Terms & Conditions

1. Overview

This Universal Terms of Service Agreement (this “Agreement”) is entered into by and between BCIncorp Limited (BCIncorp) and you, and is made effective as of the date of your use of this website (“Site”) or the date of electronic acceptance. This Agreement set forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services.

Whether you are simply browsing or using this Site or purchasing Services, your use of this Site and your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with the following policies and the applicable product agreements, which are in this website.

The terms “we”, “us” or “our” shall refer to BCIncorp. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

BCIncorp may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, BCIncorp may occasionally notify you of changes or modifications to this Agreement by email. Therefore, it is very important that you keep your shopper account (“Account”) information current. BCIncorp assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.

2. Eligibility & Authority

This Site and the Services are available only to Users who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdiction.

If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “User” or “customer” shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, BCIncorp finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. BCIncorp shall not be liable for any loss or damage resulting from BCIncorp’s reliance on any instruction, notice, document or communication reasonably believed by BCIncorp to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, BCIncorp reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.

3. Accounts & Transfer of Data Abroad

Accounts. To access some of the features of this Site or use some of the Services, you will have to create an Account. You represent and warrant to BCIncorp that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If BCIncorp has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, BCIncorp reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password, and Payment Method(s) (as defined below), and shopper PIN. For security purposes, BCIncorp recommends that you change your password and shopper PIN at least once every six (6) months for each Account. You must notify BCIncorp immediately of any breach of security or unauthorized use of your Account. BCIncorp will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss BCIncorp or others incur caused by your Account, whether caused by you, by an authorized person, or by an unauthorized person.

Transfer of Data Abroad. If you are visiting this Site from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your Account information) across international boundaries. By visiting this Site and communicating electronically with us, you consent to such transfers.

4. Availability of Website/Services

Subject to the terms and conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs, or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis and that we assume no liability to you or any other party with regard thereto.

You acknowledge and agree that you have the necessary rights and permissions to share all information necessary to provide the Services with BCIncorp. You acknowledge and agree that the Services may be provided by independent contractors or third-party service providers.

5. General rules of conduct

You acknowledge and agree that:

Your use of this Site and the Services, including any content you submit, will comply with this Agreement and all applicable local, state, national and international laws, rules, and regulations.

You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.

You will not use this Site or the Services in a manner (as determined by BCIncorp in its sole and absolute discretion) that:

• Is illegal, or promotes or encourages illegal activity;
• Promotes, encourages or engages in child pornography or the exploitation of children;
• Promotes, encourages or engages in terrorism, violence against people, animals, or property;
• Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
• Violates the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or similar legislation, or promotes, encourages or engages in the sale or distribution of prescription medication without a valid prescription;
• Infringes on the intellectual property rights of another User or any other person or entity;
• Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
• Interferes with the operation of this Site or the Services found at this Site;
• Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
• Contains false or deceptive language, or unsubstantiated or comparative claims, regarding BCIncorp or BCIncorp’s Services.

You will not copy or distribute in any medium any part of this Site or the Services, except where expressly authorized by BCIncorp.

You will not modify or alter any part of this Site or the Services found at this Site or any of its related technologies.

You will not access BCIncorp Content (as defined below) or User Content through any technology or means other than through this Site itself, or as BCIncorp may designate.

You will not re-sell or provide the Services for a commercial purpose, including any of BCIncorp’s related technologies, without BCIncorp’s express prior written consent.

You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested.

You are aware that BCIncorp may from time-to-time call you about your account, and that, for any such call(s), you do not have any reasonable expectation of privacy during those calls; indeed you hereby consent to allow BCIncorp, in its sole discretion, to record the entirety of such calls regardless of whether BCIncorp asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which BCIncorp is a party.

BCIncorp reserves the right to modify, change, or discontinue any aspect of this Site or the Services, including without limitation prices and fees for the same, at any time.

6. Additional reservation of rights

BCIncorp expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services for any reason (as determined by BCIncorp in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by BCIncorp in offering or delivering any Services (ii) to protect the integrity and stability of, and correct mistakes made by, any our partner, (iii) to assist with our fraud and abuse detection and prevention efforts, (iv) to comply with court orders against you and applicable local, state, national and international laws, rules and regulations, (v) to comply with requests of law enforcement, including subpoena requests, (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (viii) to avoid any civil or criminal liability on the part of BCIncorp, its officers, directors, employees and agents, as well as BCIncorp’s affiliates, including, but not limited to, instances where you have sued or threatened to sue BCIncorp.

BCIncorp expressly reserves the right to review every Account for excessive space and bandwidth utilization, and to terminate or apply additional fees to those Accounts that exceed allowed levels.

BCIncorp expressly reserves the right to terminate, without notice to you, any Services where, in BCIncorp’s sole discretion, you are harassing or threatening BCIncorp and/or any of BCIncorp’s employees.

7. Links to third-party websites

This Site and the Services found at this Site may contain links to third-party websites that are not owned or controlled by BCIncorp. BCIncorp assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, BCIncorp does not censor or edit the content of any third-party websites. By using this Site or the Services found at this Site, you expressly release BCIncorp from any liability arising from your use of any third-party website.

Accordingly, BCIncorp encourages you to be aware when you leave this Site or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.

8. Limitation of Liability

IN NO EVENT SHALL BCIncorp, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT BCINCORP IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SITE OR THE SERVICES FOUND AT THIS SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL BCIncorp’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PARTICULAR SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

9. Indemnity

You agree to protect, defend, indemnify and hold harmless BCIncorp and its officers, directors, employees, agents, and third-party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by BCIncorp directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation to any intellectual property or other proprietary rights. The indemnification of obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

10. Effect on the Parties

This Agreement shall be binding upon and inure to the benefit of the parties hereto. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits unless they are the respective heirs, successors, and assigns of the parties in this agreement.

11. Compliance with Local Laws

BCIncorp makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules, and regulations.

12. Titles And Headings; Independent Covenants; Severability

The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.