Terms of Service

1. Acceptance of these Terms

These Terms of Service (the "Terms") form a legally binding agreement between you ("you" or "User") and Garde Bioscience Inc. ("Garde Bioscience Inc.", "we", "our", or "us"). By accessing, registering for, or using the Garde Bioscience Inc. website and related services (collectively, the "Service"), you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Service.

If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, in which case "you" refers to that organization.

2. Eligibility and Accounts

You must be at least the age of majority in your province or territory of residence to use the Service. By using the Service, you confirm that you meet this requirement and that you are not barred from receiving services under the laws of Canada or the laws of British Columbia.

You are responsible for maintaining the confidentiality of any credentials issued to you, for all activity that occurs under your account, and for promptly notifying us of any suspected unauthorized access. We may suspend or terminate accounts that we reasonably believe are being used in violation of these Terms or applicable law.

3. The Service

Garde Bioscience Inc. provides the Garde Bioscience Inc. website and related services (collectively, the "Service") subject to these Terms and any additional documentation, ordering documents, or feature-specific terms presented to you. We may modify, suspend, or discontinue any portion of the Service at any time, and will use commercially reasonable efforts to give you advance notice of material changes that adversely affect paid features.

The Service is intended to support scientific, research, and operational workflows. It is not intended for use in clinical decision-making, diagnosis, or any application that requires regulatory clearance unless we have expressly agreed in a separate written agreement that the Service may be used for such purposes.

4. Acceptable Use

You agree not to, and not to permit any third party to:

• use the Service in violation of any applicable law, regulation, or third-party right;
• upload, transmit, or store any content that is unlawful, infringing, defamatory, or that contains malicious code;
• attempt to gain unauthorized access to the Service, other accounts, or any related systems or networks;
• reverse engineer, decompile, or otherwise attempt to derive the source code of the Service, except to the extent that this restriction is prohibited by applicable law;
• use the Service to develop a competing product, or to benchmark the Service for the purpose of public disclosure, without our prior written consent; or
• interfere with or disrupt the integrity or performance of the Service, including by introducing automated agents that exceed reasonable usage limits.

5. Intellectual Property

5.1 Our Intellectual Property

As between you and Garde Bioscience Inc., we and our licensors own all right, title, and interest in and to the Service, including all software, models, algorithms, interfaces, documentation, trademarks, logos, and other materials made available through the Service, and any improvements, modifications, or derivative works thereof (collectively, "Garde Bioscience IP"). Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your internal business or research purposes during the term of these Terms.

No rights are granted to you other than as expressly set out in these Terms. All rights not expressly granted are reserved by Garde Bioscience Inc. and its licensors. The trademarks, service marks, and logos used and displayed on the Service are registered or unregistered trademarks of Garde Bioscience Inc. or third parties; nothing in these Terms grants any licence to use them.

5.2 User Content

"User Content" means any data, files, text, images, results, or other materials that you or your authorized users submit to, upload to, or generate using the Service. As between you and Garde Bioscience Inc., you retain all right, title, and interest in and to your User Content, including all intellectual property rights.

You grant Garde Bioscience Inc. a worldwide, royalty-free, non-exclusive, sublicensable licence to host, copy, transmit, display, process, and otherwise use your User Content solely as necessary to (a) operate, maintain, and provide the Service to you; (b) perform our obligations and exercise our rights under these Terms; (c) prevent or address technical, security, or legal issues; and (d) comply with applicable law or valid legal process.

You represent and warrant that (i) you own or have all rights, consents, and permissions necessary to submit your User Content and to grant the licence above, and (ii) your User Content, and our use of it as permitted by these Terms, will not infringe, misappropriate, or violate the rights of any third party or any applicable law.

5.3 Feedback

If you provide Garde Bioscience Inc. with suggestions, recommendations, or other feedback regarding the Service ("Feedback"), you grant Garde Bioscience Inc. a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable licence to use, reproduce, modify, and exploit such Feedback for any purpose, without obligation or compensation to you.

