R12 Health

Terms of Service

OVERVIEW

 Welcome to R12 Health! The terms "we", "us", and "our" refer to R12 Health. R12 Health operates this store and website, including all related information, content, features, tools, products and services in order to provide you, the customer, with a curated shopping experience (the "Services").

R12 Health is powered by Shopify, which enables us to provide the Services to you. R12 Health Inc. is the organization responsible for determining the purposes and means of processing personal information collected through the Services.

The following terms and conditions, together with any policies referenced herein (these "Terms of Service" or "Terms") describe your rights and responsibilities when you use the Services. Please read these Terms of Service carefully, as they include important information about your legal rights and cover areas such as warranty disclaimers and limitations of liability. By visiting, interacting with or using our Services, you agree to be bound by these Terms of Service and our Privacy Policy [LINK]. If you do not agree to these Terms of Service or Privacy Policy, you should not use or access our Services.

SECTION 1 - ACCESS AND ACCOUNT

 By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, and you have given us your consent to allow any of your minor dependents to use the Services on devices you own, purchase or manage. To use the Services, including accessing or browsing our online stores or purchasing any of the products or services we offer, you may be asked to provide certain information, such as your email address, billing, payment, and shipping information. You represent and warrant that all the information you provide in our stores is correct, current and complete and that you have all rights necessary to provide this information. You are solely responsible for maintaining the security of your account credentials and for all of your account activity. You may not transfer, sell, assign, or license your account to any other person.

SECTION 2 - OUR PRODUCTS 

We strive to ensure that an accurate representation of our products and services in our online stores. However, please note that colours or product appearance, packaging, and presentation may differ from how they may appear on your screen due to the type of device you use to access the store and your device settings and configuration. We do not warrant that the appearance or quality of any products or services purchased by you will meet your expectations or be the same as depicted or rendered in our online stores.

All descriptions of products are subject to change at any time without notice at our sole discretion. We reserve the right to discontinue any product at any time and may limit the quantities of any products that we offer to any person, geographic region or jurisdiction, on a case-by-case basis. Inventory levels, estimated stock availability, and expected shipping dates displayed through the Services are estimates only and do not guarantee product availability at the time of order fulfillment.

SECTION 2A – PRODUCT PACKAGING, LABELING AND APPEARANCE

R12 Health strives to ensure that product images, packaging, labels, colours, graphics, serving utensils, scoop designs, ingredient presentations, and other visual representations displayed through the Services accurately reflect our products.

However, product packaging, labels, graphics, colours, fonts, marketing materials, certifications, and other non-material characteristics may change from time to time due to product improvements, regulatory requirements, manufacturing updates, supplier changes, or branding revisions.

Such differences shall not constitute a defect, misrepresentation, or breach of these Terms where the product itself remains substantially consistent with its intended formulation and applicable specifications.

SECTION 2B – NATURAL HEALTH PRODUCTS AND REGULATORY COMPLIANCE

R12 Health products are intended to comply with applicable Canadian Natural Health Product regulations where marketed in Canada.

Product availability, formulations, ingredients, claims, labeling, packaging, and regulatory status may vary by jurisdiction.

Customers are solely responsible for determining whether products may legally be purchased, imported, possessed, marketed, distributed, or used within their jurisdiction.

Nothing on the Services shall be interpreted as a representation that any product is approved, licensed, or authorized for sale in every jurisdiction.

R12 Health reserves the right to restrict sales, modify product information, or discontinue products to comply with applicable laws and regulations.

ALLERGY AND SENSITIVITY NOTICE

Customers are responsible for reviewing ingredient lists and determining whether products are suitable for their dietary needs, allergies, sensitivities, intolerances, or personal health considerations.

R12 Health shall not be responsible for allergic reactions, sensitivities, or adverse events resulting from failure to review ingredient information, warnings, or directions for use.

SECTION 3 - ORDERS When you place an order, you are making an offer to purchase. R12 Health reserves the right to accept or decline your order for any reason at its discretion. Your order is not accepted until R12 Health confirms acceptance. We may require successful authorization and processing of your payment before accepting an order. Please review your order carefully before submitting, as R12 Health may be unable to accommodate cancellation requests after an order is accepted. In the event that we do not accept, make a change to, or cancel an order, we will attempt to notify you by contacting the e‑mail, billing address, and/or phone number provided at the time the order was made. Nothing in this section limits any cancellation rights that may apply under applicable consumer protection laws. Your purchases are subject to return or exchange solely in accordance with our Refund Policy [LINK]. Payment card information is securely processed by our third-party payment processors. R12 Health does not store complete payment card numbers or security codes on its systems. You represent and warrant that your purchases are for your own personal or household use and not for commercial resale or export.

