JYGATECH PLATFORM

GENERAL TERMS AND CONDITIONS

PLEASE READ THESE GENERAL TERMS AND CONDITIONS (“Terms”) carefully as they govern (i) your use of and access to the JygaTech e-commerce platform (available at www.jygatech.com (“Platform”) provided to you (“Customer”, “you” or “your”) by JYGA CONCEPT INC. D.B.A. JYGA TECHNOLOGIES and its affiliates (“JYGA”, “we, “us”, “our”); and (ii) the purchase of any Products, Services or Software of JYGA (as defined below) through the Platform.

BY USING THE PLATFORM AND/OR BY PLACING AN ORDER WITH JYGA THROUGH JYGATECH PLATFORM (A “PURCHASE ORDER”) USING THE PROCEDURES DESCRIBED IN SUCH PLATFORM AND UNDER THESE TERMS, YOU (I) CONFIRM THAT YOU HAVE READ AND UNDERSTOOD EACH OF THE FOLLOWING TERcyMS INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR AVAILABLE BY EXTERNAL SITES; (II) ACCEPT THESE TERMS AND AGREE TO BE BOUND BY THEM; (III) DECLARE THAT YOU HAVE REACHED THE LEGAL AGE IN YOUR JURISDICTION OF RESIDENCE TO USE THE PLATFORM; AND (IV) DECLARE THAT, AS A CUSTOMER, YOU ARE USING THE PLATFORM FOR COMMERCIAL PURPOSES ONLY. THE FOLLOWING TERMS SHALL APPLY AND ARE GOVERNED BY JYGA’S PRIVACY POLICY (AVAILABLE AT Privacy Policy) BY PLACING A PURCHASE ORDER INCORPORATING THESE TERMS, YOU, AS A CUSTOMER, ARE INDICATING THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THESE TERMS WITH JYGA AND JYGA’S PRIVACY POLICY, AND THAT YOU AGREE TO BE BOUND BY THEM.

WITHOUT LIMITING THE FOREGOING, BY USING THE PLATFORM, THE PRODUCTS, SERVICES OR SOFTWARE, YOU INDICATE YOUR ACCEPTANCE OF SUCH TERMS, WHICH CONSTITUTE THE AGREEMENT BETWEEN YOU AND JYGA. IN THE EVENT THAT YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT USE THE PLATFORM, THE PRODUCTS, SERVICES OR SOFTWARE, AS ANY SUCH USE CONSTITUTES ACCEPTANCE IN FULL OF THE TERMS HEREIN.

1. RULES OF INTERPRETATION AND DEFINITIONS.

1.1 Interpretation.

These Terms apply to the sale and purchase of all available JYGA’s Products on the Platform, the performance of related Services, and the renewal of any Software license and/or Subscriptions provided under a Purchase Order agreed to between JYGA and Customer and made through the Platform. Together, these Terms,all attachments and all relevant agreements provided, comprise the entire agreement between JYGA and Customer with respect to such Products, Services, and Software (and related Subscriptions when applicable) and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Customer’s general terms and conditions of purchase regardless of whether or when Customer has submitted a Purchase Order or such other terms. Fulfilment of Customer’s Purchase Order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.

1.2 “Customer”

“Customer” means a natural person, a company, or any other legal entity who is an existing client of JYGA, expressly excluding individual consumers.

1.3 “Authorized Users”

“Authorized Users” means any individual expressly authorized by the Customer to access and directly purchase and use the Products, the Services or the Software. Authorized Users may include, without limitation, employees, agents, subcontractors, affiliates, licensees, or any other party involved in the operation, management, or use of the Products, the Services or the Software on behalf of a Customer. Authorized Users specifically exclude individual consumers.

2. RIGHT OF ACCESS.

Subject to your strict compliance with these Terms, JYGA hereby grants you, as a Customer, a limited right to access and use the Platform solely to receive access to: (i) support and education from JYGA; (ii) a curated online catalogue for our sold products (the “Products”) and related services (the “Services”) for purchase in compliance with applicable laws, regulations and guidelines; and/or (iii) renewal of your software licence and/or subscriptions related to our Software (the “Subscriptions”). Any use of the Platform for other purposes is strictly prohibited. Your right to access and use the Platform shall terminate immediately upon the earlier of: (a) when you cease to use the Platform and delete your account; or (b) when you cease to be authorized by JYGA to access and use the Platform for any reason, including in the event of any violation of these Terms.

