Website Terms of Use

Effective as of May 13th 2022

Last updated on May 13th 2022

Before accessing or using the website www.luciandme.ca (“Website”) of Lucilab Inc. (“Lucilab”, “we”, “us”, “our”), please review the terms and conditions of use set forth below (“Terms of Use”) (including our Corporate Privacy Policy), as they govern your access to and use of the Website.

To use our Website, you (“you” or “your”) must have reached the age of majority where you reside and have the legal capacity to enter into these Terms of Use. If you are using our Website on behalf of a corporate entity or organization (“Entity”), you represent that you have the authorization and authority to bind such Entity to these Terms of Use, and in such a case, when used in these Terms of Use, “you” and “your” apply to the Entity as well as you as an individual.

Please note that this Website may only be accessed and used by persons in Canada. If you are in any part of the world in which your jurisdiction would void these Terms of Use or render accessing the Website illegal, then you are not authorized to access or use our Website.

BY ACCESSING AND/OR USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THESE TERMS OF USE (INCLUDING THE CORPORATE PRIVACY POLICY) AND AGREE TO BE BOUND BY THEM AS WELL AS ALL APPLICABLE LAWS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF USE OR IF YOU ARE PROHIBITED FROM ACCESSING OR USING THE WEBSITE BY APPLICABLE LAW, DO NOT ACCESS OR USE OUR WEBSITE.

1. Terms of Use only for the Website

Lucilab offers products and services that help you adopt and maintain healthy habits for a healthy brain: nutrition, physical activity, and intellectual stimulation. However, please note that these Terms of Use only apply to Website users and do not apply to users of our core products and services provided through our proprietary app Luci (“Luci App”). To use the Luci App, you will be required to agree to our Luci App Terms of Use <<Link available soon>> (“Luci App Terms of Use”) which includes the Luci App Privacy Policy <<Link available soon>>, and other policies and/or terms and conditions that may be presented by us and accepted by you in connection with our products and/or services.

Please note that if there is a conflict or inconsistency between these Terms of Use and our Luci App Terms of Use <<Link available soon>>, and you are using the Luci App, then the Luci App Terms of Use <<Link available soon>> will prevail but only to the extent to resolve the conflict or inconsistency.

2. Lucilab’s Privacy Policies

Lucilab’s Corporate Privacy Policy applies to the use of this Website, and its terms are made a part of these Terms of Use by this reference. Your access and/or use of this Website is subject to your agreement with our Corporate Privacy Policy (as amended from time to time). However, if you are one of our customers using the Luci App, please see our Luci App Privacy Policy << Link available soon>> for details about information that is collected, used and/or otherwise processed through or in connection with the Luci App.

By using the Website, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Website may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

3. Modifications to the Terms of Use

We may revise, supplement, delete or update these Terms of Use at any time, without notice provided to you, and in our sole discretion. It is your responsibility to check these Terms of Use periodically for changes. Your continued access or usage of the Website after any changes made to these Terms of Use will mean that you accept those changes.

4. Ownership

Our Website and all of its content, including any and all visual interfaces, graphics, design, computer coding, audio or video clips, “look and feel” and other elements available through the Website (collectively referred to as the “Content”), are protected by copyright, trade-mark, and other applicable intellectual property and proprietary rights laws, including moral rights, and are either owned, controlled or licensed by or to us. Accordingly, and except as otherwise expressly provided for in these Terms of Use, you understand and agree that nothing contained herein will be construed as conferring to you any license or right under any copyright, trademark, or any other intellectual property rights in or to the Content. Without limiting the foregoing, “LUCILAB”, “LUCI” and lucieandme.ca are trademarks of Lucilab. Other names, words, titles, phrases, logos, designs, graphics, icons and marks displayed on the Website (“Marks”) may constitute trademarks or trade names of Lucilab or third parties. Nothing appearing on the Website or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Marks displayed on the Website. ALL RIGHTS NOT EXPRESSLY GRANTED IN THESE TERMS OF USE ARE RESERVED.

