Terms and Conditions

ROSE Lifescience Inc. – Roselifescience.ca / Rosesciencevie.ca These website terms and conditions of use for roselifescience.ca and rosesciencevie.ca, constitute a legal agreement and are entered into by and between you and ROSE Lifescience Inc. (“ROSE”, “we”, “us” or “our”). The following terms and conditions (the “Terms”) govern your access to and use, including any content, functionality, features, tools and other services (collectively, the “Services”) offered on or through roselifescience.ca and rosesciencevie.ca (interchangeably, the “Web Site”). All such additional posted terms, guidelines, restrictions, or rules issued by ROSE in connection with the Web Site and the Services (as the case may be) are hereby incorporated by reference into these Terms.

BY ACCESSING OR USING THE FUNCTIONS OF THE WEB SITE AND/OR ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING ANY ADDITIONAL TERMS, GUIDELINES, RESTRICTIONS, OR RULES THAT MAY BE POSTED IN CONNECTION WITH SPECIFIC SECTIONS OR SERVICES OF THE WEB SITE. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT HAVE THE MINIMUM AGE REQUIRED BY LAW IN YOUR RESPECTIVE PROVINCE, OR DO NOT HAVE THE AUTHORITY TO AGREE TO THEM ON BEHALF OF YOUR ORGANIZATION, YOU ARE PROHIBITED FROM USING OR ACCESSING THE WEB SITE AND YOU MUST NOT USE ANY OF THE SERVICES.

1. Changes to these Terms. ROSE may, at any time and from time to time at its sole discretion, update, revise, supplement, replace, and/or otherwise modify these Terms and/or impose new or additional rules, policies, terms, or conditions on you with respect to use of the Services and/or the Web Site, without specific notice to you. Such updates, revisions, supplements, replacements, modifications, and additional rules, policies, terms, and conditions (collectively referred to as “Revised Terms”) will be effective immediately upon the Revised Terms being posted to the Web Site or by ROSE otherwise communicating them to you (as the case may be). Any continued use of the Services and/or the Web Site following such posting of the Revised Terms to the Web Site or ROSE otherwise communicating them to you, will be deemed to constitute acceptance of the Revised Terms. If we do update the Terms and you do not agree to the Revised Terms, you must stop using the Services and the Web Site.

2. Your Use of the Web Site and Account Set-Up and Security. a. Users are responsible for obtaining their own access to the Web Site and for the Web Site's availability and performance. Users are required to ensure that all persons who access the Web Site through a user's internet connection are aware of these Terms and comply with them. Users are responsible for any security breaches or performance issues relating to accessing the Web Site. b. The Web Site including content or areas of the Web Site may require user registration or authentication. It is a condition of your use of the Web Site that all the information you provide on the Web Site is correct, current, and complete. c. [Any submissions you make to the Web Site through any functionality such as applications, chat rooms, e-mail, message boards, personal or interest group web pages, profiles, forums, bulletin boards, job application forms, contact forms and other such functions (collectively, "Interactive Functions") constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy found at www.roselifescience.ca/en/policy-privacy/ d. You are prohibited from attempting to circumvent and from violating the security of this Web Site including without limitation: (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) disrupting network services and otherwise disrupting Web Site owner's ability to monitor the Web Site; (d) use any robot, spider, or other automatic device, process, or means to access the Web Site for any purpose, including monitoring or copying any of the material on the Web Site; (e) introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (f) attack the Web Site via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; and (g) otherwise attempt to interfere with the proper working of the Web Site.