3. USER ACCOUNT

3.1 Account Creation and Management

The Platform requires the creation of (i) a customer account for existing Customer of JYGA (“Customer Account”); or (ii) a Guest account for any visitor of the Platform (“Guest Account”). You must choose a unique username and secure password and complete the Account creation form. Customer, holder of a Customer Account may designate one or more Authorized Users who, as agents, managers, supervisors or administrators are responsible for configuring certain features of the Platform and managing (an “Administrator Account(s)”) the accounts of Customer’s Authorized Users (the “Authorized Accounts” and collectively with the Guest Account, Customer Account, the Administrator Account(s), the “Account(s)”). The Authorized User with an Administrator Account will have access to all Administrator Features (as defined below) on the Platform and will be responsible for creating and managing all Authorized Accounts associated with the Customer Account. For the avoidance of doubt, only the Administrator Account(s) allow(s) use of and access to the Administrator Features. For further avoidance of doubt, and unless provided by Section 3.7 hereunder, Customer is responsible for any withdrawal or modification of the Accounts and for linking its Authorized Users so that the access and privileges of Authorized Users associated with Customer’s Account are consequently deactivated, revoked or modified. For the purposes hereof, “Administrator Features” means the features to which only Customer and its Authorized Users with an Administrator Account have access on the Platform and allowing, in particular, the management of Customer’s Authorized Users’ Accounts by adding, removing or modifying Authorized Accounts on the Platform. Notwithstanding the foregoing, Customer Accounts, available for existing Customers of JYGA, have full access to the Platform as described in Section 2. Guest Accounts, available for any visitor of the Platform, have a limited access to the Platform in relation to (a) the available Products for sale; and (b) the possibility to renew existing Subscriptions for JYGA’ Software.

3.2 Account Responsibility

You are entirely responsible for maintaining the confidentiality of your password and Account, and all activities occurring under your Account. Furthermore, you are entirely responsible for any and all activities that occur under your Account. You agree to immediately notify JYGA of any unauthorized use of your Account or any other breach of security.

3.3 Account Security

Although we use commercially reasonable security measures to protect the data with your Account, we cannot guarantee that unauthorized third parties will never be able to breach the Platform’s security measures, misuse or make improper use of your data.

3.4 Liability for Account Misuse

To the fullest extent permitted by law, JYGA will not be liable for any loss, including any loss of data associated with your Account, that you may incur as a result of someone else using your password or Account (whether with or without your knowledge), including any loss of data associated with your Account, provided, however, that such loss does not arise from a breach of JYGA’s obligations hereunder or under applicable laws. You may be held liable for losses incurred by JYGA or any other user of the Platform as a result of any use by you of: (i) the data available on the Platform; (ii) your Account; or (iii) your password that is not permitted under these Terms or applicable laws.

3.5 Privacy Policy

Any collection and use of your personal information via the Platform are governed by our Privacy Policy available at: https://jygatech.com/policies/privacy-policy. In the event of any conflict between the provisions of these Terms and those of the Privacy Policy with respect to the collection and use of your personal information, the terms of the Privacy Policy shall prevail.

3.6 Use of Other Accounts

You may not, at any time, use someone else’s Account, except with the authorization of the Account holder as their duly authorized agent.

3.7 Account Deletion

JYGA reserves the right to delete any Account that has become inactive or for any other reason at its sole discretion, including without limitation, breach of these Terms. Where applicable, JYGA reserves the right to delete any Account that is not being used after a reasonable period.

4. USE OF THE PLATFORM

4.1 Platform Restrictions

You must not, directly or indirectly:(i) copy, modify or create derivative works from the Platform, in whole or in part; (ii) rent, lease, loan, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Platform available to third parties; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or access the source code of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform; (v) use the Platform as a service bureau, time share or in any other manner allocated to third parties; (vi) use the Platform contrary to applicable laws or regulations; (vii) provide passwords or other login information of the Platform to third parties; (viii) share any functionality, data or content of the Platform with third parties; (ix) probe, scan, vulnerability test or circumvent any security mechanism used by the websites, servers or networks connected to the Platform; (x) take any action that imposes an unreasonable or disproportionately large load on the websites, servers or networks connected to the Platform; (xi) access (or attempt to access) or use the data of other authorized users/Customers/Guests through the Platform without permission; (xii) knowingly diminish or impede access to the Platform; (xiii) access or use the Platform to create a similar or competing platform or service; (xiv) use the data available or otherwise accessible via the Platform, including the personal information of third parties, without permission or contrary to these Terms or applicable laws;