5. Users’ Content

When you provide us with material or information or other type of content, including through our Website (“User Content”), you do so by representing and warranting to us that such User Content does not infringe or violate any rights of any person or entity (including any moral rights). Accordingly, prior to providing us with User Content, including personal information as defined in our Corporate Privacy Policy, you agree that you must have and will have obtained all necessary approvals, consents, and authorizations from any third party. In addition, you understand that Lucilab has no obligation to, and does not and cannot review every submitted User Content, and that therefore, Lucilab is not responsible for any User Content. However, if we consider, in our sole discretion, that User Content may be unacceptable, undesirable or in violation of any law, we reserve the right to monitor, delete and/or refuse to transmit, move, or edit any such User Content, in whole or in part, without having to provide notice to you.

6. Feedback

Subject to our Corporate Privacy Policy, where your User Content includes comments, ideas, or suggestions (“Feedback”), it will be deemed to be non-confidential and non-proprietary without any compensation or attribution to you. You understand and agree that we shall be allowed to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever. Accordingly, you hereby grant to us a worldwide, royalty-free, perpetual, transferable, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and sublicense any and all Feedback and/or to incorporate it in other works regardless of form, medium or technology. You also agree, represent and warrant that all moral rights in the Feedback are waived in favour of Lucilab and its assigns.

7. Links to Third-Party Sites

Our Website may contain links to third-party websites and other resources (“Third-Party Sites”), which are not owned or operated by us, and are provided to you as a convenience only. In no event should they be considered as being endorsed by us, and we make no representations or warranties regarding the correctness, accuracy, performance or quality of any content, software, service, application or other resources found at any such Third-Party Sites. If you decide to access these Third-Party Sites, you do so at your own risk, and should be aware that your use of these Third-Party Sites is subject to any applicable policies and terms of use of such Third-Party Sites. Downloading material from certain sites may result in the risk of an infringement of intellectual property rights or of the introduction of viruses into your computer system.

8. License and Restrictions

As long as you comply with these Terms of Use, we hereby grant you a limited, personal, non-commercial, revocable, non-exclusive, non-assignable, non-transferable license, without the right to grant sublicenses, to access and use our Website, subject to these Terms of Use.

You may use information on Lucilab products and services (such as articles, and similar materials) purposely made available by Lucilab for downloading from the Website, provided that you (without limiting the generality of the restrictions set out further below): (a) not remove any proprietary notice language in all copies of such documents; (b) use such information only for your personal, lawful and non-commercial purposes and do not copy or post such information on any networked computer or broadcast it in any media; (c) make no modifications to any such information; and (d) not make any additional representations or warranties relating to such documents.

This license is granted only until the earlier of: (a) the time you elect to no longer access our Website; or (b) when we decide, in our sole discretion, to either terminate or suspend your access to the Website. Under this license, except where the following restrictions are prohibited by applicable law, you may not:

  • remove any copyright and other proprietary marks or notices available on the Website, including in the Content;
  • except as expressly provided herein, access, monitor, acquire, copy, display, download, reproduce, retransmit, sell, resell, modify, create derivative works of or otherwise distribute in any manner any of the Website (including its Content), in whole or in part;
  • modify, decompile, reverse engineer, disassemble, extract the source code of our Website or attempt to do any of the foregoing;
  • attempt to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website or to any Lucilab server, or to any of the products or services offered on or through the Website, by hacking, password “mining” or any other illegitimate means;
  • transmit to us a file that contains a virus, worm, Trojan horse or other code that has the ability to corrupt, destroy or otherwise cause a negative impact;
  • probe, scan or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website;
  • link, cache or frame our Website without obtaining our prior written authorization;
  • use, enable, facilitate, or permit the use of the Website for an illegal purpose, criminal or civil offence, intellectual property infringement, harassment, or in a manner that would breach any law or regulation;
  • reverse look-up, trace or seek to trace any information on any other user of or visitor to the Website to its source, or exploit the Website or any service or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including personal identification or information, other than your own information, as provided for by the Website;
  • transmit to us User Content that is inappropriate, such as libellous, defamatory, indecent, abusive or obscene, or that would otherwise violate any law or infringe or violate any rights of any other person or entity;
  • forge headers or otherwise manipulate identifiers in order to disguise the origin of any transmission you send to Lucilab on or through the Website or any service offered on or through the Website;
  • pretend that you are, or that you represent, someone else, or impersonate any other individual or entity;
  • interfere with other users’ access or use of the Website or with the proper working of the Website; or
  • engage in any activity or conduct which would conflict with these Terms of Use, or that we, in our sole discretion, consider to be conflicting with these Terms of Use.

