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Website Legal Terms
and Conditions

Reformulary Group Inc. – Website Legal Terms and Conditions

Last updated: March, 2021

The Reformulary Group website (http://reformulary.com) and the myReformulary™ portal available through the Reformulary Group website (collectively, the “Website”) is operated by Reformulary Group Inc. (“Reformulary Group”, “we”, “us” or “our”). These Terms of Use (these “Terms”) are a legal agreement between Reformulary Group and you (“you” or the “User”) that governs your access and use of the Website. By accessing and using the Website, you are confirming that you are accepting and agreeing to be bound by these Terms.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING AND USING THE WEBSITE AS THESE TERMS SET OUT YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO YOUR ACCESS AND USE OF THE WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS OR USE THE WEBSITE.

Reformulary Group reserves the right to add, remove, modify or otherwise change any part of these Terms at any time without prior notice. Changes will be effective when the changed terms and conditions are posted on the Website or otherwise made available to you. Your access and use of the Website will be subject to the then current version of the Terms at the time of such access or use.

It is your responsibility to consult these Terms from time to time to ensure that you are up to date on any changes which may affect you. Your continued access to, or use of, the Website after the changes to the terms and conditions take effect will constitute your acceptance of such changes. If you do not agree to such changes, you must stop using the Website.

1. OVERVIEW OF THE WEBSITE AND PERMITTED USE

The Website provides you with information about Reformulary Group, our services and products, industry news and other related resources and shall be used solely for personal and non-commercial purposes. Users with personal login credentials to the myReformulary™ portal have access to additional resources and customized materials we make available through the myReformulary™ portal. You may only access and use the Website in accordance with these Terms. You are responsible for ensuring that you are complying with all applicable laws when accessing and using the Website.

When signing up to the myReformulary™ portal, you agree to submit accurate, up-to-date and complete information and promptly update such information should it change. You must keep your myReformulary™ login credentials confidential and must not disclose them to any third party. You are responsible for any and all activities, without limitation, which occur under your myReformulary™ account. You agree to immediately notify Reformulary Group of any unauthorized use of your myReformulary™ login credentials, or any other breach of security known to you or that becomes known to you. If you believe someone has accessed your myReformulary™ account without your authorization, it is your responsibility to inform us and set up a new password. You may be held liable for losses incurred by Reformulary Group or other parties arising from your misuse of your myReformulary™ account and for any unauthorized use or misuse of your myReformulary™ account by someone other than you.

Reformulary Group grants you a limited, personal, revocable, non-exclusive, non-sub licensable, non-transferable licence to access and use the Website for your own internal use according to these Terms. You may also access or download messages, data, information or other materials from the Website or that is otherwise provided by Reformulary Group, provided that such materials are not modified and you retain all copyright and other proprietary notices contained in such materials, and you agree to be fully responsible for any consequences resulting from such use. You may not use, or allow others with access to your myReformulary™ account, to use the Website in any manner or for any purpose other than the purposes permitted by Reformulary Group in these Terms.

You are responsible and may be held liable for any breach of your representations or obligations under these Terms and for the consequences of such breach, including any resulting loss or damage incurred by Reformulary Group or any other party due to your access to, or use of, the Website (including any access or use of the myReformulary™ portal under your login credentials).

You acknowledge and agree that Reformulary Group may investigate any alleged or potential violations of law or these Terms and in doing so, may co-operate with law enforcement authorities. Reformulary Group reserves the right to seek all available remedies for violations of these Terms.

2. USER SUBMISSIONS

Certain features of the Website allow you to contact us with questions, comments and feedback as well as submit information or materials (including your personal information, collectively “User Submissions”) to Reformulary Group. All User Submissions that you upload to the Website or otherwise provide to Reformulary Group will remain your exclusive property.

You represent and warrant that any User Submission you provide to Reformulary Group is provided lawfully and you have the necessary rights, consents and permissions to provide it to us. Except in the case of any inaccuracies caused by Reformulary Group, you will be solely responsible for the accuracy and completeness of any User Submission you provide to Reformulary Group.

