TERMS & CONDITIONS

Please read the following Terms & Conditions before using the Product (each as defined below). If you do not agree with these Terms & Conditions, or any part thereof, you must not use the Product.

These Terms & Conditions are a legal agreement between you and Pfera Inc., a corporation duly incorporated under the federal laws of Canada. Please see our “Corporate Information” section, below, for additional corporate details.

These Terms & Conditions govern your use of the Product, which we make commercially available to you to assist with efficient equine management operations. By using the Product, you indicate that you understand, consent to, accept and agree to be bound by the within Terms & Conditions. If you have any questions regarding these Terms & Conditions, please contact us before using the Product.

 

Definitions

“Applications” means mobile and/or web applications and related systems used to manage, process and report data and interface with and manage the Hardware (as defined below), which may include materials owned by third parties pursuant to an agreement with us, as may be amended, enhanced or modified by us from time to time;

“Confidential Information” means all data and information of a confidential and proprietary nature of a party (whether in writing or orally), relating to the business of a party or its affiliates in any way whatsoever, including, but not limited to, Intellectual Property, information and data relating to business operations, methods of operating, customer information and affairs, processes, personnel as well as financial, production, scientific and technical data and information, formulae, strategies, studies, reports and evaluations;

“Documentation” means any on-line user guides, documentation, and help and training materials we provide with respect to the Product, as may be amended from time to time;

“Hardware” means the FoalPoint scanner and FoalPoint test kit used in connection with the Applications;

“Intellectual Property” means any and all intellectual property owned by us in the Applications,  Hardware, Documentation, Website and all modifications, enhancements, corrections and additions thereto, including, without limitation, all technical information, technical data, inventions, products, data, algorithms, design, methods, know‑how, processes, copyrights, patents, trade secrets, software (including object code and source code), models, patterns, drawings, specifications, prototypes, discoveries, techniques systems, works of authorship, ideas, and concepts, and all intellectual property rights therein (whether or not patentable or registerable under copyright, trade‑mark, trade secret or similar legislation or subject to analogous protection);

“Product” means, collectively, the Applications, the Hardware and the Website (as applicable);

“Terms & Conditions” means this agreement, the within terms & conditions and any other documents incorporated by reference herein;

“we”, “us” and “our” refer to Pfera Inc., its affiliates, subsidiaries, directors, officers and employees, as applicable;

“Website” means https://www.pfera.com and/or https://www.foalpoint.ca and all affiliated webpages;

“you” and “your” refer to the individual user of the Product.

 

Product Ownership

The Product, including design, any and all text, graphics, content, video audio and the selection and arrangement thereof are our property and/or the property of our suppliers and service providers. You acknowledge that all Intellectual Property in the Product and all rights therein and thereto are solely owned and/or licensed by us, and you shall not acquire any right, title or interest in, to or under the Intellectual Property or any part thereof in the Product, except such limited rights with respect thereto as may be given hereunder. In the event that you acquire any such right, title or interest in, to or under any of the Intellectual Property, you hereby irrevocably transfer and assign in perpetuity and without further compensation, all of such right, title and interest to us, and hereby waive all moral rights with respect thereto, and shall in all cases execute such documents and do all such things as may be reasonably requested from time to time to give effect to the foregoing. You shall promptly notify us of: (i) any claims, allegations, or notifications that the Product may or will infringe the Intellectual Property rights of any other person or entity, and (ii) any determination, discovery, or notification that any person or entity is or may be infringing our Intellectual Property rights. You acknowledge and agree that any goodwill created by you with respect to the Product is the sole property of us, and you shall indemnify and save us harmless with respect to any third party claim that your actions with respect to the Product have infringed any third party’s intellectual property rights. All of our Intellectual Property shall be deemed to be Confidential Information, and you shall be bound by all confidentiality provisions with respect thereto.

 

Trademarks

All trademarks, logos, service marks and business names used in relation to the Product are proprietary to us or other respective owners that have granted us the right and license to use such trademarks, service marks and business names, and are protected by applicable trademark laws. You are not granted any rights to such trademarks, service marks or business names, registered or unregistered. You shall not reproduce, use, modify or distribute such trademarks, logos, service marks and business names without our prior written consent nor contest or challenge ownership of same or take any action to acquire any rights therein.

 

License

Subject to your compliance with these Terms & Conditions, we grant to you a limited, non-exclusive, non-transferable license to access and use the Product. All rights not expressly granted to you in these Terms & Conditions are reserved by us. This license terminates immediately if you do not comply with these Terms & Conditions and can otherwise be terminated by us, for any reason, at any time.

Confidentiality Obligations

All Confidential Information furnished by or on behalf of one party (the “Disclosing Party”) to the other party (the “Receiving Party”) shall be kept confidential by the Receiving Party, and each party agrees to preserve the strict confidentiality of such information in the same manner as it protects the confidentiality of its own information and data (at all times exercising at least a reasonable degree of care in the protection of the Confidential Information). The Receiving Party shall not acquire any right or license of any kind regarding any Confidential Information of a Disclosing Party and shall not use or disclose Confidential Information to any party other than for purposes herein or otherwise authorized in writing by the Disclosing Party.

