Last Updated: October 29, 2020 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE. 

Welcome to orchidb.com, a website of Orchid B Inc. (“Orchid B”, “we”, “us” and “our”). This page explains the terms by which all visitors, users and others (“users”, “you” and “your”) who access our website, including without limitation all online tools, applications, calculators and email alerts (collectively, the “Website”). By accessing or using the Website, you signify on your behalf and any person or entity that you represent that you have read, understood, and agree to be bound by these website terms of service (the “Terms”), whether or not you are a registered user of our Website. Orchid B reserves the right to make unilateral modifications to these Terms and will provide notice of these changes as described below. 

1. 1. Use of the Website 

By using the Website, you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use the Website. You may use the Website only in compliance with the Terms and all applicable local, provincial, state, federal, national, and international laws, rules and regulations. The Website is not available to any person previously removed from the Website by Orchid B. 

1. 1. User Responsibilities 
      1. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you agree to treat such information as confidential. You agree not to disclose it to any third party. 
      2. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. 
      3. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us. 
   2. Access and Use of the Website 
      1. Subject to the terms and conditions of the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable and freely revocable license to use the Website. Orchid B reserves all rights not expressly granted herein in the Website and the Orchid B Content (as defined below). We may terminate this license, in whole or in part, at any time for any reason or no reason. 
      2. The rights granted to you in under these Terms are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website, whether in whole or in part, or any content displayed on the Website; (ii) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website; (iii) you shall not access the Website in order to build a similar or competitive website; (iv) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (v) you shall not use the Website other than as permitted hereunder.  Unless otherwise indicated, any future release, update, or other addition to the functionality of the Website shall be subject to the Terms. All copyright and other proprietary notices on the Website (or on any content displayed on the Website) must be retained on all copies thereof. 
      3. You acknowledge and agree that we have no obligation to provide you with any support or maintenance in connection with the Website. 
   3. Acceptable Use 
      1. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Website in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Website in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Orchid B grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email or messages through the Website; (iv) attempting to interfere with, compromise the system integrity or security of or decipher any transmissions to or from the servers running the Website; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Website; (vii) collecting or harvesting any personally identifiable information, including account names, from the Website; (viii) using the Website for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Website; (xi) accessing any content on the Website through any technology or means other than those provided or authorized by the Website; (xii) bypassing the measures we may use to prevent or restrict access to the Website, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Website or the content therein; (xiii) using the Website for any purpose prohibited or regulated by local, provincial, state, federal, national, and international laws; or (xiv) using the Website to collect, upload, transmit, display, or distribute any content (A) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (B) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; or (C) that is harmful to minors in any way. 
      2. We may, without prior notice, change the Website; stop providing the Website or features of the Website to you or to users generally; or create usage limits for the Website. We may permanently or temporarily terminate or suspend your access to the Website without notice and liability for any reason, including if in our sole determination you violate any provision of the Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by the Terms. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Website or any part thereof. 
      3. You are solely responsible for your interactions with other users of the Website. We reserve the right, but have no obligation, to monitor disputes between you and other users. Orchid B shall have no liability for your interactions with other users, or for any user’s action or inaction. 
   4. Website Location 

The Website is controlled and operated from facilities in Canada. Orchid B makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable local, provincial, state, federal, national, and international laws and regulations, including but not limited to export and import regulations. You may not use the Website if you are a resident of a country embargoed by the government of Canada, the United States or the European Union or are a foreign person or entity blocked or denied by the Canadian or United States government. You may not use this Website if you are a resident of a country which has been sanctioned by the United Nations. Unless otherwise explicitly stated, all materials found on the Website are solely directed to individuals, companies, or other entities located in Canada. 

1. 1. Our Proprietary Rights 
      1. The Website and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music but excluding all material, content or information posted or upload by users to the Website (“User Content”) and all intellectual property rights related thereto (the “Orchid B Content”), are the exclusive property of Orchid B and its licensors. Except as explicitly provided herein, nothing in the Terms shall be deemed to create a license in or under any such Orchid B Content or intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Orchid B Content. Use of the Orchid B Content for any purpose not expressly permitted by the Terms is strictly prohibited. Orchid B Content is made available solely for your personal, non-commercial use and may not be copied, reproduced, published, republished, modified, mirrored, uploaded, posted, transmitted, displayed, encoded, translated or distributed in any form or in way, including by e-mail or other electronic means, or stored in any retrieval system of any nature in any way, without the express prior written consent of Orchid B or such third party that may own such Orchid B Content in each instance. You agree to abide by all copyright and other proprietary notices, information and restrictions contained in the Orchid B Content and any other material accessed through the Website. 
      2. You may choose to or we may invite you to submit comments, feedback, or ideas about the Website, including without limitation about how to improve the Website (“Ideas”). By submitting any Idea, you agree that (i) your disclosure is non-confidential, gratuitous, unsolicited and without restriction and will not place Orchid B under any fiduciary or other obligation, (ii) you grant to us a perpetual, worldwide, royalty-free, irrevocable, transferable, sublicensable, non-exclusive and fully paid-up right to copy, use, reproduce, modify, adapt, publish, create derivative works from, translate, transmit, display, distribute, market, promote, sell or offer for sale, rent or lease such information or materials or any portions thereof and/or products or services which practice or embody, or are configured for use in practicing, such information or materials or any portion thereof, in any form or medium known or later developed, in furtherance of the Terms and the actions and transactions contemplated hereby, including the right to bring an action for infringement of these rights, (iii) we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone and (iv) you will have no claim against for any actual or alleged infringement of any proprietary rights, rights of privacy or publicity, moral rights or rights of attribution in connection with our use of any Ideas you provide. You further acknowledge that, by acceptance of your submission, Orchid B does not waive any rights to use similar or related ideas previously known to Orchid B, or developed by its employees, or obtained from sources other than you. 
   2. No Professional Advice 