4.2 Suspension of the Platform; Support

Notwithstanding anything to the contrary in these Terms, JYGA may temporarily suspend or terminate your access to the Platform if JYGA reasonably determines that: (i) there is a threat or attack on any component of the Platform; (ii) your use of the Platform disrupts or poses a security risk to the Platform or any other users of JYGA; (iii) you are using the Platform for fraudulent or illegal activities; (iv) your use of the Platform (or data or otherwise accessible via the Platform) is prohibited by applicable law; (v) updates and/or planned maintenance are required; or (vi) your use of the Platform is in breach of the provisions of these Terms entered into between you and JYGA (each, a “Suspension”). All Suspensions will be done simultaneously where possible to avoid any disruption. The Platform may be offline for schedule maintenance from time to time. JYGA will endeavour to inform you in writing, to the extent possible, of any Suspension and to provide you with updates regarding the resumption of access to the Platform following a Suspension. Notwithstanding the foregoing, JYGA will use commercially reasonable efforts to restore access to the Platform available as soon as reasonably practicable after the event causing the Suspension is resolved. To the extent permitted by law, JYGA shall not be liable for any damages, liabilities, losses (including any lost profits) or any other consequences you may suffer as a result of a Suspension.

4.3 Security Measures

The Platform may contain technological copy protection or other security features designed to prevent unauthorized uses of the Platform, including features to protect against uses of the Platform: (i) beyond the scope of the rights granted under Section 2; and/or (ii) prohibited under Section 4 hereof. You must not, and must not attempt to, remove, disable, circumvent or otherwise create or implement any circumvention of any such copy protection or security features.

4.4 Accuracy of Information

We make commercially reasonable efforts to ensure that the information available on our Platform is accurate and up to date. However, some information may contain typographical errors, inaccuracies, or minor omissions. In such cases, and to the extent permitted by law, we reserve the right to correct any such minor errors, inaccuracies, or omissions on our Platform without affecting orders that have been placed or are in progress.

4.5 Netiquette

All users must treat JYGA (including its personnel and other representatives) in a respectful and courteous manner. Behaviour including harassment and profane language will not be tolerated. You acknowledge and agree that some delay in responding to your requests may be expected, especially during off-hours and that information may need to be sourced from another member of JYGA team, which may require additional time to respond.

4.6 Platform Management

JYGA reserves all rights relating to the administration of the Platform, including in particular the right to delete without notice your account and thereby revoke your right to access the Platform if you do not comply with the rules set out hereunder, including under this Section 4.

4.7 Complaints

Through the Platform, you may use and/or access content provided by third parties. JYGA disclaims all liability in connection with your access to any content. In the event that you become aware that any content violates any of the provisions of these Terms, JYGA invites you to file a complaint, which will be handled confidentially at the following email address: communication@jygatech.com.

5. NO WARRANTY

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM, ITS CONTENT AND ALL PRODUCTS, SERVICES OR SOFTWARES DELIVERED TO YOU THROUGH THE PLATFORM ARE (EXCEPT AS EXPRESSLY STATED BY US) PROVIDED 'AS IS' AND 'AS AVAILABLE' AND FOR INFORMATION PURPOSE ONLY WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAWS, JYGA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, FREEDOM FROM ERROR, SUITABILITY OF CONTENT OR AVAILABILITY. ALTHOUGH JYGA DOES EVERYTHING IN ITS POWER TO ENSURE THAT THE INFORMATION DISPLAYED ON THE PLATFORM IS COMPLETE AND ACCURATE, JYGA CANNOT GUARANTEE THAT SUCH INFORMATION IS FREE FROM ERRORS, OMISSIONS AND INACCURACIES AND THAT THE USE OF THE PLATFORM WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. JYGA MAKES NO WARRANTY REGARDING THE QUALITY OF THE CONTENT CONSULTED OR OBTAINED THROUGH THE PLATFORM.

6. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL JYGA, ITS AFFILIATES (IF ANY), RELATED ENTITIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS AND LICENSORS BE LIABLE TO YOU FOR ANY LOSS, INJURY 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 OUT OF OR IN ANY WAY CONNECTED WITH: (A) YOUR USE OR ACCESS OF THE PLATFORM, THE PRODUCTS, THE SERVICES, THE SOFTWARE OR ITS SUBSCRIPTIONS; (B) YOUR INABILITY TO USE OR ACCESS THE PLATFORM; (C) YOUR USE OF OR RELIANCE ON THE PLATFORM, CONTENT, MATERIALS OR OTHER INFORMATION, DOCUMENTS OR USER MATERIALS DISPLAYED, HOSTED, CONTAINED, OR OTHERWISE MADE AVAILABLE OR ACCESSIBLE ON OR THROUGH THE PLATFORM; (D) ANY MISUSE OF THE PLATFORM, CONTENT, OR MATERIALS BY YOU OR OTHER PERSONS, INCLUDING IN CONTRAVENTION OF THESE TERMS; (F) YOUR USE OF OR RELIANCE ON ANY CONTENT OR OTHER INFORMATION DISPLAYED ON, HOSTED ON, CONTAINED ON, OR OTHERWISE ACCESSIBLE THROUGH THE PLATFORM, IN CONNECTION WITH THE PRODUCTS, THE SERVICES, THE SOFTWARE OR ITS SUBSCRIPTIONS; OR (G) ANY OTHER MATTER RELATED TO THE PLATFORM. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. INDEMNIFICATION

By using the Platform, you agree to indemnify and hold JYGA, its affiliates (if any), related entities, and their respective directors, officers, shareholders, employees, agents and licensors (collectively the “JYGA’s Indemnitees”) harmless from and against any and all damages, claims, liabilities, losses, costs, fines, penalties and debts, including reasonable legal fees that the JYGA’s Indemnitees may incur or be required to pay, directly or as a result of any third party claim arising out of: (i) your use, access or misuse of the Platform; (ii) any complaint regarding your violation of any applicable laws or regulations; and (iii) any breach of these Terms.

8. EXTERNAL SITES

The Platform may contain hyperlinks to external sites that take you off from the Platform (the “External Site(s)”). You acknowledge and agree that JYGA is not responsible for the availability of these External Sites or for the accuracy of the content, products or services available on these External Sites. Hyperlinks to External Sites do not mean that JYGA approves or endorses such External Sites. You acknowledge and agree that you assume all risks arising from your use of External Sites. By using the Platform, you expressly release JYGA from any liability arising from your use of any External Site, and you are bound by the terms of use and privacy policy applicable to such External Sites.

9. PURCHASE ORDER

9.1 Purchase Orders

JYGA agrees to provide you, and you agree to obtain from JYGA, the Products, Services, Software and/or Subscription set forth in the applicable Purchase Order in accordance with the Terms. Services may include professional services, technical support, subscription services, and/or other services as set forth in the applicable Purchase Order under which the Products, Services or Software were provided to Customer by JYGA. To purchase Products, Services, Software or Subscription, you must complete the Purchase Order form provided on the Platform. At any time prior to the conclusion of the transaction, you will have the right to accept, correct, or refuse your order. Once the Purchase Order is complete, a payment receipt will be sent to you by email with the Purchase Order confirmation. The purchase contract will be formed on the date and at the time we send you this Purchase Order confirmation. Thereafter, you may only cancel your order to the extent permitted by law, these Terms and our refund policy described in Section 11 hereunder.

9.2 Product, Services and Software Availability

Certain Products, Services, Software or Subscriptions may be available exclusively online through the Platform. These Products or Services may have limited quantities and are subject to return or exchange only according to our refund policy further described herein at Section 11. We have made every effort to display as accurately as possible the colours and images of our Products that appear at the store, but we cannot guarantee that your computer monitor's display of any colour will be accurate. We reserve the right, though are not obligated, to limit the sales of our Products, Services, Software and its Subscription to any person, geographic region or jurisdiction, and may exercise this right on a case-by-case basis. We also reserve the right to limit the quantities of any Products, Services, Software or Subscriptions that we offer. All descriptions of Products, Services, Software or Subscriptions or any pricing are subject to change at any time without notice, at our sole discretion. Notwithstanding anything to the contrary contained in these Terms, JYGA reserves the right to discontinue the manufacture or sale of any Products, Services of Software at any time or to alter, modify, change part number designation or redesign the Products, Services or Software. Any offer for any Product, Service or Software made on this Platform is void where prohibited. We do not warrant that the quality of any Products, Services, Software, information or other material purchased or obtained by you will meet your expectations, nor that any errors in the Service will be corrected.