As Internet communication is not a secure medium and confidentiality of transmitted information cannot be ensured, User Submissions provided through the Website should not contain any sensitive or confidential information, such as patentable ideas or concepts, advertising or marketing suggestions, prototypes, techniques or any information, written or oral, which you regard as commercially sensitive or valuable. While we value your input, you agree not to submit to us any User Submission you wish to remain confidential.

By providing User Submissions to Reformulary Group, you hereby grant Reformulary Group a worldwide, non-exclusive, royalty-free, sub-licensable and transferable licence to use, reproduce, archive, transmit, publish, create derivative works, cache, and otherwise use the User Submissions in any manner Reformulary Group deems fit in our sole discretion. Reformulary Group shall not be subject to any obligation of confidentiality nor be liable for any use and/or disclosure of such User Submissions. Where User Submissions contain personal information, Reformulary Group will use such personal information in accordance with the Privacy Policy referenced below in Section 5 of these Terms.

Upon the termination of these Terms, Reformulary Group will archive all User Submissions that are then in its possession and which then exist in written form or in machine-readable format and media for such period of time as Reformulary Group determines in its sole discretion or, in the case of personal information, in accordance with the Privacy Policy referenced below in Section 5 of these Terms. Reformulary Group’s data retention policy is to delete and destroy all User Submissions when they are no longer required by Reformulary Group following termination of these Terms.

3. OWNERSHIP OF WEBSITE CONTENT

Any and all information (excluding User Submissions), content, reports, data, databases, graphics, interfaces, designs, web pages, text, images, files, software, services, logos, icons, trade names, audio or video clips, underlying HTML, software codes, meta-tags, trade-marks, service marks, patents, copyrights, trade secrets and other intellectual property rights, whether registered or unregistered anywhere in the world, contained in, associated with or available through the Website (collectively, “Website Content”) including the manner in which the Website Content is presented or appears and all information relating thereto, are the property of Reformulary Group, or used under licence by Reformulary Group, or Reformulary Group is authorized to use or reproduce the Website Content by the holder of all rights thereto.

Your access to, or use of, the Website should not be construed as granting, by implication or otherwise, any licence to use the Website Content without the prior written consent of Reformulary Group.

Website Content is protected by copyright, trademark or other applicable laws. You are hereby authorized to display Website Content on your device in a web browser as part of the expected and ordinary use of the Website. You may not copy or use Website Content in any other manner or for any purpose. In particular, you may not:

  1. modify, sell, reproduce, distribute, retransmit, publish, display, prepare derivative works based on, re-post or otherwise use any of the Website Content or underlying ownership rights or copyrights without the prior written consent of Reformulary Group; or
  2. remove or alter any visible or non-visible identification, marks, notices, or disclaimers.

4. PROHIBITED USES

Except as otherwise permitted under these Terms or expressly permitted by applicable laws, User will not access or use, or permit other persons to access or use, the Website or any portion thereof:

  1. for any purpose that is unlawful, harmful or otherwise objectionable, including but not limited to any conduct that would constitute a criminal offence or incur civil liability, infringe others’ intellectual property or other rights, disclose private or personal matters concerning any person, or otherwise violate any applicable laws or these Terms;
  2. to transmit harmful or offensive communications or material on the Website, such as violent, obscene, discriminatory, defamatory or otherwise illegal communications;
  3. In any manner which could interfere with or disrupt the Website, servers or networks connected to the Website, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, disabling, engaging in “denial of service” attacks, “spamming”, “crashing”, or “mail-bombing” such sites or disobeying any requirements, procedures, policies or regulations of networks connected to such sites;
  4. to upload, e-mail, post, make available, provide access, or otherwise transmit on the Website any material that contains software viruses, worms, “Trojan Horses”, or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment;
  5. to hack or circumvent any system feature including any experimentation, inspection, decrypting, decompiling, disassembling or reverse engineering any portion of the Website for any reason;
  6. to obtain or attempt to obtain any material or information through any means not intentionally made available to you through the Website;
  7. to reverse engineer, modify, copy, distribute, transmit, display, perform, reproduce, licence, transfer, sell or otherwise make available to any third party or create derivative works from or exploit in any way the Website or Website Content;
  8. to use or attempt to use another person’s login information without authorization, attempt to impersonate another person or create or use a false identity on the Website;
  9. to collect, use, store or disclose personal information about other users of the Website; or
  10. violate any applicable local, provincial or federal law and any regulations.