3. Conditions of Use and User Submissions and Site Content Standards a. As a condition of your access and use you agree that you may use the Web Site, the Services or any functionality of the Web Site or Services, in a responsible manner that is in full compliance with these Terms, and with your local laws and regulations. b. The following content standards apply to any and all graphics, images, text, statements, feedback, comments or other information uploaded, posted, sent or otherwise made available or communicated by you (collectively, "submit") to ROSE through the Web Site and/or the Services (collectively, "User Submissions") and any and all Interactive Functions. Any and all User Submissions must comply with all applicable federal, provincial, local, and international laws and regulations. c. Without limiting the foregoing you warrant and agree that you shall not, and you agree not to use the Web Site or any Services to: 1. post or transmit any material or User Submission which (i) violates any applicable federal, provincial, local, or international law or regulation including, without limitation, 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), (ii) 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 and our Privacy Policy www.roselifescience.ca/en/policy-privacy/, (iii) violates or infringes in any way upon the rights of others, (iii) 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 prohibited ground or be otherwise objectionable, or (iv) contains or links to software viruses or any other computer code, files or programs designed to (or that operates to) interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or otherwise interfere with or disrupt the Web Site; 2. download, retain, modify, translate, use, publish, distribute, reproduce, copy, or transfer any right to use the Web Site Content, except as expressly permitted by these Terms; 3. use or attempt to use another person’s personal information, or impersonate another person or entity; 4. remove, circumvent, disable, damage or otherwise interfere with any access control or security-related features of the Web Site or the Services; 5. advertise or perform any commercial solicitation, including, but not limited to, the solicitation of other users of the Web Site; 6. restrict or inhibit any other person from using or enjoying the Web Site or the Services offered through the Web Site; 7. copy, mirror, alter, disassemble, decompile, create derivative works based on, or reverse engineer the Web Site Content or any portion thereof, including any aspect or feature of the Services; 8. engage in practices such as “screen scraping”, “database scraping” or “automated form filling” to retrieve, test or obtain lists of users, orders or other information generated or processed by or stored via the Web Site, or the Services; 9. remove, modify or alter any ROSE copyright, trademark or other proprietary rights notices from any part of the Web Site or the Services, or upload, post or otherwise make available on or through the Web Site and/or the Services any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right; 10. sell, resell, license, sublicense, rent, lease, lend, market, transfer, assign, distribute, offer in a service bureau, time share, or otherwise part with or make available to any third party, in whole or in part, any part of the Web Site or the Services; or 11. other than use of the Web Site and the Services by you in accordance with these Terms, offer, for a fee or free of charge, services consisting of processing data through the use of the Web Site or the Services. d. All User Submissions will forever be the property of ROSE. You agree that ROSE shall be free to use, compile, process, adapt, disclose, reproduce, license, distribute and/or otherwise exploit the User Submissions as ROSE sees fit in its sole discretion, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. The User Submissions, even if designated as confidential by you, shall not, absent a separate written agreement between ROSE and you, create any confidentiality obligation for ROSE.

4. Site Monitoring and Enforcement, Suspension and Termination. a. ROSE has the right, without provision of notice to: 1. remove or refuse to post on the Web Site any User Submissions for any or no reason in our sole discretion. 2. at all times, to take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion, including without limitation, for violating the Web Site and User Submissions and Terms. 3. take appropriate legal action, including without limitation, referral to law enforcement, regulatory authority or harmed party for any illegal or unauthorized use of the Web Site. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Web Site. 4. terminate or suspend your access to all or part of the Web Site for any or no reason, including without limitation, any violation of these Terms. b. YOU WAIVE AND HOLD HARMLESS ROSE AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY ROSE AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER ROSE OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES. c. We have no obligation, nor any responsibility to any party to monitor the Web Site or use, and do not and cannot undertake to review material that you or other users submit to the Web Site. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party.

5. Intellectual Property Rights and Ownership. a. The Web Site contains proprietary information and material that is owned by ROSE, its subsidiaries, affiliates and/or licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. Without limiting the foregoing, the content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Web Site, all information stored on and made available through the Web Site, and all documents, reports, forms, graphics, graphs, and other materials created or made available through the Web Site and/or the Services (collectively, the “Web Site Content”), are protected under applicable copyright, trademark and other proprietary (including but not limited to intellectual property) rights. You acknowledge and agree that you will not use such proprietary information, materials or Web Site Content in any way whatsoever except for use of the Services and Web Site in compliance with these Terms. All rights in the Web Site and the Web Site Content are reserved worldwide and the copying, redistribution, use or publication by you of any such Web Site Content or any part of the Web Site is strictly prohibited. It is strictly prohibited to retain, distribute, or use any portion of the Web Site or Web Site Content except as expressly allowed in these Terms. ROSE and the authors of the Web Site Content maintain all moral rights in and to all Web Site Content published on the Web Site. b. The Web Site may contain trademarks, service marks, logos, icons, product and service names, designs, slogans and trade-names that are the property of ROSE or its affiliates or licensors (collectively, the “Trademarks”). You are not permitted to use the Trademarks for any purposes other than those specified in these Terms.

