Terms of Agreement

Welcome to the Merogenomics Inc. website. Access and use of the Merogenomics Inc. website indicates that the user accepts the following Terms of Agreement, and the Privacy Policy that is included within. Carefully read these Terms of Agreement before using the Merogenomics Inc. website or using any additional Merogenomics Inc. services. Merogenomics Inc. reserves the right to revise and/or update these Terms of Agreement without notice at any time.

Terms of Agreement

1. Overview of Merogenomics Inc. Terms of Agreement

1.1. Acceptance of the Terms of Agreement

The Terms of Agreement is a binding legal agreement between you (hereafter also referred to as the “Client”) and Merogenomics Inc. for the use of Merogenomics Inc. services and access to its website. This document describes the conditions governing the Terms of Agreement. The Terms of Agreement will apply if you access, browse, and use the Merogenomics Inc. website or use any other Merogenomics Inc. service, including services that require payment. If you do not agree to this Terms of Agreement, then do not use the Merogenomics Inc. website or its services. Acceptance of these Terms of Agreement signifies that you acknowledge and agree that you understand the conditions presented herein.

The Merogenomics Inc. Privacy Policy (available at https://merogenomics.ca/en/privacy-policy/) is incorporated into and is part of these Terms of Agreement. Please read this notice carefully for information regarding the collection, use, and disclosure of information provided to Merogenomics Inc.

In the event that the Client uses Merogenomics Inc.’s services that involve DNA sequencing procedure, a Schedule ‘A’ Informed Consent Form (available at https://merogenomics.ca/en/informed-consent-form/) will be attached and will become a binding part of this Terms of Agreement. The Informed Consent Form describes eligibility requirements for the genome sequencing procedure, a procedure description, and potential risks and benefits associated with genome sequencing.

By accepting these Terms of Agreement, you represent and warrant that you are of legal age (18 years of age or older), the information you provide to Merogenomics Inc. or its affiliated third party service providers (hereafter referred to as “Service Providers”) is truthful and accurate and within your right to provide, and that your use of Merogenomics Inc. services does not violate any applicable laws.

In the event that you breach the conditions listed in these Terms of Agreement, you agree and acknowledge that you are solely responsible for your breach of the Terms of Agreement, and the resulting consequences. You agree and acknowledge that Merogenomics Inc. has no responsibility to you or to any third party for your breach of the Terms of Agreement. Merogenomics Inc. reserves the right to seek compensation for any loss or damage suffered due to your breach of the Terms of Agreement, and your failure to comply with these Terms of Agreement may expose you to civil and/or criminal liability.

Merogenomics Inc. reserves the right to refuse acceptance by you or any third party of the Terms of Agreement, to refuse to accept an order placed for offered Merogenomics Inc. services, and to refuse to enter into a contractual agreement governed by these Terms of Agreement.

1.2. Modifications of the Terms of Agreement

The Terms of Agreement may be modified from time to time. Such revisions are effective immediately and are indicated by the most recent effective date posted.

2. Use of the Merogenomics Inc. website and Merogenomics Inc. services

2.1. No medical advice and no doctor-patient relationship with the Client

The information available on the Merogenomics Inc. website or information that the Client receives from Merogenomics Inc. (or its affiliated third party associates) in the course of providing services is considered to be auxiliary information for the Client’s private educational use only. You are expected to exercise vigilance and sound judgment when using the educational material provided through the Merogenomics Inc. website or Merogenomics Inc. services.

Medical information that may be mentioned on the Merogenomics Inc. website or information presented in any other fashion to the Client is not advocated or endorsed by Merogenomics Inc. DATA AND INFORMATION RECEIVED FROM MEROGENOMICS INC. ARE NEVER INTENDED TO REPLACE PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. In the event that Merogenomics Inc. involves the services of a licensed healthcare professional or a physician in the course of providing certain services to the Client, such engagement does not create a doctor-patient relationship between Merogenomics Inc. and the Client.

Merogenomics Inc. takes no responsibility for the Client’s medical care or for consequences to a Client’s health status (and that of the legal dependant if the subject of the service is different from the Client). ALL INFORMATION OR DATA RECEIVED FROM MEROGENOMICS INC. SHOULD BE ANALYZED AND CONFIRMED BY A LICENSED HEALTHCARE PROFESSIONAL BEFORE BEING USED FOR A MEDICAL PURPOSE.