We reserve the right to take any action necessary, including legal action, to restrain any unauthorized or prohibited activity and to suspend or terminate this license and your access to the Website immediately without notice and in our sole discretion.

9. No Representations or Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LUCILAB, ITS AFFILIATES AND THEIR RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBSITE (INCLUDING ANY CONTENT), WHICH IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, ANY WARRANTY OF TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, AND ANY WARRANTIES ARISING OUT OF ESTABLISHED COMMERCIAL PRACTICE OR USAGE OF TRADE. WITHOUT LIMITING ANY OF THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LUCILAB, ITS AFFILIATES AND THEIR RESPECTIVE SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE WEBSITE: (A) WILL MEET THE REQUIREMENTS OF ANY VISITOR OR USER OF THE WEBSITE; (B) WILL OPERATE IN THE COMBINATIONS THAT THE VISITOR OR USER MAY ELECT TO USE; OR (C) COMPLIES WITH ANY GOVERNMENTAL REGULATION REQUIRING APPROVAL OR COMPLIANCE OF ANY SOFTWARE IN CONNECTION WITH THE WEBSITE.

Without limiting the generality of the foregoing, Website Content may contain health-related and medical-related information (including any facts, views, opinions, recommendations, descriptions of, or references to nutrition, intellectual stimulation and exercise). Such information made available by Lucilab is: (a) for informational purposes only; (b) not to be used or construed as a substitute for professional medical advice, diagnosis, or treatment; and (c) not intended as a recommendation or endorsement of any treatment, products, exercises, procedures, opinions or any other information. Reliance on any of the Content on, or accessible through the Website, including health-related or medical-related Content, is solely at your own risk. WITHOUT LIMITING THE SCOPE OF SECTION 10, WE ASSUME NO RESPONSIBILITY FOR ANY HEALTH PROBLEMS THAT MAY RESULT FROM THE WEBSITE. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF INFORMATION YOU HAVE READ OR OTHERWISE OBTAINED FROM THE WEBSITE. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR, HEALTHCARE PROFESSIONAL OR 911 IMMEDIATELY.

10. Disclaimers, Limitation of Liability, Indemnification

10.1. Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LUCILAB, ITS AFFILIATES, ITS SUPPLIERS AND THEIR RESPECTIVE DIRECTORS, SHAREHOLDERS, PREDECESSORS, SUCCESSORS IN INTEREST, EMPLOYEES OR AGENTS (HEREINAFTER THE “LUCILAB PARTIES” AND EACH INDIVIDUALLY A “LUCILAB PARTY”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND (INCLUDING LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES), UNDER ANY LEGAL PRINCIPLE (WHETHER ON A CONTRACTUAL OR EXTRACONTRACTUAL BASIS, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR YOUR ACCESS TO, USE OF OR INABILITY TO USE THE WEBSITE, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. YOUR SOLE REMEDY AGAINST LUCILAB FOR DISSATISFACTION WITH THE WEBSITE OR ANY CONTENT IS TO STOP USING THE WEBSITE OR ANY SUCH CONTENT.