R12 Health reserves the right to verify payment information, request additional documentation, delay fulfillment, refuse orders, limit quantities, or cancel transactions where fraud, unauthorized payment activity, suspicious ordering patterns, or other security concerns are reasonably suspected.

SECTION 3A – PRODUCT USE AND CUSTOMER RESPONSIBILITY

Customers are responsible for reviewing all product labels, ingredient disclosures, warnings, directions for use, and storage instructions before consuming or using any product.

Individuals who are pregnant, nursing, taking prescription medication, managing a medical condition, or under the care of a healthcare professional should consult a qualified healthcare professional before using dietary supplements.

Customers acknowledge that dietary supplements affect individuals differently and that individual results may vary.

R12 Health makes no guarantee regarding specific health outcomes, performance outcomes, or wellness benefits.

Customers assume full responsibility for determining whether products are suitable for their individual circumstances.

SECTION 3B – SUBSCRIPTION SERVICES

R12 Health may offer subscription-based products, recurring delivery programs, membership plans, founder subscriptions, or other recurring billing arrangements.

By enrolling in a subscription, you authorize R12 Health or its payment processors to charge your selected payment method on a recurring basis according to the subscription terms presented at checkout.

Subscription pricing, product availability, benefits, renewal periods, and subscription features may change from time to time.

Customers may manage or cancel subscriptions in accordance with the R12 Health Subscription Terms.

If applicable, the R12 Health Subscription Terms are incorporated into these Terms of Service by reference and form part of this Agreement.

SECTION 3C – PRODUCT MISUSE

Products must be used only in accordance with product labeling, directions for use, warnings, storage instructions, and applicable laws.

R12 Health shall not be responsible for any injury, adverse event, loss, or damage arising from misuse, overconsumption, improper storage, unauthorized modification, off-label use, combination with incompatible substances, failure to follow product instructions, or use inconsistent with applicable labeling. SECTION 4 - PRICES AND BILLING Prices, discounts and promotions are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Unless otherwise expressly stated, displayed prices do not include taxes, shipping, handling, customs or import charges. Prices posted in our online stores may be different from prices offered in physical stores or in online or other stores operated by third parties. We may offer, from time to time, promotions on the Services that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern. You agree to provide current, complete and accurate purchase, payment and account information for all purchases made at our stores. You agree to promptly update your account and other information, including your email address, credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. You represent and warrant that (i) the credit card information you provide is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the displayed prices, including shipping and handling charges and all applicable taxes, if any.

Subscription renewal terms, billing frequency, cancellation procedures, and any applicable renewal notices will be disclosed at checkout or in the R12 Health Subscription Terms.

SECTION 5 - SHIPPING AND DELIVERY 

Estimated delivery dates are provided for convenience only and are not guaranteed.

R12 Health is not responsible for delays resulting from shipping carriers, customs authorities, weather conditions, labor disruptions, supply chain interruptions, public health emergencies, force majeure events, or other circumstances beyond our reasonable control.

Subject to applicable consumer protection laws, title and risk of loss pass to the customer upon transfer of products to the carrier.

Customers are responsible for providing accurate shipping information. R12 Health shall not be liable for delays, losses, or additional costs arising from inaccurate shipping information provided by the customer.

International customers are responsible for any duties, taxes, brokerage fees, customs charges, import restrictions, or regulatory requirements applicable within their jurisdiction.

SECTION 5A – INTERNATIONAL ORDERS

R12 Health products may not be available in all jurisdictions.

Customers purchasing products outside Canada are responsible for determining whether products may legally be imported, possessed, marketed, distributed, or used within their jurisdiction.

R12 Health makes no representation that products comply with laws or regulations outside intended markets.

Orders refused, delayed, seized, or destroyed by customs authorities are the responsibility of the customer and may not be eligible for refund except where required by applicable law.

SECTION 6 - INTELLECTUAL PROPERTY

Our Services, including but not limited to all trademarks, brands, text, displays, images, graphics, product reviews, video, and audio, and the design, selection, and arrangement thereof, are owned by R12 Health, its affiliates or licensors and are protected by Canadian, U.S., and international intellectual property laws.

