Terms of Use

Last Updated: May 27, 2024

These Website Terms of Use, together with any documents and/or additional terms they expressly incorporate by reference, (collectively, these “Terms of Use”) govern your access to and use of, including any content, functionality, and services offered on or through https://www.onberry.com/metronomis (the “Website”) and constitute a legal agreement entered into by and between you and OnBerry Health Inc. ("Company," "we," "us," "our").

Acceptance of Terms of Use

By using the Website, you accept and agree to be bound by and comply with these Terms of Use. If you do not agree to these Terms of Use, you must not access or use the Website.

By using the Website, you represent and warrant that you are of the legal age of majority under applicable law, to form a binding contract with the Company. If you are not the legal age of majority under applicable law, you must not access or use the Website.

Modifications to these Terms of Use

We may revise these Terms of Use from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Website. You agree to periodically review these Terms of Use in order to be aware of any such modifications and your continued use shall be your acceptance of these Terms of Use.

The information and material on this Website may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Website is restricted to users or unavailable at any time or for any period.

Privacy Policy

By submitting any personal information and using the Website, you consent to the collection, use, processing, handling, reproduction, hosting, transmission, and disclosure of such personal information in accordance with our Privacy Policy, found at https://www.onberry.com/privacy-policy, as we deem necessary for your use of the Website and provision of services.

We use commercially reasonable physical, electronic, and procedural safeguards designed to protect your personal information, against loss or unauthorized access, use, modification, or deletion, including by operating secure data networks protected by industry standard firewall and password protection systems. Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee its security.

By using this Website you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze website use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Website may not function adequately. Check the “Help” menu of your browser to learn how to change your cookie preferences.

Access to the Website

You are responsible for obtaining your own access to the Website. The Website, including content or areas of the Website, may require user registration. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.

Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to the Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.

Intellectual Property Rights and Ownership

You understand and agree that the Website and its entire contents, features, and functionality, including all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including copyright, trademark, patent, trade secret, and any other proprietary rights.

The Company name and all related names, logos, product and service names, designs, images, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on the Website are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

You may only use the Website for your personal and non-commercial use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Website. You are not permitted to modify copies of any materials from the Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website.

You have no right, title, or interest in or to the Website or to any content on the Website, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

Website Standards

As a condition of your access to and use of the Website, you agree that you may use the Website only for lawful purposes and in accordance with these Terms of Use.

The following standards apply to your use of the Website and any and all content, material, and information you submit, post or transmit (collectively, "submit") to the Website (collectively, "Submissions"). You represent, warrant and agree that your use of the Website and any Submissions will not:

• violate any applicable federal, provincial, local, or international law or regulation including any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use;
• violate the terms of use of any third-party website that is linked to the Website;
• involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations or code;
• involve, provide, or contribute any false, inaccurate or misleading information;
• involve any attempt to impersonate the Company, another user, or any other person or entity (including by using email addresses or screen names associated with any of the foregoing);
• involve transmitting, or procuring the sending of, any advertisements or promotions sales, or encourage any other commercial activities, including, without limitation, any "spam", "junk mail", "chain letter", contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
• encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability;
• include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Company's sole discretion;
• involve attempting to circumvent or violate the security of the Website, including: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Website owner's ability to monitor the Website; (f) using any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (i) otherwise attempting to interfere with the proper working of the Website; or
• promote any illegal activity, or advocate, promote or assist any unlawful act.

None of the Submissions you submit to the Website will be subject to any confidentiality by the Company. By providing any Submission to the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any Submission.

By submitting the Submissions, you represent and warrant that you own or have the necessary rights to submit the Submissions and have the right to grant the licence hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns to the Submissions and comply with these Terms of Use. You represent and warrant that all Submissions comply with applicable laws and regulations and the requirements set out in these Terms of Use.

You understand and agree that you are fully responsible for any Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any Submissions submitted by you or any other user of the Website.

Site Monitoring and Enforcement, Suspension, and Termination

The Company has the right, without provision of notice to:

• terminate or suspend your access to all or part of the Website for any or no reason, including any violation of these Terms of Use; and
• take appropriate legal action, including referral to and cooperation with law enforcement or regulatory authorities, where the Company suspects any illegal or unauthorized activity related to use of the Website.

You waive and hold harmless the Company and its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors and assigns (the “Company Representatives”) from any and all claims resulting from any action taken by the Company or the Company Representatives relating to any, investigations by either the Company, the Company Representatives or by law enforcement authorities.

Third-Party Websites

For your convenience, the Website may include links to third-party websites. We make no representations about any third-party websites that may be accessed from the Website. If you choose to access any such third-party websites, you do so at your own risk and your use of such third-party website will be governed by the terms and conditions, including privacy policies, of such third-party websites. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them.

You must not establish a link to our Website in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. Our Website must not be framed on any other site, nor may you create a link to any part of our Website other than the homepage. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with our requirements. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

Online Purchases

All orders, purchases or transactions for the sale of goods, services, or information made using this Website are subject to the applicable Terms of Service, which are incorporated into these Terms of Use.