9.3 Purchase Order Cancellation

JYGA reserve the right to refuse any Purchase Order you place with us and may, at our sole discretion, limit or cancel quantities purchased per person, per Customer or per order. These restrictions may include Purchase Orders placed by or under the same Customer account, the same credit card, and/or Purchase Orders that use the same billing and/or shipping address. If we make a change to or cancel a Purchase Order, we may attempt to notify you by contacting the email and/or billing address or phone number provided at the time the Purchase Order was made or provided during your Customer account creation process. We reserve the right to limit or prohibit Purchase Orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. You agree to provide current, complete and accurate purchase and Account information for all purchases made through the Platform, and to promptly update your Account and other details, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

10. PRICES AND PAYMENT

10.1 Price and Taxes

Customer shall purchase the Products, the Services or Subscriptions from JYGA at the price(s) set forth in JYGA’s published price list in force on the Platform, as of the date of Customer’s Purchase Order (the "Price(s)"). Prices do not include the cost of Delivery or of any import or customs duties and are exclusive of all other applicable taxes or governmental impositions unless otherwise stated in writing by JYGA, which taxes, impositions and duties shall be the sole responsibility of Customer. All Prices are subject to the addition of any applicable sales tax. JYGA reserves the right, at any time prior to Delivery, to increase the Price(s) of the Products, Services, the Software or its Subscriptions to reflect any increase in the cost to JYGA which is due to any factor beyond the control of JYGA (including but not limited to, tariffs, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labor, materials or any other costs of manufacture), any change in Delivery dates, quantities or specifications for the Products and/or Services requested by Customer, or any delay caused by any instructions of Customer (or its Authorized Users) or failure of Customer (or its Authorized Users) to give JYGA adequate information or instructions. For greater certainty, if the Prices should be increased by JYGA before Delivery of the Products and/or Services, then these Terms shall be construed as if the increased Price(s) were originally inserted herein, and Customer shall be billed by JYGA on the basis of such increased Price(s).

10.2 Payment Terms

Payment terms for Products, Services, Software, and/or Subscriptions vary according to the Customer's relationship with JYGA. For certain Customers, immediate payment by credit card is required in order to finalize the Purchase Order. In these cases, after accepting your Purchase Order summary, you will be redirected to an external transactional platform, such as Shopify or PayPal, and payment must be completed in accordance with the terms and conditions of that platform. JYGA accepts credit card payments only through these External Sites, and you will be subject to their respective terms of use. For other Customers who have established a different arrangement with JYGA, there is the option to credit their Customer Account directly with JYGA through the Platform. In such instances, payment may be made depending the timing and method of payment agreed upon in writing between the Customer and JYGA. Unless otherwise specified in writing by JYGA, these Customers must ensure their Account is credited in accordance with the agreed-upon terms to complete the Purchase Order transaction. Notwithstanding the foregoing, Customer shall make all payment hereunder in the currency inscribed on the applicable Purchase Order.

10.3 Late Payment and Disputes

In the event of default in payment by Customer, JYGA shall be entitled (without prejudice to any other right or remedy it may have under these Terms or otherwise) to charge interest on the past due amount at the rate of 2.0% per month, calculated daily and compounded monthly (which is equivalent to 26,82% per annum compounded annually) or the highest rate permissible under applicable law. In such circumstances where payment is not received in accordance with Section 10.2, JYGA considers Customer in default and reserves it right, at any time, to repossess any Products and/or Software without any prior notice to Customer and or discontinue any Services and/or Subscription to Customer. If Customer wrongfully fails to take Delivery of the Products, and/or Services, JYGA shall be entitled to invoice Customer for the Price at any time after JYGA has tendered Delivery. No payment shall be deemed to have been received by JYGA until JYGA has received cleared funds. JYGA reserves the right to require any or all of the amount of the Products or Services in advance of Delivery. In the event of any dispute, Customer shall not be entitled to withhold payment of the Price of the Products and/or Services or any agreed payments or to any right of set-off, deduction, counterclaim, abatement or otherwise against any payment due to JYGA under these Terms.