6. Third Party Content. The Web Site and/or the Services may contain information and materials provided to ROSE by third parties (collectively, “Third Party Content”), either as part of the Web Site or the Web Site Content or otherwise. Third Party Content is the copyrighted work of its owner, who retains all rights, title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto. Any and all Third Party Content shall be subject to these Terms to the same extent as the Web Site Content. In addition to being subject to these Terms, Third Party Content may also be subject to different and/or additional terms of use and/or privacy policies of such third parties.

7. Informational Purposes Only. The Web Site, including any webpages, text, images, sounds, software, and other data or information contained in the Web Site (the “Content”) is provided for general informational and educational purposes only. ROSE will use reasonable efforts to include accurate and up-to-date information on the Web Site but makes no warranties or representations of any kind as to its accuracy, currency or completeness. Further, ROSE makes no representation that the Web Site is appropriate or legal for use in all locations. You agree that access to and use of the Web Site and the Content is at your own risk, and you are responsible for compliance with all applicable laws. Neither ROSE nor any party involved in creating, producing or delivering this Web Site shall be liable for any damages, including without limitation, direct, incidental, consequential, indirect or punitive damages, arising out of access to, use of or inability to use this Web Site, or any errors or omissions in the content thereof. This limitation includes damages to, or go any viruses that infect, your computer equipment.

8. Canadian Residents. Use of the Web Site, including the Services and Content made available through the Web Site is limited to individuals resident in Canada who have attained the age of majority applicable in the province from which the Web Site is accessed. Individuals not ordinarily resident in Canada or minors are not permitted to access or use the Web Site, Services, and Content. ROSE makes no representations, warranties, or guarantees the Web Site, Services, and/or Content are available for use in jurisdictions outside Canada. Use of the Web Site, Services, and/or Content in locations where the Web Site, Services, and/or Content are illegal is strictly prohibited. You are solely responsible for compliance with your local applicable laws, should you choose to access or use the Web Site, Services, and/or Content. ROSE is not liable for and disclaims any responsibility for any such unauthorized use of the Web Site, Services, and/or Content.

9. Changes to Services. a. ROSE reserves the right, for any reason, in its sole discretion, to terminate, change, amend, or suspend any of the Services. ROSE may impose limits on all or certain features of the Services without notice or liability. ROSE reserves the right to modify or discontinue, temporarily or permanently, all or any part of the Services, with or without notice. b. Your access to the Web Site, and/or the Services is completely at the discretion of ROSE, and ROSE reserves the right to block, suspend or terminate your access to the Web Site, and/or the Services at any time for any reason, including non-compliance with these Terms and/or any violation of applicable laws or regulations.

10. Indemnification. You agree to indemnify, defend and hold us and our partners, attorneys, staff, advertisers, product and service providers, affiliates, and all parties from whom ROSE has licensed portions of Web Site Content, and their directors, officers, and employees, harmless from and against any and all liability, loss, damage, claim, cost and expense, including reasonable attorney’s fees, arising out of or related to: (i) your breach of these Terms; (ii) your use of the Web Site or the Services; (iii) any action taken by ROSE as part of its investigation of a suspected violation of these Terms; or (iv) your violation of any third party intellectual property or other rights in relation to your use of the Web Site or the Services. ROSE reserves the right, subject to indemnification by you, to assume the exclusive defense and control of any matter initially subject to your defense, indemnification and hold harmless obligations herein, and you shall not in any event settle any matter without the prior written consent of ROSE.

11. Disclaimer. THE SERVICES, THE WEB SITE, THE PRODUCTS, THE WEB SITE CONTENT, AND THE INFORMATION AVAILABLE FROM OR THROUGH THE WEB SITE ARE PROVIDED “AS-IS,” “AS AVAILABLE,” AND ALL WARRANTIES, PROMISES, REPRESENTATIONS, AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, A SPECIFIC RESULT OR ANY PURPOSE). ALL SUCH WARRANTIES, PROMISES, REPRESENTATIONS, AND GUARANTEES ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. THE INFORMATION HOSTED ON THE WEB SITE, THE WEB SITE CONTENT, AND THE SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. ROSE DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE WEB SITE AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT INFORMATION AVAILABLE THROUGH THE WEB SITE OR THE SERVICES WILL BE ACCURATE OR ERROR-FREE, OR THAT THE WEB SITE, THE WEB SITE CONTENT AND/OR THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND ROSE DISCLAIMS ANY LIABILITY RELATING THERETO. YOU AGREE THAT, FROM TIME TO TIME, ROSE MAY TAKE DOWN OR REMOVE THE WEB SITE AND/OR SERVICES OR ANY FUNCTIONALITY THEREOF, FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICES OR ANY OF THEM AT ANY TIME, WITHOUT NOTICE TO YOU.

