as is” for your information and personal use only and may not be used, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever. We reserve all rights not expressly granted in and to the Site, Content, Marks, Site Design and Technology. Using the Site and/or Services does not give you any ownership of or right in or to any Content, Marks, Site Design or Technology.
5.3 Infringement Notification. Nature Analytics respects the rights of others and we expect users of our Site and Services to do the same. These Terms prohibit the infringement of the copyrights of others, and it is also our policy that we may remove, suspend, terminate access, or take other appropriate action against repeat offenders.
5.4 How to File an Infringement Notification. If you have evidence, know, or have a good faith belief that content residing on or accessible through our Site infringes a copyright which you own or for which you are a designated agent, please send a notice of infringement through the contact form (https://natureanalytics.ca/contact/).
5.5 Confidential Information in Services. The following sections shall govern confidential information as between Nature Analytics and the Customer.
- All non-public, confidential or proprietary information of Nature Analytics, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Nature Analytics to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Nature Analytics. Confidential Information does not include information that is:
- in the public domain;
- known to Customer at the time of disclosure; or
- rightfully obtained by Customer on a non-confidential basis from a third party.
- Customer agrees to use the Confidential Information only to make use of the Services and Deliverables.
- Nature Analytics shall be entitled to injunctive relief for any violation of this Section.
6.0 Third Party Content and Services
6.1 Third-party Content. The Site and Services may contain information and content provided by third parties. The Site and Services are hosted by third Parties. We have no obligation to monitor, we do not endorse, and we are not liable for any third-party content. In addition, the Site may contain links to third-party Sites. Nature Analytics is not responsible for the content on any linked site or any link contained in a linked site. We do not endorse or accept any responsibility for the content on such third-party sites. When using a third-party site or service you are required to accept and abide by their terms.
6.3 Content. Nature Analytics has the right, without provision of notice to: (a) remove or refuse to include on the Site or in the Services any content for any or no reason in our sole discretion; (b) at all times, take such actions with respect to any submission deemed necessary or appropriate in our sole discretion, (c) take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Site, or (c) terminate or suspend your access to all or part of the Site for any or no reason, including, without limitation, any violation of these Terms. We have no obligation, nor any responsibility to any party to monitor the Site or its use, and do not and cannot undertake to review material that you or other users submit to the Site. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third-party, subject to applicable laws.
6.4 No Monitoring. We have no obligation, nor any responsibility to any party to monitor the Site or its use, and do not and cannot undertake to review material that you or other users submit to the Site. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third-party, subject to applicable laws.
7.0 Warranties and Disclaimer
7.1 NO WARRANTIES. THE SITE AND SERVICES ARE PROVIDED “AS AVAILABLE” AND “AS IS,” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. NATURE ANALYTICS DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NATURE ANALYTICS DOES NOT WARRANT THAT ANY SERVICES CONFORM WITH WRITTEN OR ORAL SPECIFICATIONS, GUARANTEES, REPRESENTATIONS, WARRANTIES OR PROMISES, OR THAT SERVICES WILL MEET THEIR INTENDED PURPOSES.
7.2 USE OF SITE IS AT YOUR OWN RISK. NATURE ANALYTICS, ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, NATURE ANALYTICSS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS (AS APPLICABLE) DO NOT REPRESENT OR WARRANT THAT THE SITE, SERVICES OR EMAILS SENT TO YOU WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR THAT ALL INFORMATION WILL BE ACCURATE OR COMPLETE. YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR HARDWARE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF MATERIAL OR DATA. NATURE ANALYTICS MAKES NO REPRESENTATION, WARRANTY, GUARANTEE OR PROMISE THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS. NATURE ANALYTICS WILL NOT BE RESPONSIBLE FOR ANY THIRD-PARTY CONTENT, HOSTING OR SERVICES ON THE SITE, ANY LINKS TO THIRD-PARTY SITES OR ANY THIRD-PARTY SITES. REPORTS, WORK PRODUCT, AND COMMUNICATIONS MAY CONTAIN DISCLAIMERS AND LIMITATIONS OF LIABILITY THAT APPLY TO THE SERVICES YOU PURCHASE. NATURE ANALYTICS MAKES ALL DISCLAIMERS IN THIS PARAGRAPH ON BEHALF OF ITSELF AND ITS THIRD PARTIES.
7.3 NO RESPONSIBILITY FOR THIRD-PARTY MATERIALS. NATURE ANALYTICS, ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, NATURE ANALYTICSS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS (AS APPLICABLE) DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE USED, ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE SITE, THE SERVIVES OR ANY SITE FEATURED OR LINKED TO THROUGH THE SITE, AND NATURE ANALYTICS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. NATURE ANALYTICS WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD-PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.
7.4 YOUR RIGHTS MAY VARY. SOME COUNTRIES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH MAY VARY FROM COUNTRY TO COUNTRY OR IN OTHER JURISDICTIONS.
7.5 Non-Reliance The content on our Site is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our site. Although we make reasonable efforts to update the information on our Site, we make no representations, warranties, or guarantees, whether express or implied, that the content on our Site is accurate, complete, or up to date.