Each of the parties acknowledges that any unauthorized disclosure and use of Confidential Information will cause irreparable harm to the Disclosing Party for which damages may not be an adequate remedy. In the event of unauthorized disclosure and use of its Confidential Information, such party shall, in addition to any other rights or remedies it may have in law or equity hereunder be entitled to injunctive relief.

The above confidentiality obligations shall survive and remain in effect indefinitely.

 

Confidentiality Exclusions

The above confidentiality obligations do not apply to the disclosure of Confidential Information which:

1. is now or hereafter becomes generally known or available to the public without breach of these Terms & Conditions by the Receiving Party;

2. is known to the Receiving Party at the time of disclosure as demonstrated by satisfactory evidence;

3. is lawfully furnished to the Receiving Party by a third party without restriction or breach;

4. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;

5. is approved for use or disclosure by written authorization of the Disclosing Party; or

6. is required to be disclosed by law or valid order of a court or other governmental authority, provided that the Receiving Party shall first have given prompt notice to the Disclosing Party of such request, the Disclosing Party has a reasonable time to attempt to limit or prevent such disclosure, and Receiving Party makes any required disclosures in consultation with the Disclosing Party and only discloses that portion of the Confidential Information which is legally required.

 

Prohibited Use

You must not:

• use the Product in any way that causes, or may cause, damage to the Product or impairment of the availability or accessibility of the Product, or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

• use the Product to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, trojan horse, worm, keystroke logger, rootkit or other malicious computer software or program;

• reverse-engineer, de-compile, disassemble, replicate or copy or otherwise misappropriate or attempt to discover the source code or underlying ideas or algorithms of any part of the Product;

• modify, translate or create derivative works based on any part of the Product;

• rent, lease, distribute, license, sub-license, sell, re-sell, assign or otherwise commercially exploit the Product;

• use information provided by the Product to facilitate or encourage services competitive to us;

• conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Product; nor

• use the Product for any purpose(s) related to marketing or to transmit or send commercial communications.

 

Breach of Terms & Conditions

Without prejudice to our other rights under these Terms & Conditions, if you breach any of these Terms & Conditions in any way, we may take such action as we deem appropriate to deal with such breach, including without limitation suspending your access to the Product, prohibiting you from accessing the Product, blocking computers using your IP address from accessing the Product, contacting your internet service provider to request that they block your access to the Product and/or commencing legal or other proceedings against you.

 

Privacy Policy

By using the Product, you acknowledge that you have reviewed and agree to the terms of our Privacy Policy, which is incorporated by reference into these Terms & Conditions and forms part of this agreement.

 

Orders

Customers can order products (web, mobile app device and kit) through our website at foalpoint.ca, and pay via invoice or Stripe.com).

 

Pricing

Pricing for the following products is currently:

HorsePoint Essentials 5 – $29.99

HorsePoint Essentials 10 – $59.00

HorsePoint Essentials 30 – $99.00

HorsePoint Essentials Infinity – $159.00

FoalPoint Essentials 5 – $59.00

FoalPoint Essentials 10 – $119.00

FoalPoint Essentials 30 – $169.00

FoalPoint Essentials Infinity – $219.00

FoalPoint Professional 10 – $189.00

FoalPoint Professional 30 – $259.00

FoalPoint Professional Infinity – $329.00

*the above pricing reflects monthly subscription prices in Canadian dollars.

*the above pricing is subject to change at any time without advance notice to you.

 

Payment

Payment can be made through our web application; and such payments are secured through Stripe.com. Payments by Email fund transfer or cheque are accepted as well.

 

Shipping

All shipping and related costs are your sole responsibility.

 

Support

Support on our web and mobile products is offered during regular business hours through info@pfera.ca or by calling 1-647-503-4886.

 

Returns

We strive to offer you the best service possible. If you have any issues or are dissatisfied with the Product, please contact us immediately.

 

Force Majeure

We shall not be liable to you for any failure to perform any obligation under these Terms & Conditions which is due to an event beyond our control, including but not limited to any act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made eventuality outside of our control, which could not have been reasonably foreseen. If you are affected by such event, you shall forthwith inform us of same and we shall use all reasonable endeavors to best comply with these Terms & Conditions.

 

Links to Other Websites/Applications

Our Product may link to third party websites or applications. These links are provided solely as a convenience to you and not as an endorsement by us of the contents on such third party websites or applications. We are not responsible for the content of linked third party websites or applications and do not make any representation regarding the content or accuracy of materials on such third party platforms. If you choose to access any linked third party websites or applications, you do so at your own risk.

 

Internet Risks

You acknowledges and accept that, despite the internet being accepted as a secure environment, there may be interruptions in service or events, and access to the Product may be interrupted, suspended or terminated from time to time, due to circumstances both within and beyond our control. Despite our reasonable commercial efforts to keep the Product accessible at all times, the Product may be unavailable from time to time for any reason, and you acknowledge and agree that we shall not be responsible at any time for any claims, data lost or damages incurred while transmitting information on the internet with respect to the Product. While PFERA shall take reasonable precautions to ensure security of the Product, you acknowledge that the internet provides the opportunity for unauthorized third parties to gain access to the Product and your information stored therein. Accordingly, we cannot and do not guarantee the privacy or security of any information transferred over or stored in any system connected to the internet.