11. REFUND, RETURNS, REPLACEMENT OR ORDER ERROR

11.1 Refund or Returns

JYGA’s mission is to offer you the highest quality products. We also understand the critical importance of biosecurity in the swine and agricultural industries. To protect the health of your farm and the industry as a whole, we adhere to strict biosecurity protocols. DUE TO THESE PROTOCOLS, WE UNFORTUNATELY CANNOT ACCEPT PRODUCT RETURNS TO OUR WAREHOUSE ONCE THEY HAVE LEFT OUR FACILITIES. However, we strongly encourage you to contact our team before finalizing your Purchase Order to avoid any misunderstandings or issues, especially if you have doubts. Our experts will be happy to provide personalized Services and/or advice and recommend the Products that best meet your needs.

11.2 Replacement or Order Error

When a Purchase Order has been completed through the Platform, your order will be carefully checked and packaged before leaving our warehouse. However, if you notice an error, a missing item, or require a replacement or refund for a defective Product, please complete the form below or contact our customer service by providing the following information: (i) Purchase Order number; (ii) the Product for which the request is made; (iii) the reason for the request; and (iv) related proof(s) with attachments. To ensure the Products(s) are still under warranty, we may ask you for proof (photo, video, etc.) of the defect. Based on our analysis, we will offer one of the following solutions depending on our biosecurity policies: (a) a refund; (b) a replacement; or (c) a repair. In case of a refund, it will be processed via the same payment method used for the Purchase Order. If the order was charged to the Customer's account, you can choose to receive a credit note or a refund. Delivery fees are non-refundable.

12. DELIVERY; POSTPONEMENT AND TRACKING

12.1 Delivery, Risk and Title

Unless otherwise agreed in writing by JYGA, delivery shall be deemed to take place when the Products, and/or Software are made available by JYGA upon delivery, for collection by Customer or JYGA’s carrier (“Delivery”). All shipment and Delivery are handled by JYGA’s carriers. Customer acknowledges and agrees that it will assume all the risks associated with the Products or the Software ordered upon Delivery. Any and all dates and periods specified by JYGA’s carriers for Delivery are estimates only and do not constitute fixed times for Delivery. Delivery shall not be of the essence of these Terms and shall not be made of the essence by notice. JYGA shall have no liability for any damages, losses, costs or expenses whatsoever or in connection with the failure by JYGA to meet any Delivery times specified in the Purchase Order. Customer shall have no right to cancel a Purchase Order for a failure of JYGA to meet any Delivery times. For any issues related to the shipment of your package, please do not hesitate to contact JYGA’s carriers or one of our customer service representatives.

12.2 Postponement

JYGA will endeavour to comply with any reasonable request by Customer for postponement of Delivery, but shall be under no obligation to do so. Customer is obliged to take Delivery at such date, location and time as specified by JYGA. Where postponement is agreed by JYGA in writing, Customer shall, if required, pay all costs and expenses including a reasonable charge for storage occasioned thereby and any costs incurred by JYGA in relation to any insurance payments reasonably made by it. JYGA reserves the right to deliver the Products to Customer in instalments, without liability or penalty. Where the Products are delivered in instalments, each Delivery shall constitute a separate agreement and Customer shall pay for the Products whether such Delivery is in whole or partial fulfilment of Customer’s Purchase Order. For greater certainty, failure by JYGA to deliver any one or more of the instalments in accordance with these Terms or any claim by Customer in respect of any one or more instalments shall not entitle Customer to treat the applicable Purchase Order as a whole as repudiated. The date for Delivery shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approval from Customer. If Customer has not provided appropriate instructions, documents, licences or authorizations, risk of loss to the Products shall pass to the Customer at the time JYGA makes the Products available for Delivery, regardless of whether the Customer has fulfilled these requirements.

12.3 Tracking

To check the status of your Purchase Order, log in to your Account on the Platform to access your order history. Once accepted, you will also receive a shipping confirmation email and a tracking number. For most orders, delivery is handled by JYGA’s carriers, as appropriate. Note that there may be a delay after receiving your confirmation before shipping details become available on the carrier’s website. If your order requires pallet shipping due to its weight or volume, our team will contact you to schedule delivery by truck.

13. TRANSPORTATION CLAIMS

Claims for damages or defects caused to Products in transit shall be addressed to the carrier. Notwithstanding the foregoing, Customer must inspect Products upon Delivery, and any defect or damages relating thereto must be noted on the transportation carrier documentation (freight bill or delivery receipt) prior to the Customer taking Delivery. If the Customer fails to inform the transportation carrier of any defect or damage to the delivered Products, or otherwise does not reject such Delivery, then the Customer is deemed to have accepted the Products as delivered and conforming to the specification or requirements of the Purchase Order and waives any rights to later claim any defects or damages to the Product and releases JYGA from any such claim.

