TERMS AND CONDITIONS FOR THE ONLINE SALE OF GOODS AND SERVICES

1. This document contains very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. Please read it carefully.

These terms require the use of arbitration to resolve disputes, rather than recourse to the judicial system.

By placing an order for products or services from this website, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these terms and conditions.

You may not order or obtain products or services from this website if you: (i) do not agree to these terms and conditions; (ii) are not the age of majority in your province or territory of residence; or (iii) are prohibited from accessing or using this website or any of this website’s contents, products or services by applicable law.

These terms and conditions (these “Terms“) apply to the purchase and sale of products and services through www.medulingo.com (the “Site“). These Terms are subject to change by 14675576 Canada Ltd. doing business as MedULingo and/or www.medulingo.com, their affiliates and related entities (referred to as “us“, “we“, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the “Last Updated Date” referenced on this Site. You should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms and Conditions of Use that apply generally to the use of our Site. You should also carefully review our Website Privacy Policy before placing an order for products or services through this Site see Section 9.

2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

3. Prices and Payment Terms.

(a) All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include any applicable taxes or charges for shipping and 2 of 6 handling. All such taxes and charges will be added to your total price and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

(b) Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept approved credit cards and other payment methods as may be indicated on the Site for all purchases. You represent and warrant that: (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honoured by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.

4. Shipments; Delivery; Title and Risk of Loss.

(a) We will arrange for shipment of the products to you, if applicable. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges unless otherwise specified in the order confirmation.

(b) Title and risk of loss pass to you upon our transfer of the products to the carrier/delivery, where applicable. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

5. Returns and Refunds. All products purchased on our Site and delivered digitally or online are non-returnable. Except for any products designated in these Terms or on the Site as nonreturnable, we will accept a return of products purchased on the Site for which a tangible and physical form was delivered on purchase for a refund of your purchase price. The refund shall be less the original shipping and handling costs, provided such return is made within seven (7) business days of shipment/delivery with valid proof of purchase and provided such products are returned in their original condition. To return products, you must email our Returns Department at the contact information listed on the Site to obtain instructions for the return which may include receiving a Return Merchandise Authorization (“RMA”) number before shipping your product. No returns of any type will be accepted without an RMA number except otherwise advised.

You are responsible for all shipping and handling charges on returned items, unless otherwise specified. You bear the risk of loss during shipment. All returns are subject to a Ten percent 10% restocking fee.

Refunds are processed within approximately five (5) business days of our receipt of your merchandise. Your refund will be credited back to the same payment method used to make the original purchase on the Site. We offer no refunds on any products designated on this site as nonreturnable.

6. Creator and/or Manufacturer’s Warranty and Disclaimers.

(a) The availability of products or services through our Site does not indicate an affiliation with or endorsement of any product, service, creator or manufacturer. We do not provide any conditions or warranties with respect to the products or services offered on our Site. Any products and services offered on our Site that are covered by creator or manufacturer warranty will have such warranty detailed in the description of the product or service. To obtain warranty service for defective products where applicable, please follow the instructions included in the manufacturer’s warranty.

(b) ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OR CONDITION WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION: (A) OF MERCHANTABILITY; (B) OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(c) YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, AS A RESULT OF ANY INCOMPLETE OR INNACURATE INFORMATION IN THE PRODUCT AND SERVICES PURCHASED ON THE SITE.

(d) YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY OR CONDITION CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE CREATOR OR MANUFACTURER’S FAILURE TO HONOUR ITS OBLIGATIONS TO YOU.

(e) YOU AFFIRM THAT THE PRODUCTS AND SERVICES FOR SALE ON THE SITE ARE NOT BEING SOLD AS PROFESSIONAL ADVICE OR MEDICAL DIAGNOSIS AND SHOULD NOT BE CONSTRUED AS SUCH. WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY DAMAGE ARISING FROM RELIANCE ON ANY INFORMATION IN THE PRODUCTS AND SERVICES PURCHASED FROM THE SITE.

7. Limitation of Liability.

(a) IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, THE CREATOR OR MANUFACTURER’S OBLIGATION TO YOU AS A PURCHASER OR YOUR USE OF THE PRODUCTS AND SERVICES 4 of 6 PURCHASED FROM THIS SITE, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

(b) OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE.

8. Goods Not for Resale or Export. You represent and warrant that you are buying products or services from the Site for your own use only and not for resale or export.

9. Privacy. Our Website Privacy Policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

10. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms (except for any obligations to make payments to the other party hereunder), when and to the extent such party’s (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, (including the 2019 novel coronavirus pandemic (COVID-19)), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this agreement; [and] (f) national or regional emergency; (g) strikes, labour stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate or suitable materials, telecommunication breakdown or shortage of adequate power or transportation facilities; (i) other similar events, potential disaster or catastrophe beyond the control of the Impacted Party.

The Impacted Party shall give notice within seven (7) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of fourteen (14) business days following written notice given by it under this Section 10, may thereafter terminate this Agreement upon three (3) business days’ written notice.

11. Governing Law. All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the Province of Alberta in Canada and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision of any other jurisdiction.

12. Waiver of Recourse to the Courts and Binding Arbitration.

(a) YOU AND 14675576 Canada Ltd. DOING BUSINESS AS MedULingo, YOUR AFFILIATES AND RELATED ENTITIES ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THIS SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

(b) The arbitration will be administered in accordance with the Alberta Arbitration Act as may be amended from time to time.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

13. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

14. No Waivers. The failure or delay by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of 14675576 Canada Ltd.

15. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

16. Notices.

(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide to us and consent to us using; or (ii) by posting 6 of 6 to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

(b) To Us. To give us notice under these Terms, you must contact us as follows: (i) by the email address indicated on the Site. We may update the email address for notices to us or the ways in which you may provide us notice by posting a notice on this Site.

17. Severability. If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

18. Entire Agreement. These Terms, our Website Terms and Conditions of Use, and our Website Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.