5. PERSONAL INFORMATION

Reformulary Group’s collection, use, storage, disclosure and retention of your personal information in connection with your use of the Website shall be governed by our Website Privacy Policy (the “Privacy Policy”). By using the Website or otherwise providing us with your personal information, you acknowledge that you have reviewed the Privacy Policy and consent to Reformulary Group’s collection, storage, use, disclosure and retention of your personal information in accordance with the Privacy Policy.

6. NO WARRANTIES

Statements and information on the Website about us, our services, products or industry related materials are provided for information purposes only and do not constitute representations, warranties or conditions, express or implied, statutory or otherwise concerning us, our services or products. All features, content, specifications, services and products described or depicted on the Website are subject to change at any time without notice. The inclusion of any services or products on the Website at a particular time does not imply or warrant that these services or products will be available at any time.

Your use of the Website and any reliance you may place on statements and information on the Website is at your sole risk.

7. RIGHT TO MODIFY

Reformulary Group reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any part of the Website or Website Content and to restrict or prohibit access to the Website, without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website or parts thereof. Reformulary Group reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Website or Website Content at any time without notice, but confirms that it has no obligation to do so.

8. THIRD PARTY HYPERLINKS

The Website, e-mails or other messages or information we may send or make available to you may contain hyperlinks to websites operated by parties other than Reformulary Group. These hyperlinks do not imply any endorsement by Reformulary Group of or any affiliation with or endorsement by Reformulary Group of the hyperlinked website. Reformulary Group has no control over third party websites and accept no responsibility for any content, material, information, product or service contained in such third party websites. Your access and use of third party websites, including any information, material, products and services therein, is solely at your own risk. Please review the terms, conditions and privacy policies of any website you access.

9. TERMINATION

These Terms are effective until terminated or replaced by Reformulary Group, with or without cause, in our sole and exclusive discretion. Reformulary Group shall not be liable to User or to any third party in any way for such actions.

Reformulary Group reserves the right to terminate or suspend User’s access and use of the Website or any portion thereof at any time in the event of User’s breach of these Terms or for any other reason. Any such termination by Reformulary Group shall be in addition and without prejudice to such rights and remedies as may be available to Reformulary Group, including injunction and other civil or equitable remedies or relief.

If these Terms or User’s permission to access or use the Website are terminated for any reason, then these Terms will nevertheless continue to apply and be binding upon User, in respect of prior access to, or use of, the Website and anything connected with, relating to or arising therefrom.

10. DISCLAIMER

THE WEBSITE AND WEBSITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THERE ARE NO, AND REFORMULARY GROUP DISCLAIMS ANY, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY NATURE OR KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THERE ARE NO, AND REFORMULARY GROUP DISCLAIMS ALL, EXPRESS, IMPLIED, STATUTORY OR OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, SERVICE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. REFORMULARY GROUP MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SECURITY, PRIVACY, RELIABILITY, AVAILABILITY, TIMELINESS, CORRECTNESS OR ACCURACY OF THE WEBSITE, WEBSITE CONTENT OR WEBSITE’S SUITABILITY FOR ANY PURPOSE WHATSOEVER.

11. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), AS A RESULT OF BREACH OF WARRANTY, STRICT LIABILITY, INDEMNITY OR UNDER ANY OTHER THEORY OF LIABILITY WHATSOEVER, SHALL REFORMULARY GROUP, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS OR SERVICE PROVIDERS (COLLECTIVELY, THE “REFORMULARY GROUP PARTIES”) BE LIABLE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY LOSSES OR DAMAGES, OF ANY NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM OR IN CONNECTION WITH:

  1. YOUR ACCESS TO OR ANY USE OF OR RELIANCE MADE ON THE WEBSITE OR WEBSITE CONTENT;
  2. YOUR INABILITY TO ACCESS OR USE THE WEBSITE OR WEBSITE CONTENT;
  3. ANY INFORMATION PROVIDED IN RELATION TO THE WEBSITE (INCLUDING THROUGH OTHER WEBSITES LINKED OR LINKING TO THE WEBSITE); OR
  4. ANY DELIVERY, HOSTING OR ANCILLARY SERVICES OR FACILITIES OF THIRD PARTY PROVIDERS USED BY REFORMULARY GROUP;

EVEN IF REFORMULARY GROUP PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

12. INDEMNITY

You hereby agree to indemnify, defend and hold harmless the Reformulary Group Parties from and against any claims, losses, judgments, damages, costs and expenses (including, without limitation, reasonable legal fees), incurred by any of the foregoing parties due to or resulting from (i) access or use of the Website by you or other persons using your login credentials to the myReformularyTM portal (including User Submissions provided through the Website); or (ii) violation of these Terms or any applicable laws by you or any such persons. You will assist and co-operate as fully as reasonably required by the Reformulary Group Parties in the defense of any such claim or demand.

13. NO WAIVER

Reformulary Group will not be considered to have waived any of its rights or remedies described in these Terms, unless the waiver is in writing and signed by us. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Our failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms.

14. GOVERNING LAW

Reformulary Group operates the Website from its offices in the province of Ontario, Canada. All matters relating to access to, or use of, the Website shall be governed by the laws of the province of Ontario and the laws of Canada applicable therein.

Any dispute between Reformulary Group and User arising from, connected with, or relating to the Website, Website Content, these Terms, or any related matters must be resolved exclusively before the courts of Ontario, Canada, and User irrevocably submits and consents to the exclusive jurisdiction of those courts in respect of all such disputes. Reformulary Group and User hereby waive a jury trial in any action, proceeding or claim arising from or in connection to these Terms, except where prohibited by applicable laws.

15. ENTIRE AGREEMENT

These Terms and the Privacy Policy referred to in Section 5 of these Terms constitute the entire agreement between Reformulary Group and User relating to the Website made available to User and supersede any prior understandings or agreements (whether oral or written), claims, representations, and understandings of the parties with respect to such subject matter. These Terms may not be amended or modified except in writing or by making such amendments or modifications available or giving notice of them on the Website.

16. SEVERABILITY

If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, or otherwise is invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, with the other provisions of these Terms remaining in full force and effect.

17. SURVIVAL

The provisions of Sections 2 (User Submissions), 3 (Ownership of Website Content), 5 (Personal Information), 6 (No Warranties), 8 (Third Party Hyperlinks), 9 (Termination), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnity), 14 (Governing Law), 15 (Entire Agreement), 17 (Survival) and 19 (Interpretation) shall remain in full force and effect after the termination or expiry of these Terms.

18. ASSIGNMENT

User may not assign or otherwise transfer its rights, duties or obligations under these Terms.

19. INTERPRETATION

In these Terms, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided:

  1. a reference to any applicable law is to that applicable law as now enacted or as the same may from time to time be amended, re-enacted or replaced;
  2. the term “provision” includes terms, conditions, covenants, agreements, representations, warranties and other provisions;
  3. words or abbreviations that have well known technical, industry or trade meanings are used herein in accordance with their recognized meanings;
  4. where the word “including” or “includes” is used in these Terms, it means “including (or includes) without limitation”; and
  5. words importing the singular include the plural and vice versa and words importing gender include all genders.

20. LANGUAGE

English will be the language of the Website and these Terms, and all contents, information and communication in connection with the Website, and the parties waive any right to use and rely upon any other language or translations. Il est de la volonté explicite des parties que le présent Website et toutes les affairs qui s'y rapportent soient rédigés en langue anglaise, exception faite des documents pour lesquels la loi exige l'usage exclusif du français.

21. CONTACT US

If you have any questions or would like to report violations of these Terms, please contact us at:

PrivacyOfficer@reformulary.com or by mail at 55 York Street, Suite 1400, Toronto, ON M5J 1R7.