Terms of Use for Nutrigenomix Services
General Terms
1. Nutrigenomix is a University of Toronto start-up biotechnology company that provides genetic test kits, genotyping and customized reports for personalized nutrition to health and wellness clinics with healthcare professionals (the “Nutrigenomix Service”).
2. Nutrigenomix provides its test kits only through healthcare professionals working in private practice or as part of a wellness or health clinic (the “Healthcare professional” or “Clinic”). By agreeing to provide the Nutrigenomix Service the Healthcare professional, or Clinic on behalf of its healthcare professionals, warrant that you are a healthcare professional (e.g. dietitian, physician) appropriately accredited and in good standing.
3. The Nutrigenomix Service is for information purposes only, and is not a substitute for medical advice, diagnosis or treatment. Healthcare professionals and Clinics are expected to adhere to all applicable laws and professional rules and regulations concerning the provision of nutritional advice. The Nutrigenomix test kit is not a diagnostic test.
Purchase of Service
4. The Healthcare professional or Clinic will purchase the Service from Nutrigenomix at the price listed on the Nutrigenomix website (plus taxes where applicable). The price and currency varies depending on the region.
5. The Service can be sold to clients/patients as part of a package that includes the healthcare professional's counseling time, which should total approximately 30 minutes. Packages may vary in price depending on the level of service and need for follow-up consultations. It is the responsibility of the Healthcare professional or Clinic to ensure clients/patients are properly invoiced for the Service and related counseling services based on the client/patient's extended healthcare plan.
6. Within Canada, the US, the UK and Australia, Nutrigenomix will be responsible for the cost of shipping the test kits to the Healthcare professional or Clinic, as well as the return shipping cost of the samples to our laboratory. The Healthcare professional or Clinic may be responsible for shipping and duty charges from other regions.
7. The cost of the starter package includes a supply of test kits, client/patient brochures, sample personalized nutrition reports and comprehensive training guides.
8. Payment for test kits that are used will be made through the Healthcare professional's or Clinic's shopping cart that is accessible once the user is logged in. Payment can be made by credit card. An invoice may be requested instead at checkout if the Healthcare professional or Clinic prefers to pay by cheque or bank transfer (available only in certain regions). Payment of all invoices is due upon receipt. All sales are final.
Promotion of Service
9. Nutrigenomix will provide the Healthcare professional or Clinic free of charge with marketing materials.
10. The Healthcare professional and Clinic may market the Service to its existing and prospective clients/patients. In such case, the Healthcare professional or Clinic must seek the advanced approval of Nutrigenomix for any use of the Nutrigenomix name or logo, as well as for the wording of any reference to Nutrigenomix, in the marketing materials. The Healthcare professional or Clinic will be responsible for funding the development of any customized marketing materials it uses to promote the Service to its clients/patients.
Training and Support
11. Nutrigenomix will provide each Healthcare professional with training materials on how to administer, process and interpret the results of the Nutrigenomix test. Where requested, Nutrigenomix will provide additional up-front training and support.
12. Nutrigenomix will continue to provide support for a Clinic's Healthcare professional via email, telephone and through its website after training.
13. The Healthcare professional or Clinic will receive educational, marketing or promotional material from time to time, but can unsubscribe from the email list at any time by following the unsubscribe link or by emailing [email protected].
14. The Healthcare professional or Clinic will facilitate the administration of the Service and interpret results from the Nutrigenomix test for all clients/patients with the appropriate level of care and skill expected of the Healthcare professional's profession and in a manner consistent with any advice, training, support or guidelines provided by Nutrigenomix.
15. Clinics will ensure that only Healthcare professionals who have received training by Nutrigenomix will carry out the counseling activities described above.
Privacy and Client/Patient Confidentiality
16. Nutrigenomix will maintain a secure and private online site for the storage of client/patient test results and related information.
17. Nutrigenomix will provide secure access to its site to the Healthcare professional and/or Clinics.
18. The Healthcare professional or Clinic will receive a unique username and password to access the Nutrigenomix website and/or any other website related services such as our client/patient API. The Healthcare professional or Clinic is responsible for ensuring that this information is kept confidential, and that only authorized employees are permitted to access the site.
19. Healthcare professional and Clinics will comply with the Nutrigenomix privacy policy regarding client/patient information and all other applicable laws in this regard.
Termination
20. Nutrigenomix may terminate provision of the service to a Healthcare professional or Clinic at any time and at its sole discretion for failure to adhere to these terms of use or for any other reason. Upon termination, you agree to return all materials and supplies or replace them at your own expense.
Disclaimer of Warranties
21. The Nutrigenomix Service, including all test kits, genotyping services, reports (including any suggestions, recommendations or references to third-party products or supplements contained therein), and all related materials, information and content, are provided for information purposes only and are provided without any representations or warranties of any kind, whether express, implied, statutory or otherwise. To the fullest extent permitted by applicable law, Nutrigenomix expressly disclaims all representations and warranties, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, reliability, compatibility, or arising from any course of dealing or usage of trade. Without limiting the generality of the foregoing, Nutrigenomix does not represent or warrant that: (a) the Nutrigenomix Service, test kits, reports or any information, suggestions or recommendations contained therein will be accurate, complete, current, reliable, or error-free; (b) the results obtained from the use of, or reliance upon, any Nutrigenomix Service will meet the Healthcare professional's or Clinic's requirements or expectations; or (c) any suggestions, recommendations or references to third-party products or supplements contained in any report will be suitable, effective or appropriate for any particular client/patient or individual.