2.2. Age restriction

The Merogenomics Inc. website and services are directed toward adults, and are not intended for nonadult use without the authorization of a guardian adult (parent or legal custodian).

If you are under the age of 18, you must obtain the permission of a guardian adult to use the Merogenomics Inc. website. Merogenomics Inc. can offer services to an individual under the age of 18 only with the authorization of a guardian adult (parent or legal custodian), and only by direct request and on behalf of a guardian adult who acts as the Client of Merogenomics Inc.

Merogenomics Inc. will immediately terminate services to minors who are discovered to represent themselves as 18 years of age or older.

2.3. Rules of conduct

You agree to be bound by the following rules of conduct when using Merogenomics Inc. services.

2.3.1. Merogenomics Inc. website use

2.3.1.1. General Client obligations

In using the Merogenomics Inc. website, you agree to the following:

1) You will not use the Merogenomics Inc. website for unlawful purpose or intent that violates these Terms of Agreement. This includes but is not limited to information sent to or transmitted through the Merogenomics Inc. website that you do not have the right to disclose, that exposes any person to a liability, or that can be regarded as harmful, abusive, or threatening to Merogenomics Inc. principles or to other users of the Merogenomics Inc. website;

2) You will not use any high-volume, automated or electronic system to access the Merogenomics Inc. website in a repetitive fashion that a human could not execute in a similar period of time using a conventional Web browser, or take any action that imposes an unreasonable load on the Merogenomics Inc. website servers;

3) You will not upload or make available devices (including but not limited to viruses, Trojan horses, worms, time bombs, cancelbots, spyware, or any other computer code, file, or software) intended to cause damage to or interfere with the proper function of the Merogenomics Inc. website, or to affect the Merogenomics Inc. website’s display or its content, including material posted by Merogenomics Inc. or by any other person;

4) You will not decipher, take apart, or alter any of the software existing in the Merogenomics Inc. website’s make up;

5) You will not send through or to the Merogenomics Inc. website or to any other users of the Merogenomics Inc. website or to any URL associated with Merogenomics Inc. unsolicited messages such as email chain letters, "spam," or "phishing" messages, including but not limited to unsolicited marketing or advertising messages;

6) You will not post on the Merogenomics Inc. website any content that could present a privacy or security risk to any person;

7) You will not engage in any conduct that impedes proper function of the Merogenomics Inc. website, or its access and use by other visitors, and you will not assist or permit any person to engage in the aforementioned activities.

2.3.2. Use of Merogenomics Inc. services other than website

Please note that if you engage Merogenomics Inc. to provide its services to you (other than merely using the website), you will be required to agree to this Terms of Agreement and provide payment in advance.

2.3.2.1. General Client obligations

In ordering Merogenomics Inc. services, you agree to the following:

1) You will not use Merogenomics Inc. services for unlawful purpose or intent that violates these Terms of Agreement. This includes, but is not limited to, obtaining or receiving data or other information that you are not entitled to, or use of such data or information to expose any person to a liability, or use of information that can be regarded as harmful, abusive, or threatening to Merogenomics Inc., or to any person;

2) You will not misrepresent your identity or affiliation in any way;

3) You will not solicit Merogenomics Inc. services for minors for whom you are not the authorized guardian adult (parent or legal custodian);

4) You will not engage in any activity that interferes with or disrupts the Merogenomics Inc. services;

5) You will not assist or permit any persons to engage in the aforementioned activities.

2.3.2.2. Third party services

Merogenomics Inc. employs or will seek services of third parties (affiliated or unaffiliated with Merogenomics Inc.) in order to fulfill its own obligations toward the Client, or to provide available market options for the Client in the course of the Merogenomics Inc. consulting services.

The term “affiliated third parties” refers to third party associates who assist Merogenomics Inc. in operating the Merogenomics Inc. website, in conducting Merogenomics Inc. business or in providing third party services to the Client. Third parties that are randomly sought by Merogenomics Inc. for opinion or expertise in a quest to enhance a particular service for the Client, or to provide the Client with requested information are referred to as “unaffiliated third parties”. Third parties affiliated with Merogenomics Inc. are hereafter referred to as “Service Providers.”

