Welcome to the retailer portal web site of Body Plus Nutritional Products Inc. and its affiliates (the “web site”, “Site” or “Service”). The web site is owned and operated by Body Plus Nutritional Products Inc., an Ontario corporation with an office at 130 McLevin Ave, Toronto, ON M1B 3R6. Please see the “Contact Us” section of our website to request more detailed information on the scope of our services and for contact information in the event that you need support or administrative help.
These web site terms and conditions of use (the “Terms and Conditions”, “Terms”, or “Agreement”) form a legal agreement between each user (“you”, or “user”) to this web site located at www.bpretailer.ca (the “Site”) and Body Plus Nutritional Products Inc., its parent, subsidiaries, and other affiliated companies (collectively, “Body Plus”, or “we”) concerning your access to and use of this Site.
To use the Service you must agree to be bound by all of the terms of this Agreement. For access to and use of the Site, you accept and agree, without limitation or qualification, to these Terms and Conditions and to be legally bound by all of the terms in this Agreement without limitation or qualification, to the end use of the Site, you accept and agree, without limitation.
If you do not agree with these Terms and Conditions you may not access or use the Site.
In addition, when using particular services or features on the Site, you shall be subject to any posted guidelines or policies applicable to such services or features that may be posted from time to time. All such guidelines or policies are hereby incorporated by reference into this Agreement.
Please print and keep a copy of this Agreement.
This Site contains information and resources related to Body Plus and its products and related health and well-being information (the “Site Content”), and is provided by Body Plus solely and exclusively for the purpose of enhancing your understanding, promotion and selling of Body Plus products.
The Site and the Site Content are intended for access and use by Health Food retailers only.
Health and Medical Conditions and Information
The Site may, from time to time, contain health related information, including as relating to various medical conditions and their treatment. It is important that you are fully aware that this Site is NOT intended to provide medical advice, diagnosis, or treatment, and the products, information, and other content contained on this website, including information that may be provided both directly and indirectly, via linking to third-party sites, are provided for informational purposes only. You should not use the information or services on this Site for diagnosis or treatment of any health issue or for prescription of any medication or other treatment. Please consult with your physician or other healthcare provider regarding any medical or health-related diagnosis or treatment options, and carefully read all information provided by the manufacturer of a product and on or in any product label or packaging, before using any medication or nutritional, herbal, or homeopathic product, before starting any diet or exercise program, and before adopting any treatment for a health problem.
Body Plus does not make any representations or warranties about the information provided on the website, nor does it recommend or endorse any specific product or service. You are ultimately responsible for making your own health-relatedand promotional decisions. Neither Body Plus nor any third parties shall be liable for any health-related or promotionaldecisions you decide to make on the basis of this information.
Your interactions on the Site are NOT intended to take the place of your relationship with your regular healthcare practitionersor regulatory advisor, and the information provided on this Site and linked sites is not intended as a substitute for advice from your physician, other healthcare providerregulatory advisor, or any information contained on or in any product label or packaging.
Right to Access and Use
You agree that you acquire absolutely no rights or licenses to any Site Content other than the limited right to access and use the Web Site and Site Content in accordance with these Terms and Conditions.
Body Plus reserves the right, in its sole discretion, to take such steps as it deems necessary, including legal action, to restrain an unauthorized use of the Site or Site Content. Body Plus also reserves the right to change, modify, suspend, or discontinue the Site or any Site Content at any time without notice at its sole discretion and for any reason and without further obligation or liability to you. Changes may be periodically made to the Site and/or the Site Content and may be made at any time without notice to you. If you are dissatisfied with the Site, the Site Content your use thereof or with any of the terms, conditions, guidelines, practices or policies of Body Plus in operating the Site you agree that your sole and exclusive remedy shall be to discontinue using the Site.