Reports
22. The Healthcare professional and/or Clinic acknowledge and agree that all reports generated by Nutrigenomix in connection with or as part of any Nutrigenomix Service, including any suggestions, recommendations or references to supplements or other products contained therein, are provided strictly for general informational and educational purposes only and do not constitute medical advice, diagnosis, treatment recommendations, dietary prescriptions or professional opinions of any kind.
23. The Healthcare professional and/or Clinic acknowledge and agree that: (a) such reports are intended solely to assist healthcare professionals in their independent professional assessment and are not a substitute for the Healthcare professional's or Clinic's own clinical judgment, expertise, training and knowledge of the client/patient's individual circumstances, medical history, allergies, contraindications, concurrent medications or treatments, and overall health status; (b) the Healthcare professional and/or Clinic bears sole responsibility for determining how to use, interpret, apply and act upon any information, data, suggestions or recommendations contained in such reports, including any decision to recommend or prescribe any supplement or product referenced therein to a client/patient; (c) any reliance by the Healthcare professional, Clinic, client/patient or any other person on the such reports or any information, suggestions or recommendations contained therein is entirely at the Healthcare professional's or Clinic's own risk; (d) the Healthcare professional and/or Clinic is solely responsible for exercising independent professional judgment in reviewing such reports and for making all clinical and dietary decisions regarding their clients/patients; and (e) Nutrigenomix is not responsible for any decision by a Healthcare professional, Clinic, client/patient or any other person to use, rely upon, act upon or disregard any information, suggestion or recommendation contained in any such reports. Without limiting the generality of the foregoing, the Healthcare professional and/or Clinic acknowledge and agree that any references to third-party products or supplements contained in such reports are included for informational purposes only and do not constitute an endorsement, recommendation or guarantee by Nutrigenomix of the safety, efficacy, quality, suitability or appropriateness of any such product or supplement for any particular client/patient or individual. The Healthcare professional and/or Clinic is solely responsible for independently evaluating the suitability and appropriateness of any such product or supplement for their clients/patients, including considering potential interactions, contraindications, allergies and the client/patient's overall health status.
Limitation of Liability & Indemnification
24. To the maximum extent permitted by applicable law: (a) in no event shall Nutrigenomix, its directors, officers, employees, agents, consultants, affiliates, licensors, suppliers, partners, successors or assigns (collectively, the "Nutrigenomix Parties") be liable to the Healthcare professional, Clinic, any client/patient or any other person for any indirect, incidental, special, consequential, punitive or exemplary damages arising out of or in connection with the Nutrigenomix Service, the test kits, the reports, any information, suggestions or recommendations contained therein, or these general terms, regardless of the cause of action or the theory of liability (whether in contract, tort, negligence, strict liability, breach of statutory duty or otherwise), and regardless of whether Nutrigenomix has been advised of the possibility of such damages; and (b) the total aggregate liability of the Nutrigenomix Parties arising out of or in connection with the Nutrigenomix Service, the test kits, the reports, any information, suggestions or recommendations contained therein, or these general terms, regardless of the cause of action or the theory of liability (whether in contract, tort, negligence, strict liability, breach of statutory duty or otherwise), shall not exceed the price paid for the specific Nutrigenomix Service, including, as the case may be, the specific test kit and related report, giving rise to the applicable claim.
25. Nutrigenomix shall have no liability whatsoever in respect of any third-party products or supplements that may be referenced, suggested or recommended in any report forming part of the Nutrigenomix Service. The Healthcare professional and/or Clinic acknowledge and assume all risks associated with the use of the Nutrigenomix Service, the test kits and the reports, including any reliance on the information, suggestions or recommendations contained therein, and agree that Nutrigenomix shall not be liable for any loss, damage, injury, claim or liability arising from or in connection with such use or reliance.
26. The Healthcare professional and/or Clinic agree to indemnify, defend and hold harmless the Nutrigenomix Parties from and against any and all claims, actions, proceedings, demands, damages, losses, liabilities, judgments, settlements, costs and expenses (including reasonable legal fees and disbursements) arising out of or in connection with: (a) the Healthcare professional's or Clinic's use of or reliance upon the Nutrigenomix Service, test kits, reports or any information, suggestions or recommendations contained therein, including any claim by or on behalf of a client/patient of the Healthcare professional or Clinic; (b) any decision by the Healthcare professional or Clinic to recommend, prescribe or administer any product, supplement, dietary advice or treatment to a client/patient based in whole or in part on the Nutrigenomix Service, test kits, reports or any information, suggestions or recommendations contained therein; and/or (c) the Healthcare professional's or Clinic's breach of these general terms or violation of any applicable law, regulation, professional rule or standard of care. Nutrigenomix reserves the right to assume the exclusive defence and control of any matter subject to indemnification by the Healthcare professional and/or Clinic, in which event the Healthcare professional and/or Clinic shall cooperate fully with Nutrigenomix in asserting any available defences.