These Terms permit you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Services without our prior written consent. Except as expressly provided herein, nothing in these Terms grants or shall be construed as granting a license or other rights to you under any patent, trademark, copyright, or other intellectual property of R12 Health, Shopify or any third party. Unauthorized use of the Services may be a violation of Canadian, U.S., and other applicable intellectual property laws. All rights not expressly granted herein are reserved by R12 Health. R12 Health's names, logos, product and service names, designs, and slogans are trademarks of R12 Health or its affiliates or licensors. You must not use such trademarks without the prior written permission of R12 Health. Shopify's name, logo, product and service names, designs and slogans are trademarks of Shopify. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

SECTION 7 - OPTIONAL TOOLS 

You may be provided with access to customer tools offered by third parties as part of the Services, which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools "as is" and "as available" without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of the optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new features through the Services (including the release of new tools and resources). Such new features shall also be deemed part of the Services and are subject to these Terms of Service.

SECTION 8 - THIRD-PARTY LINKS 

The Services may contain materials and hyperlinks to websites provided or operated by third parties (including any embedded third party functionality). We are not responsible for examining or evaluating the content or accuracy of any third-party materials or websites you choose to access. If you decide to leave the Services to access these materials or third party sites, you do so at your own risk.

We are not liable for any harm or damages related to your access of any third-party websites, or your purchase or use of any products, services, resources, or content on any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products and services should be directed to the third-party.

 SECTION 9 - RELATIONSHIP WITH SHOPIFY

R12 Health is powered by Shopify, which enables us to provide the Services to you. However, any sales and purchases you make in our Store are made directly with R12 Health. By using the Services, you acknowledge and agree that Shopify is not responsible for any aspect of any sales between you and R12 Health, including any injury, damage, or loss resulting from purchased products and services. You hereby expressly release Shopify and its affiliates from all claims, damages, and liabilities arising from or related to your purchases and transactions with R12 Health. 

SECTION 10 - PRIVACY POLICY 

All personal information we collect through the Services is subject to our Privacy Policy, which can be viewed here [LINK], and certain personal information may be subject to Shopify's Privacy Policy, which can be viewed here. By using the Services, you acknowledge that you have read these privacy policies. Because the Services are hosted by Shopify, Shopify collects and processes personal information about your access to and use of the Services in order to provide and improve the Services for you. Information you submit to the Services will be transmitted to and shared with Shopify as well as third parties that may be located in other countries than where you reside, in order to provide services to you. Review our privacy policy [LINK] for more details on how we, Shopify, and our partners use your personal information.

R12 Health may aggregate, anonymize, or de-identify information for research, statistical analysis, product improvement, and business planning.

Providing personal information is generally voluntary. However, certain information is required in order for R12 Health to provide products, process transactions, maintain customer accounts, respond to inquiries, or otherwise deliver requested Services.

SECTION 10A – FOUNDER PROGRAMS, WAITLISTS AND EARLY ACCESS

R12 Health may, from time to time, offer founder programs, early-access opportunities, waitlists, referral programs, ambassador initiatives, promotional memberships, beta programs, or similar customer engagement programs (collectively, "Programs").

Participation in any Program does not guarantee:

• Product availability • Product allocation or reservation • Access to limited-edition products • Future discounts or pricing • Subscription eligibility • Continued membership benefits • Product launch dates • Access to future products or services

R12 Health reserves the right, at its sole discretion, to modify, suspend, restrict, discontinue, or terminate any Program at any time and without prior notice.

Benefits, rewards, pricing, access privileges, founder offers, referral incentives, and promotional opportunities associated with any Program may be changed, reduced, expanded, suspended, or withdrawn at any time.

Participation in a Program does not create any ownership interest, investment interest, partnership, employment relationship, agency relationship, or other legal entitlement in R12 Health or its products.

R12 Health shall not be liable for any losses, damages, expenses, or disappointment arising from changes to, suspension of, or termination of any Program.

Any abuse, misuse, fraud, manipulation, or violation of these Terms may result in immediate removal from a Program without compensation.

SECTION 10B – ELECTRONIC COMMUNICATIONS

By using the Services, creating an account, or placing an order, you consent to receive agreements, notices, disclosures, order confirmations, invoices, shipping notifications, recall notices, account updates, and other communications electronically.

You agree that electronic communications satisfy any legal requirement that such communications be in writing.