Site Use Restrictions
You agree that you will not, and will not attempt to:
impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity, including, but not limited to a representative of Body Plus or its brands, or falsely state or otherwise misrepresent your affiliation with a person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Site;
post material for advertising or commercial solicitation, or upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose;
post or transmit content which violates or infringes any third party rights or is injurious to a third party or defames, libels or disparages any third party;
upload, post, email or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
upload, post, email or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
upload, post, email or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;
disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Site are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
“stalk” or otherwise harass another;
collect or store personal data about other Site users;
gain access to unauthorized areas of the Site or our network or servers;
harm minors in any way;
use the Site or Services to violate any local, state, national or international law;
reverse engineer, disassemble, decompile, or translate any software or other components of the Site or Services;
or post or transmit any files which contain viruses, worms, Trojan horses or any other code, files or programs designed to interrupt, emulate, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or that otherwise manifests contaminating or destructive properties;
post or transmit content which is indecent, obscene or pornographic or that could constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability, or would otherwise violate the law;
use any spider. robot or other automated or electronic agent to monitor or copy web pages or any Site Content from the Site or for any other purpose in connection with your access to and use of the Site;
take any action or use any program or device that may result in or is intended to interfere with the operation and functioning of the Site or to shut down, overload or overwhelm the Site; or
otherwise use the Services or Site in any manner that exceeds the scope of use granted above.
You shall not take any action or use any program or device that may result in or is intended to interfere with the operation and functioning of the Site or to shut down, overload or overwhelm the Site. We will terminate the account and/or block Site users who repeatedly violate the intellectual property rights of any other person on this Site.
You agree to use this Site only for lawful purposes, and that you are responsible for your use of and communications on the Site. You agree not to post on or transmit through this Site any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes others’ intellectual property rights or otherwise violates any applicable local, state, national or international law. You agree not to use this Site in any manner that interferes with its normal operation or with any other user’s use and enjoyment of the Site.
You further agree that you will not access this Site by any means except through the interface provided by Body Plus for access to the Site. Running or displaying this Site or any information or material displayed on this Site in frames or through similar means on another website without the prior written authorization of Body Plus is prohibited. Any permitted links to this Site must comply with all applicable laws, rule and regulations.
Body Plus makes no representation that Materials contained on the Site or products described or offered on the Site are appropriate or available for use in jurisdictions outside of Canada, or that this Agreement complies with the laws of any other country. Visitors who use the Site and reside outside Canada do so on their own initiative and are responsible for compliance with all laws, if and to the extent local laws are applicable. You agree that you will not access this Site from any territory where its contents are illegal, and that you, and not Body Plus, are responsible for compliance with applicable local laws.
You agree that Body Plus may terminate or suspend your access to all or part of this Site, without notice, for any conduct that Body Plus, in its sole discretion, believes is in violation of this Agreement or any applicable law or is harmful to the interests of another user or Body Plus.
The Site may include hypertext links to other web sites, provided only as a convenience for you, and solely for the purpose of helping you identify and locate other sources of information that may be of interest. If you use these links, you will leave the Site. Body Plus does not control or endorse any such third party websites, and any such links do not imply an endorsement of (including that Body Plus has reviewed such sites) or association with such third party web sites. You agree that Body Plus will not be responsible or liable for such third party web sites or any content, goods, services, or information provided on or through these outside websites, nor will Body Plus be responsible for your use or inability to use such websites. You further agree that Body Plus will not be liable for any information, software, or links found at any other website, internet location, or source of information, nor for your use of such information, software or links, nor for the acts or omissions of any such websites or their respective operators. Use of third party web sites is entirely at your sole discretion and risk.
You agree to indemnify, defend and hold harmless Body Plus against all claims, demands, causes of action, losses, expenses, damages and costs, including any reasonable attorneys’ fees, resulting or arising from or relating to your use of or conduct on the Site, any activity related to your account by you or any other person, any material that you submit to, post on or transmit through the Site, your breach of this Agreement, your infringement or violation of any rights of another, or termination of your access to the Site.