Service Providers contracted for operational purposes of Merogenomics Inc. (such as data storage security, or payment processing) are authorised to perform their services without Client consent. Service Providers not contracted by Merogenomics Inc. require authorization from the Client to perform their services; collection of required information about the Client, and the Client’s use of such services are subject to a contract between the Client and the Service Provider, independent of the Terms of Agreement between Merogenomics Inc. and the Client. You agree and acknowledge that Merogenomics Inc. Terms of Agreement will have no effect on your legal relationship with such Service Providers, and that Merogenomics Inc. will bear no responsibility or liability for assistance to deliver services provided by third parties authorized by the Client.

2.3.2.3. Services fee offers

The cost of services quoted by Merogenomics Inc. is valid for 30 days unless otherwise specified. The duration of costs quoted by Service Providers may differ from that of Merogenomics Inc. All prices are quoted in Canadian dollars unless otherwise specified. All offers made by Merogenomics Inc. or Service Providers are free of engagement. Merogenomics Inc. reserves the right to revoke an offer at any time prior to Client acceptance of the Terms of Agreement.

2.3.2.4. Services delivered by Merogenomics Inc.

Merogenomics Inc. offers consulting services and assistance to purchase a DNA sequencing procedure and related technologies. The Client can expect the following amenities:

0.5 hr free consultation prior to engagement;
Provide educational material for the Client to make informed decision with regards to selection of DNA sequencing test from Service Providers. Checklist of informed consent topics is provided with the purchase;
Access to DNA test for clinical management of the Client;
Assistance with access to a genetic counselor before or after the genome sequencing procedure;
Contact with a treating physician if required;
Assistance with sample collection and shipping;
Assistance with results delivery to the ordering/treating physician within reasonable time frame as proposed on the website;
Assistance with DNA data transfer;
Assistance with the storage and/or reanalysis of genome sequence data

2.3.2.5. Service commencement

The delivery of Merogenomics Inc. services begins upon the receipt of payment from the Client, unless specified otherwise in writing.

2.3.2.6. Payment

Payment for Merogenomics Inc. services is collected via third party financial service. Merogenomics Inc. does not store credit card details nor has access to the Client credit card information.

In the event that contracted services have been delivered to the Client for which no payment has yet been obtained, the Client will be issued an invoice with a payment due date. The payment due date is 30 days from the issue date on the invoice. The Client agrees to pay the sum indicated on the invoice in full before the due date expires. Merogenomics Inc. reserves the right to collect interest at 1% of the total fee per month, commencing from the payment due date (or at a date after the due date as determined by Merogenomics Inc.). No payment owed by the Client can be suspended.

2.3.2.7. Additional participants considerations

(A) Consent obligation for an identical (monozygotic) twin

Identical twins share the same DNA sequence, therefore, information obtained by DNA sequencing reveals private information of more than one individual. In the event that you have a living sibling who is an identical (monozygotic) twin, you agree that you will not partake in any Merogenomics Inc. service that assesses your genetic information without the prior consent of your identical twin. You agree and acknowledge that your breach of this restriction can lead to termination of the Terms of Agreement between you and Merogenomics Inc., without refund to you, and you take sole responsibility and liability for the consequences of such breach.

(B) Treating physician

The Client can choose to have the genome sequence data and its interpretation shared with his or her treating physician. You agree and acknowledge that you take sole responsibility and liability for the consequences of your request to share your sensitive information with another person authorized by you. You agree and acknowledge that you release your treating physician from the need to sign this Terms of Agreement unless the physician is specifically requested to do so by you in writing.

2.3.2.8. Services delivery

Merogenomics Inc. services are delivered to the Client with reasonable skills and due diligence according to predetermined standards developed for tracking quality and progress of service delivery. Merogenomics Inc. services are based on information in the scientific literature and the personal advice of experts and selected personnel related to the offered services. When applicable, as determined at the discretion of Merogenomics Inc., the Client can be informed of the progress made in services delivery.