12. Exclusions and Limitations of Liability. a. You agree that we, and our directors, officers, employees, agents or other representatives, will not be liable for any direct, special, incidental, indirect, or consequential damages of any kind, or for any damages whatsoever resulting from or relating to: (1) suspension, loss or interruption of the Services; (2) your use of the Web Site and/or the Services; (3) interruption of the Services or any aspect or functionality of the Web Site; (4) loss or liabilities resulting from acts or events beyond our control; (5) data non-delivery, mis-delivery, corruption, destruction or other modifications; or (6) damages or consequences arising from or related to the inappropriate or unauthorized use of the Web Site, the Web Site Content and/or the Services. b. IN ADDITION TO OTHER LIMITATIONS AND EXCLUSIONS IN THESE TERMS, IN NO EVENT WILL WE OR OUR AFFILIATES, SUPPLIERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, THAT MAY RESULT FROM YOUR USE OF OR INABILITY TO USE THE WEB SITE OR THE SERVICES, FAILURE OF ROSE TO PROVIDE THE WEB SITE OR THE SERVICES, THE LOSS OF DATA, PERFORMANCE OF THE WEB SITE AND/OR SERVICES, NON-PERFORMANCE OF THE WEB SITE AND/OR SERVICES, AND/OR THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, IN ALL CASES WHETHER OR NOT ROSE HAS BEEN ADVISED OF THE POSSIBILITY OF SAME. c. UNDER NO CIRCUMSTANCE WILL ROSE, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDEMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, 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 (INCLUDING NEGLIGENCE), 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, RELIANCE ON, THE WEBSITE, ANY LINKED WEBSITES OR SUCH OTHER THIRD PARTY WEB SITES, NOR ANY SITE CONTENT, MATERIALS, POSTING OR INFORMATION THEREON. d. THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF THESE TERMS, OR YOUR ABILITY OR RIGHT TO USE THE WEB SITE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY TO APPLY TO YOU, THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

13. Cookies. A “cookie” is a small text file consisting of alphanumeric identifiers that is placed on your hard disk by a Web page server. The identifier is then sent back to the Web page server each time the browser requests a page from the Web page server. Cookies contain information that can later be read by a web server in the domain that issued the cookie to you. We may use cookies on a Web Site to recognize a computer when a user visits the Web Site, improve the usability of the Web Site, analyze the use of the Web Site, administer the Web Site, and personalize the Web Site for use by you. We may also make use of cookies through a Web Site for traffic analysis, advertising, and anonymous demographic profiling. By using and browsing the Web Site, you consent to cookies being used in accordance with these Terms. If you do not consent, you must disable cookies or refrain from using the Web Site and the Services.

14. Privacy Policy. You consent to the collection, use and disclosure of your personal information by ROSE and/or third parties in accordance with the Privacy Policy available at the following link www.roselifescience.ca/en/policy-privacy/

15. Electronic Messages. In the course of your use of the Web Site and/or Services, you may be asked whether you consent to receive commercial electronic messages from us, including, without limitation, email, push messaging or SMS messages. Such consent is not required for your use of the Web Site, Services, and/or Products. If you consent to receive electronic messages from us, such consent will be governed by the terms that you agreed to when you provided your consent. If you consent to receive electronic messages from us and wish to no longer receive such electronic messages, you can click “unsubscribe” on any of those electronic messages, at any time.

16. Governing Law. These Terms and all matters relating to your use of the Services and the Web Site shall be governed by and construed in accordance with the laws of the Province of Quebec (without regard to conflict of law principles). All legal proceedings arising out of or in connection with these Terms shall be brought solely in the courts of the Province of Quebec.

17. Entire Agreement. These Terms constitute the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the subject matter hereof.

18. Waiver. No waiver under these Terms is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. 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.

19. Severability. If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

20. Contact. a. Should you become aware of misuse of the Web Site including libelous or defamatory conduct, you must report it to ROSE at [email protected] b. All other feedback, comments, requests for technical support, and other communications relating to the Web Site should be directed to: [email protected].

Last Updated: February 18, 2020