Privacy and Collection & Use of Personal Information
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. YOU AGREE THAT THE SITE AND SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND IS FOR YOUR PERSONAL, PRIVATE USE ONLY WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, BODY PLUS, ITS PARENT, SUBSIDIARIES AND OTHER AFFILIATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES (COLLECTIVELY, “BODY PLUS”), TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, BODY PLUS MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY SITE CONTENT OR THE SITE OR ANY THIRD PARTY INFORMATION. IS NOT RESPONSIBLE FOR ERRORS OR DELAYS IN TRANSMISSION OVER THE INTERNET AND DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT THE SITE OR ANY SITE CONTENT IS FREE OF COMPUTER VIRUSES AND OTHER HARMFUL ELEMENTS OR THAT THE SITE OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. BODY PLUS MAKES NO WARRANTY THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SITE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR ON OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
YOU UNDERSTAND THAT, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL BODY PLUS OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, OR LICENSORS BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HARM, INJURY, COST, EXPENSE OR OTHER LOSSES OR ANY KIND OR NATURE WHATSOEVER (WHETHER BASED ON WARRANTY, CONTRACT, TORT, EQUITY, STRICT LIABILITY, PATENT OR COPYRIGHT INFRINGEMENT OR ANY OTHER LEGAL THEORY), INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE SITE OR ANY SITE CONTENT (INCLUDING WITHOUT LIMITATION IN ANY CONNECTION WITH THE TRANSMISSION OR DOWNLOADING OF ANY SITE CONTENT FROM THE SITE OR SUBMISSIONS TO THE SITE OR ANY LOST FILES, DATA OR INFORMATION SUPPLIED BY YOU) OR THE USE OF, OR YOUR RELIANCE ON, ANY SITE CONTENT OR OTHER INFORMATION CONTAINED ON THE SITE, WHETHER OR NOT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OUGHT TO HAVE REASONABLY KNOWN OF THE POTENTIAL FOR SUCH DAMAGES. BODY PLUS SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE, INCLUDING ANY LIABILITY (I) AS A PUBLISHER OF INFORMATION, (II) AS A RESELLER OF ANY PRODUCTS OR SERVICES, (III) FOR ANY DEFECTIVE PRODUCTS, (IV) FOR ANY INCORRECT OR INACCURATE INFORMATION, (V) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA, (VI) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, OR (VII) FOR ANY OTHER MATTER RELATING TO THIS SITE OR ANY THIRD PARTY WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOOD WILL, LOSS OF USE, LOSS OF DATA, COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR INFORMATION, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AND YOU. THE PRODUCTS, INFORMATION AND SERVICES OFFERED ON AND THROUGH THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR ANY PRODUCT, INFORMATION OR SERVICE PURCHASED BY YOU FROM ON THIS SITE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIABILITY ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
TO THE EXTENT THAT MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMITS ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF BODY PLUS’ LIABILITY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
Conformance with Law
In addition to complying with these Terms and Conditions, you agree to use the Site and Site Content for lawful purposes only and in a manner consistent with all applicable local, national or international laws and regulations. The Site shall not be used where, and to any extent, such use is prohibited by law. Your use of the Site from any location is subject to your compliance with all applicable laws and regulations that may be applicable to you. You agree, and confirm, that your use of the Site is in full compliance with the laws of the jurisdiction(s) to which you are subject, and that you are not prohibited from using the Site due to any restriction whatsoever.
Trade-marks & Intellectual Property
You acknowledge that all materials on the Site, including the Site’s design, graphics, text, sounds, pictures, software and other files and the selection and arrangement thereof, as well as certain names, words, titles, phrases, logos, designs, graphics, icons and marks displayed on the Site or in the Site Content, (collectively, “Materials”), are the property of Body Plus or its affiliates, related companies, their licensors or other third parties, and are subject to and protected by domestic and international copyright and other intellectual property laws and rights. All rights to Materials not expressly granted in this Agreement are reserved to their respective copyright owners. Except as expressly authorized by this Agreement or on the Site, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works or otherwise use any of the Materials in any form or by any means, without the prior written authorization of Body Plus or the respective copyright owner. Body Plus authorizes you to view and download the Materials only for commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original Materials. The trademarks, service marks, trade names, trade dress and logos (collectively, “Marks”) contained or described on this Site are the sole property of Body Plus or its affiliates, related companies, their licensors or other third parties, and may not be copied, imitated or otherwise used, in whole or in part, without the prior written authorization of Body Plus and/or its suppliers or licensors. In addition, all page headers, custom graphics, button icons and scripts are Marks of Body Plus and may not be copied, imitated or otherwise used, in whole or in part, without the prior written authorization of Body Plus.