However, due the fluid nature of Merogenomics Inc. consulting services, and the novelty and constantly changing field of DNA sequencing, the final outcome of delivered Services cannot be established with certainty, and Merogenomics Inc. agreement with the Client is not a proclamation to reach exact results but provide best effort to meet objectives listed in section “Services delivered by Merogenomics Inc.”(section 2.3.2.4.). Merogenomics Inc. reserves the right to solely determine how its services are delivered to the Client. Claims to specific results can only be made according to guarantees that have been clearly established in a written agreement between Merogenomics Inc. and the Client.

2.3.2.9. Change in services

Services offered by Merogenomics Inc. are delivered according to predetermined procedures defined by Merogenomics Inc. However, due to the dynamic nature of rapidly evolving field of DNA testing, Merogenomics Inc. is constantly innovating to provide novel benefits in its services to the Client. Merogenomics Inc. cannot guarantee that the services offered through affiliated third parties will remain constant during the Merogenomics Inc.-Client relationship. You agree and acknowledge that Merogenomics Inc. services might change from time to time (including termination of service or portion thereof) to reflect novel methods employed by Service Providers. Depending on the nature of the change, Merogenomics Inc. will inform the Client if such changes arise at its sole discretion, keeping the Client’s best interest in mind. Changes in Merogenomics Inc. services do not alter the previously agreed upon fees unless otherwise specified in a new contract.

Merogenomics Inc. provides a variety of options to its Clients. Merogenomics Inc. can accommodate changes to its predetermined procedures to reflect preferred interests of the Client. If a request is made to alter a previously made order, acceptance of such request is at the sole discretion of Merogenomics Inc. Changes in services delivered by Merogenomics Inc. that result in an increased work load for Merogenomics Inc. might require the creation of a new contract and additional fees.

2.3.2.10. Tissue sample handling

Merogenomics Inc. can inform and guide the Client regarding procedures for proper tissue sample handling. Samples can be prepared by the Client or by a licensed healthcare professional. If you elect to privately handle sample delivery to Service Providers, you agree and acknowledge that it is your sole responsibility to follow instructions for sample preparation and delivery to the Service Providers. Merogenomics Inc. will promptly inform the Client if Merogenomics Inc. becomes aware that appropriate sample requirements for data acquisition have not been satisfied.

The Client is responsible for payment of sample delivery to Service Providers, even if Merogenomics Inc. assists the Client in appropriate sample delivery to Service Providers, and whether the sample has satisfied or not satisfied appropriate requirements for data acquisition. The exception to this could include use of select clinics utilizing Merogenomics Inc. services, and the list of such clinics shall be provided to the Client.

Merogenomics Inc. is not responsible or liable for consequences of sample handling or related activities undertaken by the Client or third parties, including but not limited to sample collection, quality assessment, security (including but not limited to loss or theft), transport, storage, care, use for data acquisition, or destruction. You agree and acknowledge that the sample handling procedure will be dependent on Service Provider requirements and independent of Merogenomics Inc.

2.3.2.11. Data transfer to the Client

Certain services can be expected to generate a large quantity of data. You agree for data transfer to take place electronically through a secure online application. It is the Client’s responsibility to ensure that all requirements are satisfied to receive the data transfer, including the security of uploaded data.

Merogenomics Inc. is not responsible or liable for the data transfer between a third party Service Provider and the Client, even if Merogenomics Inc. aids the Client in appropriate arrangement for such data transfer.

2.3.2.12. Services duration and completion

Services are fully delivered on completion. Services delivery should occur within 60 days from the date of acceptance of the Terms of Agreement. However, delivery dates of Merogenomics Inc. services or Service Provider services are guidelines only, and can be altered as needed to deliver services to the Client. Suggested deadlines are never binding unless explicitly agreed upon in writing. Merogenomics Inc. reserves the right to extend the length of services delivery at its sole discretion. Merogenomics Inc. will notify the Client of deadline changes. Deadline is determined by completion of ordered Services according to objectives listed in section “Services delivered by Merogenomics Inc.”(section 2.3.2.4.).

The Client has an option to independently use services of Service Providers that have been suggested to the Client by Merogenomics Inc. without further assistance from Merogenomics Inc. In such event of Client’s independent solicitation of Service Providers, it is considered a completion of Merogenomics Inc. obligation to the Client with regards to such service.