SECTION 11 - FEEDBACK

If you submit, upload, post, email, or otherwise transmit any ideas, suggestions, feedback, reviews, proposals, plans, or other content (collectively, "Feedback"), you grant us a perpetual, worldwide, sublicensable, royalty-free license to use, reproduce, modify, publish, distribute and display such Feedback in any medium for any purpose, including for commercial use. We may, for example, use our rights under this license to operate, provide, evaluate, enhance, improve and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You also represent and warrant that: (i) you own or have all necessary rights to all Feedback; (ii) you have disclosed any compensation or incentives received in connection with your submission of Feedback; and (iii) your Feedback will comply with these Terms. We are and shall be under no obligation (1) to maintain your Feedback in confidence; (2) to pay compensation for your Feedback; or (3) to respond to your Feedback. We may, but have no obligation to, monitor, edit or remove Feedback that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service. Where required by law, R12 Health will obtain additional consent before using identifiable customer images, likeness, or testimonials in paid advertising. You agree that your Feedback will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Feedback will not contain libelous or otherwise unlawful, abusive or obscene Feedback, or contain any computer virus or other malware that could in any way affect the operation of the Services or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Feedback. You are solely responsible for any Feedback you make and its accuracy. We take no responsibility and assume no liability for any Feedback posted by you or any third-party. 

SECTION 12 - ERRORS, INACCURACIES AND OMISSIONS 

Occasionally there may be information on or in the Services that contain typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies, or omissions, update information, modify pricing, revoke promotional offers, or cancel orders arising from pricing errors, inventory synchronization errors, promotional errors, coupon errors, technical errors, or other unintended inaccuracies, whether discovered before or after an order has been placed or payment has been processed. Where payment has already been collected, any applicable refund will be issued to the original payment method. 

SECTION 13 - PROHIBITED USES 

You may access and use the Services for lawful purposes only. You may not access or use the Services, directly or indirectly: (a) for any unlawful or malicious purpose; (b) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (c) to infringe upon or violate our intellectual property rights or the intellectual property rights of

others; (d) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or harm any of our employees or any other person; (e) to transmit false or misleading information; (f) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the these Terms; (g) to transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation; (h) to impersonate or attempt to impersonate any other person or entity; or (i) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm R12 Health, Shopify or users of the Services, or expose them to liability. In addition, you agree not to: (a) upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services; (b) reproduce, duplicate, copy, extract, sell, resell or exploit any portion of the Services; (c) collect or track the personal information of others; (d) spam, phish, pharm, or pretext the services; (e) use any robot, spider, scraping, data gathering and extraction tools, automatic devices or processes, artificial intelligence systems, large language models, autonomous agents, web crawlers, data mining tools, bots, scripts, or other automated technologies or manual means to access the Services; or (f) interfere with, bypass, or circumvent the security or authorization features, robot exclusion headers, or other measures we employ to restrict access to the Services. We reserve the right to suspend, disable, or terminate your account at any time, without notice, if we determine that you have violated any part of these Terms.

SECTION 14 - AGENTS

 14.1 This section ("Agent Terms") applies if you use, allow, enable, or cause the deployment of an Agent to access, use, or interact with any Services. "Agent" means any software or service that takes autonomous or semi-autonomous action on behalf of, or at the instruction of, any person or entity and that can be executed on behalf of or using persons device, without direct supervision. 14.2 No Agent may access, use, or interact with Services unless, at all times, it identifies itself and operates in strict accordance with the requirements in section 14.4 below. In addition, no Agent may access, use, or interact with Services if we have requested that the Agent refrain from accessing, using, or interacting with any service. 14.3 We may limit, including by technical measures, whether and how any Agent accesses, uses, and interacts with Services. 14.4 Agents must: (i) in all HTTP/HTTPS requests, identify that the request is from an Agent and disclose the name of the Agent by including the following in the request's user agent string: "Agent/[agent name]"; (ii) not conceal or obfuscate that any access, use, or interactions are from an Agent, such as by (a) mimicking human behavior and interaction patterns, or (b) completing or circumventing CAPTCHAs or measures intended to distinguish computer use from humans, (iii) respond truthfully to any question or prompt seeking to determine if interactions are coming from a human or a computer, (iv) not circumvent or otherwise avoid any measure intended to block, limit, modify, or control whether and how Agents access, use, or interact with the Services.

SECTION 14A – PRODUCT RECALLS AND SAFETY NOTICES

R12 Health is committed to maintaining high standards of product quality, safety, and regulatory compliance.

R12 Health reserves the right, at its sole discretion, to issue product recalls, safety notices, corrective actions, shipment holds, product withdrawals, or other remedial measures where quality, safety, regulatory, operational, manufacturing, labeling, packaging, or legal concerns arise.

Customers acknowledge and agree that R12 Health may contact them using any contact information provided, including email, telephone, SMS, or postal mail, for the purpose of communicating product recalls, safety notices, corrective actions, or other urgent product-related information. Product recall and safety communications are transactional or safety-related communications and are not marketing communications.

Where a recall, safety concern, or corrective action is issued, customers agree to cooperate with reasonable instructions provided by R12 Health, including:

• Discontinuing use of affected products • Returning affected products where requested • Providing reasonable information necessary to administer the recall or corrective action • Following disposal instructions where applicable

R12 Health may offer replacements, credits, refunds, or other remedies where required by applicable law or where determined appropriate by R12 Health.