 

Disclaimer of Warranties

We will take reasonable commercial efforts to optimize the Product’s performance and ensure the Product will operate in substantial conformity with the Documentation. However, we make no conditions, warranties or representations about the suitability, reliability, usability, security, quality, capacity, performance, availability, timeliness or accuracy of the Product, Terms & Conditions nor any information, products or services provided thereunder. We expressly disclaim all conditions, warranties and representations, whether express, implied or statutory, including but not limited to those relating to merchantability, fitness for a particular purpose, durability, title and non-infringement, whether arising by usage of trade, by course of dealing, by course of performance, at law, in equity, by statute or otherwise. You acknowledge and agree that you are using the Product at your sole risk and discretion and you will be solely responsible for any damage or loss related to your use or misuse of the Product.

 

Limitation of Liability

You expressly understand and agree that in no event shall we be liable to you for any damages or losses whatsoever, including any direct, indirect, incidental, consequential, punitive, special or exemplary damages, and any damages for loss of profits, savings, goodwill or other intangible losses, regardless of whether we have been advised of, or could have foreseen, the possibility of such damages or losses.

Indemnification

You agree to defend, indemnify and save us, our suppliers and service providers, and their respective officers, directors, employees, consultants, representatives and agents from and against any claim, cause of action, demand, loss, liability or expenses, including without limitation reasonable legal, accounting and other professional fees, alleged or resulting from your use or misuse of the Product or your breach of any of these Terms & Conditions.

 

Survival of Terms

You expressly acknowledge that we have entered into this agreement, and will make the Product available to you, in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein shall survive, and continue to apply indefinitely, notwithstanding a fundamental breach or termination of these Terms & Conditions.

 

Reasonableness

By using the Product, you expressly acknowledge that the limitations and exclusions of liability and disclaimers set forth herein are reasonable; if you do not believe they are reasonable, you must not use the Product.

 

No Waiver

Our failure to insist upon or enforce strict performance of any provision of these Terms & Conditions shall not be construed as a waiver of any provision or right. No waiver of any provisions of these Terms & Conditions shall be deemed to be a further or continuing waiver of such provision or any other provision, nor shall any waiver be binding on us unless agreed to by us in writing.

 

Assignment

These Terms & Conditions and all rights and licenses granted hereunder may not be transferred or assigned by you, but they may be assigned by us without restriction.

 

Severability

If any provision of these Terms & Conditions is determined to be void, unenforceable, invalid or illegal, in whole or in part, the remaining provisions shall continue to apply with full force and effect.

 

Headings

The inclusion of headings in these Terms & Conditions is for the convenience of reference only and shall not affect the construction or interpretation of these Terms & Conditions. 

Governing Law

These Terms & Conditions shall be interpreted, construed and governed in accordance with the laws of the Province of New Brunswick and the federal laws of Canada applicable therein. You consent, submit and attorn to the exclusive jurisdiction of the courts located in New Brunswick, Canada, in all disputes arising out of or in relation to the use of our Website, the Applications and/or these Terms & Conditions. If you access our Website or the Applications from outside of Canada, you are solely responsible for compliance with all local laws.

 

English Language

You expressly confirm your consent to, and the acceptability of, these Terms & Conditions and all related documents and correspondence being written in the English language.

Vous confirmez expressément votre consentement à ces termes et conditions ainsi qu'au fait que ceux-ci ainsi que tous autres documents et correspondances qui s'y rapportent seront rédigés dans la langue anglaise.

 

Arbitration

Except where prohibited by applicable law, any claim or dispute arising out of or relating to your use of the Product or these Terms & Conditions which cannot be resolved amicably shall be referred to and finally settled, to the exclusion of the courts, by private and confidential binding arbitration, before a single arbitrator, in Fredericton, New Brunswick, Canada, in the English language and governed by New Brunswick law pursuant to the Arbitration Act (New Brunswick), as amended from time to time.

 

Limitation Period

Any claim or cause of action you may have with respect to your use of the Product or these Terms & Conditions must be commenced within one year after the claim or cause of action arose, failing which the claim or cause of action shall be barred due to passage of time.

 

Revisions to Website, Applications and/or Terms & Conditions

We reserve the right, for any reason, at any time and with or without notice to you, to revise the Product and/or these Terms & Conditions. We therefore encourage you to review these Terms & Conditions on a regular basis. Your use of the Product after revisions have been made thereto and/or these Terms & Conditions signifies your agreement and consent to such revisions.

 

Corporate Information

Corporation Name: Pfera Inc.

Incorporating Jurisdiction: Canada (federal)

Registered Office: 77 Westmorland Street, Suite 300, Fredericton, New Brunswick, E3B 6Z3

Corporation Number: 1009998-8

Business Number: 729833897RC0001

Please contact us with any questions, comments or issues.