3. Content

3.1. Content presented by Merogenomics Inc.

Information presented by Merogenomics Inc., including Merogenomics Inc. website content and information delivered to the Client through additional means, is intended for educational purposes only. The information presented reflects the current opinion of Merogenomics Inc. based on acquired experience and knowledge, and efforts are made to ensure such information is accurate, reliable, and up-to-date. Such information should not be assumed to be complete or verified; it can contain knowledge gaps relative to the scale of available data, and it is limited to the information selected to be accessed by Merogenomics Inc.

Due to the complex nature of information derived from human DNA sequencing, it is not possible or feasible for Merogenomics Inc. to cover and provide background on all possible genome sequencing outcomes, including diseases, traits, potential diagnoses, possible treatment associations, or the technical limitations of the genome sequencing procedure, and such limitations cannot be controlled by Merogenomics Inc.

Merogenomics Inc. does not guarantee the efficacy of the products or services it mentions (whether endorsed or not), or the accuracy, completeness, relevance, and novelty of all presented information (including third party information), and makes no representation or warranty to such guarantees. Results and experiences can differ significantly among Service Providers, and could differ from the description presented by Merogenomics Inc. Information presented is subject to change at any time without notice to reflect novel concepts or improvement to offered services. Furthermore, the material presented by Merogenomics Inc. can be cutting-edge and forward-looking, and not acceptable to everyone. You agree and acknowledge that your study and utility of information presented by Merogenomics Inc. is undertaken at your own risk.

Merogenomics Inc. recommends that obtained information be verified, including, when appropriate, with a licensed healthcare professional. No information presented by Merogenomics Inc. should be used in place of advice or consultation with a healthcare provider. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE ON ACCOUNT OF INFORMATION PROVIDED BY MEROGENOMICS INC.

3.2. Service Providers content and linked third party content

In the course of delivery of services, the Client may receive information and/or data from affiliated Service Providers. Merogenomics Inc. has no control over the information and data presented by Service Providers and takes no responsibility or liability for the content of any information, data, or research results (including but not limited to genome sequencing data and their interpretation), or governing terms and policies of such third parties (affiliated or unaffiliated with Merogenomics Inc.), even if Merogenomics Inc. endorsed such third parties or aids the Client in commercial transactions with Service Providers. Content presented by Service Providers is relied on at the user’s risk, and consequences of your experience with Service Providers, including but not limited to commercial transaction, disputes, or incurred loss or damages, cannot be ascribed to Merogenomics Inc.

The Merogenomics Inc. Website may contain links to external websites wherein the Client might find useful information. Merogenomics Inc. does not guarantee the efficacy of products or services rendered by such third parties (whether endorsed or not endorsed), or the accuracy, completeness, relevance, and novelty of presented information. Information presented by third parties linked to Merogenomics Inc. website is intended for educational purposes only unless first interpreted by a licensed healthcare professional.

3.3. Your content

You agree and acknowledge that you are solely responsible for all content contributed by you to Merogenomics Inc. in all forms, and that you have the necessary authorization or legal right to submit it and disclose it. How your information is collected, used, and disclosed by Merogenomics Inc. is subject to the Merogenomics Inc. Privacy Policy.

4. Intellectual property rights and Merogenomics Inc. trademarks

All logos, trademarks, service marks, and brand features, registered or unregistered, the Merogenomics Inc. website (including all source codes required to create the Merogenomics Inc. website, including its format, layout, and visual design), and all content (including but not limited to text information, images, illustrations, audio and video clips) presented by Merogenomics Inc., (whether on the Merogenomics Inc. website, or delivered in any other format), or maintained by Merogenomics Inc. for proprietary use, has been funded, developed, and is owned and copyrighted by Merogenomics Inc. or licensed from third parties, and is protected by intellectual property rights under Canadian and international laws.

All rights are reserved by Merogenomics Inc. and its licensors, and no licence or rights are granted by implication, estoppel, or otherwise, to reproduce, disseminate, transfer, modify, create derivative works from, sell, or resell, or commercially exploit in any manner the aforementioned property and services of Merogenomics Inc. or its licensors for any purpose without prior written permission specific for each such purpose, or as indicated below.