Nothing contained in these Terms and Conditions shall be construed as conferring by implication, estoppel or otherwise any license or right to use any such trade-marks, names, marks, or other intellectual property rights of Body Plus, its affiliates, related companies or their licensors or any other third party. Any unauthorized use or display of any such trade-marks or trade names is strictly prohibited. Body Pluswill enforce its intellectual property rights to the fullest extent of the law.
Location and Law
The Site is physically located on servers at, and is administered by Body Plus from, its offices in theProvince of Ontario, Canada. By accessing the Site, you and Body Plus agree that all matters relating to access to, or use of the Site and all of the communications, transmissions and transactions associated with the Site shall be deemed to have occurred in the Province of Ontario, Canada, and shall, together with these Terms and Conditions, be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to its rules on conflicts or choice of law. You and Body Plus hereby consent and irrevocably submit and attorn to the exclusive personal and subject matter jurisdiction and venue of the courts of Ontario, Canada with respect to such matters, and for the resolution of any dispute based upon or relating to this Agreement.
You agree to defend, indemnify, and hold harmless , its affiliates and their respective officers, directors, employees, professional advisors and agents, from and against any claims, actions, demands, losses, liabilities, damages, costs and expenses, including without limitation, reasonable legal and accounting fees, alleging or resulting from your access to and use of the Site, your use of the Site Content or your breach of these Terms and Conditions.
Severability and Waiver
If, in any jurisdiction, any of these Terms and Conditions are held to be invalid or unenforceable by a court of competent jurisdiction, such Terms and Conditions shall be restricted or eliminated to the minimum extent necessary and to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of the Agreement as a whole, and the remaining Terms and Conditions shall otherwise remain in full force and effect. Failure to insist on performance of any of the terms of the Agreement will not operate as a waiver of any subsequent default of this Agreement.
This electronic document, and all other electronic documents referred to or incorporated herein, will be: (a) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing; and (b) legally enforceable as a signed writing as against the parties subject to the electronic documents. A printed version of the Terms and Conditions and any notice given in electronic form shall be admissible in judicial proceedings or administrative proceedings based upon or relating to the Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Entire Agreement and Assignment
You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. Except as otherwise specifically provided herein, this Agreement may not be modified, supplemented, qualified, or interpreted except in writing signed by the parties.
A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
All notices and communications by or to a party shall be in writing and shall be made via e-mail to email@example.com for notices to Body Plus, or to the e-mail address that you may provide to Body Plus in connection with your use of the Site. You agree that may send to you any privacy or other broadcast notices or messages, disclosures, or communications regarding the Site (collectively, vide to in connection with your use of the Site not limited to:
By email, using the address that you provide to Body Plus during registration; or
By posting the Communications on the Site.
You agree that the delivery of any Communications from Body Plus is effective when sent by Body Plus, regardless of whether you read the Communication when you receive it, or whether you actually receive the delivery. You can withdraw your consent to receive Communications by email by cancelling it, or by discontinuing your use of the Service. Either party may revise its contact information by sending the other the corrected email address to the address specified in the preceding sentence.
You agree that such Communications shall constitute notice to you whether or not you actually access the communication or notice via the Site. Notice by e-mail or posting on the Site shall be deemed given forty-eight (48) hours after the e-mail is sent or is posted, unless in the case of e-mail the sending party is notified that the e-mail address is invalid.
The disclaimers, limitations on liability, interpretative provisions, your warranties and indemnities shall survive any termination or expiration of these Terms and Conditions.