WITHOUT LIMITING THE FOREGOING, LUCILAB DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE WEBSITE (INCLUDING ANY CONTENT). YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE WEBSITE AND ANY LINKED Third-Party Sites. YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR OWN RISK.

 

10.2. Limitation of Liability

IF, NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS OF USE, LUCILAB IS LIABLE TO YOU FOR ANY LOSS OR DAMAGE IN ANY WAY ATTRIBUTABLE TO OR RELATED TO THESE TERMS OF USE OR YOUR USE OF THE WEBSITE (INCLUDING ITS CONTENT), LUCILAB’S LIABILITY SHALL IN NO EVENT EXCEED FIFTY CANADIAN DOLLARS ($50 CAD). TO THE EXTENT THAT SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES OR LOSSES, SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS IN THIS AGREEMENT MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

10.3. Indemnification

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE LUCILAB PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LIABILITIES, LOSSES, DAMAGES OR EXPENSES, INCLUDING ALL LEGAL FEES, DUE TO OR ARISING OUT OF OR IN CONNECTION WITH:

a) YOUR ACCESS TO OR USE OF THE WEBSITE (INCLUDING ANY CONTENT);

b) THE ACCESS TO OR USE OF THE WEBSITE (INCLUDING ANY CONTENT) BY ANOTHER PERSON FOR WHOM YOU ARE RESPONSIBLE OR WHO IS ACTING ON YOUR BEHALF; AND/OR

c) YOUR BREACH OF ANY OF THESE TERMS OF USE (INCLUDING ANY OF OUR PRIVACY POLICIES).

EACH LUCILAB PARTY SHALL HAVE THE RIGHT, IN ITS ENTIRE DISCRETION AND AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. IN ADDITION, EACH LUCILAB PARTY WILL HAVE THE RIGHT TO REJECT ANY SETTLEMENT OR COMPROMISE THAT REQUIRES THAT IT ADMIT WRONGDOING OR LIABILITY OR SUBJECTS IT TO ANY ONGOING AFFIRMATIVE OBLIGATIONS. YOU AGREE TO ASSIST AND CO-OPERATE AS FULLY AS REASONABLY REQUIRED BY THE LUCILAB PARTIES IN THE DEFENCE OF ANY SUCH CLAIM OR DEMAND.

11. Termination

You agree that we may, at any time and for any or no reason, in our sole discretion, terminate or suspend your access to or use of our Website, even if others can continue to use or access it. Upon such termination or suspension, you must immediately discontinue your use of the Website, and destroy any copies you have made of the Content. You also agree that we shall not be liable to you, your Entity or any third party for any termination or suspension of your access to or use or the Website.

12. General Provisions

12.1. Headings and Interpretation

The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. The preamble together with all sections contained herein shall be deemed to form an integral part of these Terms of Use. The word “including” or any variation thereof means “including without limitation” and shall not be construed to limit any statement or enumeration that it follows.

 

12.2. Entire Agreement

These Terms of Use (including our Corporate Privacy Policy), as amended from time to time, represent the entire agreement between you and Lucilab relating to the subject matter herein, and supersede all prior communications and proposals, whether electronic, oral or written between you and us with respect to the Website. You acknowledge that separate terms and conditions and policies (including our Luci App Terms of Use <<Link available soon>> and Luci App Privacy Policy <<Link available soon>>) may apply to products or services offered on the Website and, accordingly and where applicable, you agree to abide by such other terms and conditions and policies with respect to such products and/or services. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties. In no event are you permitted to change, supplement, or amend these Terms of Use without our prior written agreement.

 

12.3. Severability and Waiver

If any term or provision of these Terms of Use or the application thereof shall be determined invalid or unenforceable, such term or provision shall be severed from the Terms of Use and the remainder of the Terms of Use shall be valid and enforceable to the fullest extent permitted by law. Lucilab’s failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a further or continuing waiver of such term or condition or any other provision of the Terms of Use.