Information regarding the rendering of services by Merogenomics Inc., including but not limited to operating protocols and procedures, standards employed, and organization of resources to plan and deliver such services is considered proprietary and confidential. Disclosure of such information to any third party, other than the direct results of such rendered services, is strictly prohibited without prior written authorization by Merogenomics Inc., or as might be required by law. In the event of disclosure by the Client or any other person, Merogenomics Inc. is to be informed in writing of such event prior to the disclosure, and a correct and adequate reference of Merogenomics Inc. ownership of such information is to be included.

5. Disclaimer of warranties and limitation of liability

5.1. Disclaimer of warranties

All content and services provided by Merogenomics Inc. is on an "as is" and "as available" basis, and you agree and acknowledge that your use of such content and services is at your own risk and responsibility. Merogenomics Inc., specifically disclaims all warranties of any kind, express, implied, statutory, or otherwise, regarding the Merogenomics Inc. website, the presented content, and provided services, including but not limited to warranties of merchantability, accuracy, completeness, timeliness, relevance, and reliability for a particular application or purpose, conformity to models or samples of materials, and of noninfringement of third parties' rights to the fullest extent permitted by law. In particular, Merogenomics Inc., its affiliates, and licensors make no warranties or representations to you that the Merogenomics Inc. services you use will meet your requirements or expectations, will be delivered in an uninterrupted, error-free, timely, and secure manner, or that defects in operational functionality will be corrected. Furthermore, no information obtained at any time by you from Merogenomics Inc., its affiliates, licensors, and any third party information providers shall indicate or create any warranty that is not already explicitly stated in these Terms of Agreement.

5.2. Limitation of liability

Under no circumstance shall Merogenomics Inc., its affiliates, licensors, or any third party information providers, be liable or held responsible for any direct, indirect, incidental, punitive, consequential, or special damages or injuries of any kind or nature, including without limitation, any loss of use, loss of profits, loss of savings, loss of data, loss of time, loss of goodwill or business reputation, cost of obtaining substitute products or services, costs associated with interpretation and utility of services results, or any other such damages or incurred expenses, however caused, that might result due to the following:

1) Your understanding, interpretation, or lack of adherence to these Terms of Agreement;

2) Your violation of any applicable laws;

3) Termination of the Terms of Agreement;

4) The truthfulness and accuracy of the information provided by you;

5) The action or inaction you take based on information presented on the Merogenomics Inc. website (including linked content), Merogenomics Inc. services, or all other content and products offered by Merogenomics Inc.;

6) The truth, accuracy, or omissions of Merogenomics Inc. services and content;

7) The interruption, delay, suspension, modification, or termination of Merogenomics Inc. services and content;

8) Misrepresentations in the services contracted from Service Providers, or any information obtained from third parties (affiliated or unaffiliated with Merogenomics Inc.) in the course of rendering Merogenomics Inc. services to you;

9) Direct outcome and data results of delivered Merogenomics Inc. services, including but not limited to data loss, data mistakes and omissions, accuracy of data interpretation, discovery of incidental findings, any and all mental anguish or emotional distress upon data receipt, and sharing of such data with other persons;

10) Unauthorized access to or unauthorized alteration of Merogenomics Inc. services and content, or any information acquired from you, including but not limited to during registration, communication, surveys taken, or Merogenomics Inc. website visit and use;

11) Deletion, corruption, failure to store, or loss of information acquired from you or any inaccuracies, errors, omissions found in such information;

12) Viruses or other harmful or destructive programs or features that might adversely impact the function of a computer;

13) Your failure to provide accurate information;

14) Any other reason, without limitation, relating to Merogenomics Inc. services.

The foregoing limitations will apply to the fullest extent permitted by applicable law, whether based on warranty, contract, tort (including negligence), or any other legal theory of liability, and whether or not Merogenomics Inc. has been advised of the possibility of any such liabilities, damages, or injuries.

Without limiting the foregoing, Merogenomics Inc.’s aggregate liability to you under or in connection with these Terms of Agreement for any and all claims arising from your use of the Merogenomics Inc. services or any provided content shall be limited to one hundred Canadian dollars (CAD$100). Alternatively, should an arbitration panel or court of competent jurisdiction determine that Merogenomics Inc.’s aggregate liability to you exceeds the above-stated limit of CAD$100, then the maximum extent of Merogenomics Inc.’s aggregate liability to you will be limited to your fees paid for Merogenomics Inc.’s services to you.