8.0 Limitation of Liability and Indemnity
8.1 NO CONSEQUENTIAL DAMAGES. IN NO EVENT WILL NATURE ANALYTICS, ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, NATURE ANALYTICSS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS (COLLECTIVELY “NATURE ANALYTICS GROUP” FOR PURPOSES OF THIS SECTION) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM THE PERFORMANCE, USE OF OR THE INABILITY TO USE THE SITE OR SERVICES EVEN IF NATURE ANALYTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE OR OTHERWISE. NATURE ANALYTICS GROUP WILL NOT BE LIABLE FOR THE COST OF REPLACEMENT SERVICES, LOSS OF REVENUE OR LOSS OF GOOD WILL.
8.2 YOUR RIGHTS MAY VARY. BECAUSE SOME COUNTRIES OR JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, OR LIMITATIONS ON OR EXCLUSIONS OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU DEPENDING ON YOUR COUNTRY OF RESIDENCE.
8.3 LIMITATION ON LIABILITY FOR CUSTOMERS. IN ADDITION TO THE OTHER LIMITATIONS IN THIS SECTION, IN NO EVENT SHALL NATURE ANALYTICS GROUP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THE APPLICABLE ORDER CONFIRMATION IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8.3 WAIVER. YOU WAIVE AND HOLD HARMLESS NATURE ANALYTICS, ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, NATURE ANALYTICSS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS (AS APPLICABLE) FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY NATURE ANALYTICS AND ANY OF THE FOREGOING PARTIES.
8.4 Indemnity. You agree to defend, indemnify and hold harmless Nature Analytics, its parent, subsidiaries, affiliates, or their respective directors, officers, employees, agents, Nature Analytics, contractors, licensors, licensees, suppliers, or successors (the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities and expenses (including attorneys’ fees) incurred in connection with any third-party claim brought or asserted against any of the Indemnified Parties elating to your or a third-party’s use or misuse of the Services or this Site. We may, in our sole and absolute discretion, control the disposition of any such claim at your sole cost and expense. You may not settle any such claim without our express written consent.
9.0 Termination and Survival
9.1 Term. These Terms are effective unless and until terminated by you or us. We may, in our sole and absolute discretion and without any liability, modify, suspend or discontinue any aspect of the Site these Terms, temporarily or permanently, at any time and without prior notice.
9.2 Modification and Termination of Site and Services. We may modify or terminate the Site, these Terms, or the Services, your access to the Services, in part or as a whole, at any time, for any or no reason, and without notice or liability to you.
9.3 Suspension or Termination. We may deny you access to all or part of the Site at any time for any reason (including if you violate these Terms, as determined in our sole and absolute discretion) or no reason at all. If we terminate for no reason your right to access the Site, we will fulfill our obligations to you related to any order outstanding at the time of termination.
9.4 Effect of Termination. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Intellectual Property and Confidential Information, Third Party Content, Warranties and Disclaimer, Limitation of Liability and Indemnity, Applicable Law, Disputes, and Effect of Termination.
10.1 Disputes. You and Nature Analytics agree that any dispute that has arisen or may arise between us relating in any way to your use of or access to the Services or Site, any breach, enforcement, or termination of these Terms, or otherwise relating to Nature Analytics in any way (collectively, “Covered Matters”) will be resolved in accordance with the provisions set forth in this Section 10.
10.2 Informal Resolution. If you have any dispute with us, you agree that before taking any formal action, you will contact us through the contact form (https://natureanalytics.ca/contact/), provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account) and allow sixty (60) days to pass, during which we will attempt to reach an amicable resolution of any issue.
10.3 Applicable Law. The Covered Matters, the Site, the Services, and these Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location. Any action or proceeding arising out of or relating to this Site and under these Terms will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
11.0 General Terms
11.1 Force Majeure. Under no circumstances shall Nature Analytics be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.
11.2 No Waiver; Severability. No waiver of any term of these Terms will be binding unless in writing, no waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and the failure of Nature Analytics to exercise or enforce any right or remedy in these Terms does not waive that right or remedy.
11.3 Miscellaneous. These Terms (and all documents, Terms referenced herein) constitute the entire agreement between you and Nature Analytics and govern your use of the Site, the Services provided by Nature Analytics, and supersede any prior agreements between you and Nature Analytics on the subject matter. You also may be subject to additional terms that may apply when you use certain Nature Analytics services or third-party content, hosting services links or Sites. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Nature Analytics without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of Nature Analytics. A party’s failure or delay in exercising any right, power or privilege under these Terms will not waive its rights to exercise such right, power, or privilege in the future, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise of such right, power, or privilege, or the exercise of any other right, power, or privilege under these Terms. You agree to comply with all applicable laws in your use of the Site and Services. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. These Terms will not be construed against the drafter. “Include(s)” or “including” means, respectively, “include(s), without limitation,” or “including, without limitation,”, unless expressly stated otherwise. If you are using the Site or Services for or on behalf of any government, your license rights do not exceed those granted to non-government consumers.
11.4 Notices and Electronic Communications. You hereby consent to receiving and transacting with us by electronic means. We may deliver notice to you by e-mail, posting a notice on the Site or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the contact form (https://natureanalytics.ca/contact/).
11.5 Geographic Restrictions. This Site and the Services is intended for use in Canada and the United States. This Site is not intended for use in any jurisdiction where its use is not permitted. If you access the Site from outside of Canada and the United States, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.