Nothing in this section shall be interpreted as an admission of liability, fault, negligence, defect, or wrongdoing by R12 Health.

R12 Health reserves all legal rights and remedies in connection with any recall, safety notice, or corrective action.

SECTION 15 - TERMINATION

We may terminate this agreement or your access to the Services (or any part thereof) in our sole discretion at any time without notice, and you will remain liable for all amounts due up to and including the date of termination. The following sections will continue to apply following any termination: Intellectual Property, Feedback, Termination, Disclaimer of Warranties, Limitation of Liability, Indemnification, Severability, Waiver; Entire Agreement, Assignment, Governing Law, Privacy Policy, and any other provisions that by their nature should survive termination. 

SECTION 16 - DISCLAIMER OF WARRANTIES 

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents. EXCEPT AS EXPRESSLY STATED BY R12 Health, THE SERVICES AND ALL PRODUCTS OFFERED THROUGH THE SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED

WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

Customers acknowledge that dietary supplements affect individuals differently and that individual results may vary.

R12 Health makes no guarantee regarding specific health outcomes, performance outcomes, wellness benefits, nutritional improvements, energy levels, recovery outcomes, or other individual results.

Use of products is also subject to the R12 Health Medical Disclaimer, which forms part of these Terms of Service and is incorporated herein by reference. The R12 Health Medical Disclaimer can be viewed at [LINK].

SECTION 17 - LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO CASE SHALL R12 Health, OUR PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS OR LICENSORS, OR THOSE OF SHOPIFY AND ITS AFFILIATES, BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICES OR ANY PRODUCTS PROCURED USING THE SERVICES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY.

To the fullest extent permitted by applicable law, R12 Health’s total aggregate liability for any claim arising out of or relating to the Services or products shall not exceed the amount paid by you for the specific order giving rise to the claim.

SECTION 18 - INDEMNIFICATION 

You agree to indemnify, defend and hold harmless R12 Health, Shopify, and our affiliates, partners, officers, directors, employees, agents, contractors, licensors, and service providers from any losses, damages, liabilities or claims, including reasonable attorneys' fees, payable to any third party due to or arising out of (1) your breach of these Terms of Service or the documents they incorporate by reference, (2) your violation of any law or the rights of a third party, or (3) your access to and use of the Services.

We will notify you of any indemnifiable claim, provided that a failure to promptly notify will not relieve you of your obligations unless you are materially prejudiced. We may control the defense and settlement of such claim at your expense, including choice of counsel, but will not settle any claim requiring non-monetary obligations from you without your consent (not to be unreasonably withheld). You will cooperate in the defense of indemnified claims, including by providing relevant documents.

 SECTION 19 - SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 20 - WAIVER; ENTIRE AGREEMENT

 The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and governs your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 21 - ASSIGNMENT 

You may not delegate, transfer or assign this Agreement or any of your rights or obligations under these Terms without our prior written consent, and any such attempt will be null and void. We may transfer, assign, or delegate these Terms and our rights and obligations without consent or notice to you.

SECTION 22 – GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by, construed, and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute, claim, controversy, or cause of action arising out of or relating to these Terms, the Services, the products offered by R12 Health, or the relationship between you and R12 Health shall be subject to the exclusive jurisdiction of the courts located in Ontario, Canada.

You expressly consent to the personal jurisdiction and venue of such courts and waive any objection based on jurisdiction, venue, or forum non conveniens.

Nothing in these Terms shall limit any mandatory consumer protection rights that may apply under applicable law.

SECTION 23 - HEADINGS The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 23A – NOTICES

R12 Health may provide notices under these Terms by email, posting on the Services, customer account notifications, or other reasonable electronic means.

Customers are responsible for maintaining accurate and current contact information.

SECTION 24 - CHANGES TO TERMS OF SERVICE 

You can review the most current version of the Terms of Service at any time on this page. We reserve the right, in our sole discretion, to update, change, or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. We will notify you of any material changes to these Terms in accordance with applicable law, and such changes will be effective on the date specified in the notice. Your continued use of or access to the Services following the posting of any changes to these Terms of Service constitutes acceptance of those changes. 

SECTION 25 - CONTACT INFORMATION 

Questions about the Terms of Service should be sent to us at info@r12health.com. Our contact information is posted below:

R12 Health Inc. info@r12health.com Oshawa, Ontario, Canada

Business Registration Number: 1001606360

Telephone: +1(289) 623-3163