5.4 Aggregated and De-identified Data

Garde Bioscience Inc. may generate aggregated and de-identified data derived from your use of the Service that does not identify you or any individual ("Aggregated Data"). Garde Bioscience owns all Aggregated Data and may use it for any lawful business purpose, including to operate, improve, and develop our products and services, provided that we do not publicly disclose Aggregated Data in a manner that identifies you.

6. Confidentiality

Each party may receive information that is confidential or proprietary to the other ("Confidential Information"). The receiving party will use Confidential Information solely to perform its obligations or exercise its rights under these Terms, will protect it using at least the same degree of care it uses for its own confidential information of like importance (and in no event less than reasonable care), and will not disclose it to any third party except to its personnel and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this section.

7. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL GARDE BIOSCIENCE IP ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. GARDE BIOSCIENCE INC. AND ITS LICENSORS EXPRESSLY DISCLAIM ALL IMPLIED OR STATUTORY WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.

GARDE BIOSCIENCE INC. DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE, COMPLETE, OR RELIABLE. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE FITNESS OF THE SERVICE FOR YOUR INTENDED PURPOSE AND FOR INDEPENDENTLY VERIFYING ANY OUTPUTS BEFORE RELYING ON THEM.

Some jurisdictions do not allow the exclusion of certain warranties or conditions; in such jurisdictions, the foregoing exclusions apply only to the maximum extent permitted by law, and any non-excludable warranties or conditions are limited in duration and remedy to the minimum permitted by law.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GARDE BIOSCIENCE INC., ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL AGGREGATE LIABILITY OF GARDE BIOSCIENCE INC. AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO GARDE BIOSCIENCE INC. FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100). THE FOREGOING LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be limited.

9. Indemnification

You will defend, indemnify, and hold harmless Garde Bioscience Inc., its affiliates, and its and their respective directors, officers, employees, and agents from and against any third-party claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to (a) your User Content; (b) your use of the Service in breach of these Terms or applicable law; or (c) your infringement, misappropriation, or violation of any intellectual property, privacy, or other right of any third party.

10. Term and Termination

These Terms apply for as long as you access or use the Service. You may stop using the Service at any time. We may suspend or terminate your access to the Service, with or without notice, if we reasonably believe that you have breached these Terms, that continued access creates a security or legal risk, or that termination is required to comply with applicable law.

Sections that by their nature should survive termination, including provisions on intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution, will survive termination of these Terms.

11. Governing Law and Dispute Resolution

These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by and will be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in that province, without regard to its conflict of laws rules.

The parties will first attempt in good faith to resolve any dispute arising out of or relating to these Terms or the Service through informal negotiations. If a dispute cannot be resolved within thirty (30) days of written notice from one party to the other, either party may submit the dispute to confidential, binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules. The seat of arbitration will be the City of Vancouver, British Columbia, the language will be English, and the tribunal will consist of a single arbitrator.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction in British Columbia to protect its intellectual property or Confidential Information. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

12. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable advance notice, for example by posting an updated version with a new effective date or by sending notice to the email address associated with your account. Your continued use of the Service after the effective date of the updated Terms constitutes acceptance of the changes.

13. General

These Terms, together with the Privacy Policy and any ordering documents or feature-specific terms, constitute the entire agreement between you and Garde Bioscience Inc. regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings on that subject. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable. No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party. You may not assign these Terms without our prior written consent; we may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets. Any notice to Garde Bioscience Inc. must be sent to hello@garde.bio; notices to you will be sent to the contact information associated with your account.

The parties have expressly required that these Terms and all related documents be drawn up in the English language. Les parties ont expressément exigé que les présentes Conditions et tous les documents qui s'y rapportent soient rédigés en anglais.

14. Contact

Questions about these Terms can be directed to Garde Bioscience Inc. at hello@garde.bio.