5.3. Exclusions

Some jurisdictions might not allow the exclusion of certain warranties or the limitation of certain liabilities. Accordingly, the extent and duration of such warranties or the limitation of liabilities shall be the minimum, and reduced to the greatest extent permitted by applicable law.

6. Indemnity

You agree to indemnify, defend, and hold harmless Merogenomics Inc., its affiliates, licensors, and any third party information providers from and against any and all claims, damages, losses, costs, actions, or demands, including but not limited to reasonable attorneys' fees, court costs, accounting fees, or other expenses incurred by any third party arising directly or indirectly as result of the following:

1) Your lack of adherence to these Terms of Agreement;

2) Your violation of any law;

3) The action you take based on information presented on the Merogenomics Inc. website (including linked content), or all other content, products, and services offered by Merogenomics Inc. or affiliated and unaffiliated third parties;

4) The action you take based on the direct outcome and data results of delivered services;

5) Your failure to provide accurate information;

6) Your violation of any rights of Merogenomics Inc. or the rights of any other person involved with Merogenomics Inc.;

7) Any other reason as a result of your activity, without limitation, leading to third party legal action against Merogenomics Inc.

In the event of a claim undertaken against Merogenomics Inc. subject to indemnification as described herein, Merogenomics Inc. will send a notice to you about any such proceeding taking place. In such event, you agree and acknowledge that it is your responsibility to assist in defence of Merogenomics Inc., to cooperate with any reasonable requests of Merogenomics Inc. in such defence, and that Merogenomics Inc. has the exclusive right to assume full control of any such defence. You agree that you will not settle or compromise any such claim without prior express written authorization from Merogenomics Inc.

7. Termination of the Terms of Agreement with Merogenomics Inc.

The Terms of Agreement remain in force until their termination by either you or Merogenomics Inc.

You may terminate the Terms of Agreement with Merogenomics Inc. at any time for any reason, provided that your fees for the Merogenomics Inc. services ordered or already rendered are paid in full. You are required to notify Merogenomics Inc. when you desire to stop using services provided by or through Merogenomics Inc.

Due to the research based nature of consulting conducted by Merogenomics Inc., you will not be eligible for refund, reimbursement, or compensation of any kind from Merogenomics Inc. upon your termination of the Terms of Agreement if the delivery of Merogenomics Inc. services has commenced. In the event that Merogenomics Inc. aids the Client in commercial transaction with Service Providers, no refund, reimbursement, or exchange will be available once the delivery of services by Service Providers has commenced.

Merogenomics Inc. reserves the right to terminate the Terms of Agreement with you at any time with immediate effect, in the event that you have breached these Terms of Agreement, exhibit activity that demonstrates your intention to violate these Terms of Agreement, you suspend your payments to Merogenomics Inc., and if such breach is not amended within thirty (30) days after receiving a notification specifying such violation in reasonable detail, or upon prolonged loss of contact (more than 90 days) with you, or as required by law. Merogenomics Inc. will notify the Client of any such termination. Upon forced termination of the Terms of Agreement as described herein, you agree to destroy all content and information obtained from Merogenomics Inc. and all copies thereof, and you acknowledge that you shall be restricted from future use of Merogenomics Inc. services under any name, real or assumed.

The legal agreement between you and Merogenomics Inc. is concluded (expiration of the Terms of Agreement) when the provisions agreed to in the contract have been fulfilled by both parties.

Termination of the Terms of Agreement does not exclude the ability of Merogenomics Inc. to exercise any and all remedies in the Terms of Agreement.

The provisions of these Terms of Agreement concerning Merogenomics Inc. website use, intellectual property rights, Merogenomics Inc. trademarks and copyrights, prohibited activities, limitation of liability and disclaimer of warranties, indemnity, forced termination conditions, jurisdictional issues, and all provisions that logically should survive termination of the Terms of Agreement shall survive the expiration of any such termination or expiration. Events out of Merogenomics Inc.’s control and unforeseen events, such as an act of God, that result in nonperformance of Merogenomics Inc. will not be considered a breach of the Terms of Agreement, and the Client shall be notified within ten (10) days after such unforeseen event of the affected performance and potential delayed deadline(s) of Merogenomics Inc. services.