All information on the Website is for informational purposes only and should not be construed as professional advice. You should contact your own legal, financial, tax or other professional advisors. Neither the Website nor Orchid B provides any legal, financial, taxation or any other professional advice. No action should be taken based upon any information contained in the Website. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area. 

1. 1. Privacy 

We care about the privacy of our users. You understand that by using the Website you consent to the collection, use and disclosure of personally identifiable information and aggregate data, and to have your personally identifiable information collected, used, transferred to and processed in accordance with our Privacy Policy, a copy of which can be found here: http://35.182.127.120/privacynotice. Our Privacy Policy is hereby incorporated into and forms part of the Terms. 

1. 1. Third-Party Links and Information 

The Website may contain links to third-party materials that are not owned or controlled by Orchid B. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Website on or through any third-party website or service, you do so at your own risk, and you understand that the Terms and our Privacy Policy do not apply to your use of such sites. You expressly relieve Orchid B from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Website, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Orchid B shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers. 

1. 1. No Warranty 
      1. The Website is provided on an “as is” and “as available” basis. Use of the Website is at your own risk. To the maximum extent permitted by applicable law, the Website is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Orchid B or our suppliers, partners, licensors, dealers, representatives, associates or affiliates, and each of their respective employees, contractors, agents, representatives, shareholders, officers and directors (collectively, the “Orchid B Parties”) or through the Website will create any warranty not expressly stated herein. Without limiting the foregoing, the Orchid B Parties do not warrant that the content is accurate, reliable or correct; that the Website will meet your requirements; that the Website will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Website is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Website is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Website. 
      2. Orchid B does not warrant, endorse, guarantee, or assume responsibility for any product or site advertised or offered by a third party through the Website or any hyperlinked website or site, and Orchid B will not be a party to or in any way monitor any transaction between you and third-party providers of products or services. 
   2. Assumption of Risk; Limitation of Liability 
      1. You acknowledge that the Website, and your use of the Website, contain certain risks, and you expressly agree that you assume all risk in connection with your access and use of the Website. 
      2. You also agree that to the maximum extent permitted by applicable law, in no event shall any Orchid B Party be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Website. Under no circumstances will any Orchid B Party be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Website or the information contained therein. To the maximum extent permitted by applicable law, Orchid B assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Website; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Website; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Website by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Website; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. You agree that if, notwithstanding the other provisions of the Terms, an Orchid B Party is found to be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs, such Orchid B Party’s liability shall in no event exceed the amount you paid to Orchid B hereunder. 
      3. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Orchid B has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. 
   3. Limitations as Allowed by Law 

Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. The Terms give you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law. 

1. 1. Indemnity 

You agree to defend, indemnify and hold harmless the Orchid B Parties, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to lawyer’s fees and disbursements) arising from: (a) your use of and access to the Website, including any act or omission by you or users of your account or any data or content transmitted or received by you; (b) your violation of any provision of the Terms, including without limitation your breach of any of the representations and warranties hereunder; (c) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) your violation of any applicable law, rule or regulation; (e) any User Content that you submit to the Website including without limitation misleading, false, or inaccurate information; (f) your willful misconduct; or (g) any other party’s access and use of the Website with your unique username, password or other appropriate security code. You will co-operate as fully as reasonably required in the defense of any claim. 

1. 1. Non-Waiver 

Orchid B’s failure or delay in insisting upon or enforcing strict performance of any provision of the Terms shall not be construed as a waiver of any provision or rights. No waiver of any provision of the Terms shall constitute a waiver of any other provision, nor shall any waiver of any provision of the Terms constitute a continuing waiver unless expressly made in writing by us. 

1. 1. Severability 

In the event that any of the provisions of the Terms are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these terms and conditions shall otherwise remain in full force and effect. 

1. 1. Governing Law and Jurisdiction 

The Terms are entered into between you and us in the Province of Ontario and shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein. You agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario or any other judicial district or jurisdiction as we may determine in any and all actions, disputes or controversies relating hereto. You further agree as follows: (a) any claim brought to enforce these terms and conditions must be commenced within two (2) years of the cause of action accruing; (b) no recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and legal fees; and (c) any claim must be brought individually and not consolidated as part of a group or class action complaint. 

1. 1. Language 

The Terms, including all other documents incorporated by reference herein, are binding and constitute the entire agreement between Orchid B and you with respect to your use of the Website. The parties agree that the English language will be the language of the Terms and all documents in connection thereto, and each party waives any right (whether statutory or otherwise) to use and rely upon any other language, or translations.  Il est de la volonté expresse des parties que tous les documents qui s’y rattachent soient rédigés en langue anglaise.