 

12.4. Binding Nature and Assignment

The provisions of these Terms of Use shall enure to the benefit of and be binding upon each of Lucilab and its affiliates and suppliers and each of their respective successors and assigns and related persons, and you and your heirs, executors, administrators, successors, and personal representatives (and those of any person you represent). In no event shall you assign, subcontract, sublicense or otherwise transfer any of your rights or obligations hereunder without our prior written consent, which consent may be withheld at our sole discretion. We may freely assign or delegate all rights and obligations under these Terms of Use.

 

12.5. Independent Contractor

Your status under these Terms of Use is that of an independent contractor, and you and Lucilab agree that no partnership, joint venture, or agency relationship exists between you and Lucilab.

 

12.6. Force Majeure

Neither you nor Lucilab will be liable for any breach of these Terms of Use to the extent that such breach is caused by a Force Majeure. A “Force Majeure” means an event that is beyond the reasonable control of either you or Lucilab including an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export, import or other licence), excluding an event to the extent that it could have been avoided by the obligated party taking reasonable steps or reasonable care.

 

12.7. Violation of these Terms of Use and Remedies

Lucilab may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Website, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Lucilab’s rights or property, or the rights or property of visitors to or users of the Website, including Lucilab’s customers. Lucilab reserves the right at all times to disclose any information that Lucilab deems necessary to comply with any applicable law, regulation, legal process or governmental request. Lucilab also may disclose your information when Lucilab determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

Subject to the Corporate Privacy Policy, you acknowledge and agree that Lucilab may preserve any transmittal or communication by you with Lucilab through the Website or any service offered on or through the Website, and may also disclose such data if required to do so by law or Lucilab determines that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any such data violates the rights of others; or (d) protect the rights, property or personal safety of Lucilab, its employees, users of or visitors to the Website, and the public.

You acknowledge that a violation of these Terms of Use could result in damages to Lucilab which may not be adequately compensated by monetary award alone. In the event of any violation committed by you, including of our proprietary rights and ownership, and in addition to all other remedies available at law and at equity, we shall be entitled as a matter of right to apply to a court of competent equitable jurisdiction for relief, waiver, restraining order, injunction, decree or other remedy as may be appropriate to ensure your compliance with the terms of these Terms of Use, without proving actual damage or posting a bond or other security.

If Lucilab does take any legal action against you as a result of your violation of these Terms of Use, Lucilab will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Lucilab.

12.8. Governing Law

These Terms of Use shall be governed by the laws of the Province of Quebec and the laws of Canada applicable therein, without reference to its conflict of laws provisions. Any dispute arising out of or relating to the Website (including its Corporate Privacy Policy) or these Terms of Use shall be subject to the courts of the Province of Quebec, district of Montreal, and you hereby irrevocably submit and consent to the original and exclusive jurisdiction of those courts in respect of all disputes. Where permitted by applicable law, any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY IRREVOCABLY WAIVE YOUR RIGHT TO:

a) TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THESE TERMS OF USE OR THE TRANSACTIONS RELATING TO ITS SUBJECT MATTERS, IF ANY; AND

b) BRING ANY CLASS ACTION AGAINST ANY OF THE LUCILAB PARTIES AS A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION. UNLESS YOU AND LUCILAB BOTH AGREE OTHERWISE, NO ARBITRATOR OR JUDGE SHALL CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

 

12.9. Survival

Any terms or conditions of these Terms of Use which by their nature extend beyond the termination set forth in Section 11 (Termination) of these Terms of Use shall survive the termination.

 

12.10. Language

To consult the French version of these Terms of Use, please click here. In the event of a conflict between the English and French versions of these Terms of Use, the English version shall prevail.

13. Contact Information

If you have questions concerning these Terms of Use or wish to contact us for any reason, please email us at: privacy@lucilab.org.

The information contained in this website is subject to change without notice.