8. General legal terms

These Terms of Agreement comprise the entire covenant between you and Merogenomics Inc. regarding your use of Merogenomics Inc. services, including the Merogenomics Inc. website, to the fullest extent permissible by law. These Terms of Agreement replaces any previous agreements and/or understandings between you and Merogenomics Inc. in relation to Merogenomics Inc. services, whether written or oral, and no other terms that might have been communicated to you in any manner shall have any force or effect, nor will any conduct between you and Merogenomics Inc. modify these Terms of Agreement, unless modification of the Terms of Agreement is executed in writing by both parties. The Terms of Agreement shall have control over any conflicting conditions in any referenced document. The specific conditions of the Terms of Agreement will not be exclusive but will be cumulative of all other conditions, rights, and remedies listed in the Terms of Agreement. The section headings in the Terms of Agreement are for convenience only and have no legal effect.

Nothing in the Terms of Agreement is intended to create or constitute a joint venture, partnership, agency, trust, or other association of any kind between you and Merogenomics Inc. or persons referred to herein.

The Terms of Agreement and the relationship between you and Merogenomics Inc. shall be governed by the laws of the province of Alberta and the applicable federal laws of Canada without regard to its conflict of law provisions, and you expressly agree to submit to the personal and exclusive jurisdiction of the courts located within the province of Alberta. In the event of a dispute arising between Merogenomics Inc. and the Client, under these Terms of Agreement, the nonprevailing party shall pay all costs including but not limited to reasonable lawyer fees, court costs, accounting fees, or expert witness fees, incurred by the prevailing party in resolving such dispute. The Client agrees to attempt to mediate disputes before filing an action in court. Initiated mediation shall be administered within the Province of Alberta. The results of such mediation shall be binding only upon concurrence of each party, and the mediation costs shall be shared equally by the participating parties. The Client agrees that any claim or cause of action arising out of or related to these Terms of Agreement, regardless of any law to the contrary, must commence within ninety (90) days after such claim or cause of action arises or be forever barred.

Merogenomics Inc. makes no claims and representation that the content and materials provided by Merogenomics Inc. are appropriate and legal for use in all locations worldwide, and you are solely responsible for ensuring that your use of Merogenomics Inc. services is in compliance with your local applicable laws. The failure of Merogenomics Inc. to exercise or enforce any legal right or provision of these Terms of Agreement shall not represent a waiver of such right or provision, and such rights and provisions will remain available to Merogenomics Inc.

If any provision of these Terms of Agreement is found invalid by a court of competent jurisdiction, the invalid provision shall be interpreted, as nearly as possible, to the original intentions of the provision, enforceable to the maximum valid extent, or deemed severable from these Terms of Agreement, without affecting the validity of any remaining provisions of the Terms of Agreement, which shall remain in full force and effect.

These Terms of Agreement may not be assigned by the Client to a third party without written consent of Merogenomics Inc.

The Client represents that it has been given adequate time to read this Terms of Agreement, understands its implications and that it is a binding legal document, and has had the opportunity to seek legal advice/counsel.

9. Contact information

All required notices to Merogenomics Inc. shall be in writing and delivered by certified or registered mail to the address set forth below with a return receipt requested. The date set forth on the return receipt shall be the date that notice is deemed to have been made.

Merogenomics Inc.

10060 Jasper Avenue

Tower 1, Suite 2020

Edmonton, AB

T5J 3R8

Canada

Comments, questions, or concerns regarding these Terms of Agreement and its attached Schedule(s) can be directed to the Merogenomics Inc. using the “Contact” form available on the Merogenomics Inc. website or by email to info@merogenomics.ca. Merogenomics Inc. will make every effort to respond to emails within 48 business hours. Merogenomics Inc. can also be contacted by post mail at the address listed above, or by alternate forms of electronic communication with enhanced security to protect Client data.

If you suspect any person of violating these Terms of Agreement or of misusing Merogenomics Inc. services, please contact the Merogenomics Inc. representative immediately.

Effective Date: July 17, 2020