Additional terms and conditions may be applicable to parts or features of this Website and are hereby incorporated by reference into these Terms of Use.

Disclaimer of Warranties

You understand and agree that your use of the Website, its content and any services or items found or attained through the Website is at your own risk. The Website, its content and any services or items found or attained through the Website are provided on an "as is" and "as available" basis, without any warranties or conditions of any kind, either express or implied including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.  The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

Neither the Company nor the Company Representatives make any representation, warranty or endorsement with respect to the completeness, security, reliability, suitability, accuracy, currency, or availability of the Website or its contents, or that the Website or its contents or any services or items attained through the Website will meet your requirements. Without limiting the foregoing, neither the Company nor the Company Representatives represent or warrant that the Website, or its contents or any services or items attained through the Website, are or will be uninterrupted, accurate, reliable, error-free, that defects will be corrected, or that the Website or the server that makes it available are free of viruses or other harmful components.

We cannot and do not guarantee or warrant that files or data available for downloading from the internet or the Website will be free of viruses or other destructive code. You are solely and entirely responsible for your use of the Website and your computer, internet, and data security. To the fullest extent provided by law, we will not be liable for any loss or damage caused by viruses, denial of service attack, overloading, crashing, or other harmful components or material that may infect your devices, data or other proprietary material resulting from your use of the Website or any services or items found or attained through the Website, or your downloading of any material posted on the Website or on any website linked to it.

Limitation of Liability

Except where such exclusions are prohibited by law, under no circumstance will the Company nor the Company Representatives be liable for negligence, gross negligence, negligent misrepresentation, fundamental breach, damages of any kind, under any legal theory, including any direct, indirect, special, incidental, consequential, or punitive damages, including personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort, breach of contract, breach of privacy, or otherwise, even if the party was allegedly advised or had reason to know, arising out of or in connection with your use, or inability to use, or reliance on, the Website, any linked websites or such other third-party websites, nor any website content, materials, services, posting, or information thereon. In no event will the Company’s aggregate liability arising out of or related to these Terms of Use exceed $50.00.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company and the Company Representatives from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms of Use or your use of the Website.

Governing Law and Dispute Resolution

The owner of the Website is based in British Columbia, Canada. We provide this Website for use by persons located in British Columbia, Canada. This Website is not intended for use in any jurisdiction where its use is not permitted. If you access the Website from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

The Website and these Terms of Use will be governed by and construed in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of Province of British Columbia or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.  

A dispute or claim arising out of or relating to the Website or these Terms of Use (a “Claim”) that is not settled by agreement between the parties within a reasonable period of time will be settled exclusively by binding arbitration by a single arbitrator. The location of the arbitration will be Vancouver, British Columbia. The language used in the arbitral proceeding will be English. The arbitration will be governed by the Arbitration Act (British Columbia) and administered by the Vancouver International Arbitration Centre under its Domestic Arbitration Rules (the “Rules”). The arbitrator will be selected and the arbitration will be conducted in accordance with the Rules, except that the provisions of these Terms of Use will prevail over the Rules. There will be no authority for any Claims to be arbitrated on a class or representative basis, and the arbitrator may not consolidate or join the Claims of other persons or parties who may be similarly situated. The dispute resolution process will be conducted on a private and confidential basis and all information exchanged and disclosed during the course of the dispute resolution process will be used only for the purposes of the dispute resolution process. The parties will share equally in the fees and expenses of the arbitrator and the cost of the facilities used for the arbitration hearing, but will otherwise each bear their respective costs incurred in connection with the arbitration. Depositions will not be allowed, but information may be exchanged by other means. The parties will use all reasonable efforts to ensure that an arbitrator is selected promptly and that the arbitration hearing is conducted no later than one month after the arbitrator is selected. Following the arbitration hearing, the arbitrator will issue an award and a separate written decision which contains the reasoning behind the award and the legal basis for the award. The arbitrator will not: (a) award damages excluded by these Terms of Use; (b) award damages in excess of the amount, if any, limited by these Terms of Use; or (c) require one party to pay another party’s costs, fees, attorney’s fees or expenses, unless these Terms of Use otherwise permit a party to recover such costs, fees, attorney’s fees or expenses (whether as part of a loss or otherwise). The award of the arbitrator will be final and binding on each party. Judgement upon the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party has the right to seek preliminary or temporary injunctive relief from a court if, in that party’s sole judgment, such action is necessary to avoid irreparable harm or to preserve the status quo.

Waiver

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms of Use operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Severability

If any provision of these Terms of Use is ruled by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other relevant jurisdiction.

Entire Agreement

These Terms of Use constitute the entire agreement between you and OnBerry Health Inc., regarding the Website and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Contact

All feedback, comments, requests, and other communications relating to the Website or these Terms of Use should be directed to the following:

OnBerry Health Inc.

Attn: Terms of Use / Site Inquiry

Address: 300-1788 West Broadway, Vancouver BC V6J 1Y1

Email: support@onberry.com