PRODUCTS WARRANTY STATEMENTS

JYGA warrants only that the Product will be free from material defects in material or workmanship during the Warranty Period as established in http://jygatech.com/pages/warranty-form. JYGA warrants only to the original Customer/purchaser that each Product of its manufacture is covered by this Warranty from the date of original purchase, and subject to the limitations contained herein. To be eligible for Warranty service, the Product or replacement part must have been purchased from JYGA, or an authorized JYGA distributor or reseller. Proof of purchase and of damages may be required. Full warranty period and conditions are available here: http://jygatech.com/pages/warranty-form

CUSTOMER OBLIGATIONS AND RESTRICTIONS

13.1 Customer General Obligations

Customer shall, at its sole cost and expense, (i) be responsible for Customer’s and its Authorized Users’ compliance with these Terms and with all applicable laws, regulations and ordinances; (ii) maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under these Terms; (iii) be responsible for its information technology infrastructure, including computers, software, hardware, databases, electronic systems and networks (“Customer Systems”); (iv) provide JYGA access to Customer Systems as necessary for JYGA to provide the Services in accordance with any warranty or guaranty relating thereto (if applicable); (v) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify JYGA promptly of any such unauthorized access or use; (vi) use the Services and Products only in accordance with the documentation and applicable laws and government regulations; (vii) cooperate and assist JYGA as reasonably requested to enable JYGA to exercise its rights and perform its obligations under and in connection with any applicable Purchase Order; and (viii) if applicable, comply with all export and import laws of all countries involved in the sale of the Products, Services or Software under these Terms or any resale of the Products by Customer. Customer assumes all responsibility for shipments of Products requiring any government import clearance. JYGA may terminate any Purchase Order if any governmental authority imposes antidumping or countervailing duties or any other penalties on the Products, Services or Software. Customer agrees that JYGA shall not be responsible or liable for any delay or failure of performance caused in whole or in part by the Customer or any Authorized User’s delay in performing, or failure to perform, any of its or any of its Authorized User’s obligations under these Terms.

13.2 Products and Services Usage Restrictions

Customer shall not (i) make any Service or Product available to, or use any Service or Product for the benefit of, anyone other than Customer and its Authorized Users; (ii) sell, resell, license, sublicense, distribute, rent or lease any Service or Product, or include any Service or Product in an outsourcing offering; (iii) use a Service or Product to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (iv) use a Service or Product to store or transmit malicious code designed, without limitations, to create or exploit system vulnerabilities, (v) interfere with or disrupt the integrity or performance of any Service, Product or third-party data contained therein; (vi) attempt to gain unauthorized access to any Service or Product or its related systems or networks; (vii) permit direct or indirect access to or use of any Service  or Product in a way that circumvents a contractual usage limit; (viii) copy a Service or Product or any part, feature, function or user interface thereof; (ix) frame or mirror any part of any Service or Product, unless expressly permitted in the JYGA documentation; (x) access any Service or Product in order to build a competitive product or service; (xi) reverse engineer any Service or Product (to the extent such restriction is permitted by law); (xii) permit any third party to access or grant user rights to any third party that is in any way related to an organization, business, or individual that is a competitor of JYGA; or (xiii) access the Services or Products for purposes of monitoring availability, performance or functionality or for benchmarking or any other competitive purpose.  Any use of the Services or Products in breach of these Terms, documentation or Purchase Order, by Customer or its Authorized Users that in JYGA’s judgment threatens the security, integrity or availability of JYGA’s Services or business model, may result in immediate suspension of the Services. If possible, however, JYGA will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension.

13.3 Software Usage and Restrictions

All of JYGA’s Software are governed by their own terms and conditions, available here [EX. INSERT URL TO VISION SOFTWARE TERMS AND CONDITIONS], which applies in addition to these Terms when applicable. Except as permitted by applicable laws or if expressly permitted under these Terms, Customer or its Authorized Users shall not: (i) attempt to translate, adapt, vary, copy, modify, duplicate, create derivative works of the same for any purpose (including error correction or any other type of maintenance), frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, whether or not contained in any Products and/or Services or supplied by JYGA to be used in conjunction with the Products (hereafter collectively the “Software”) and/or documentation in any form or media or by any means; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, whether or not contained in the Products and/or Services or supplied by JYGA to be used in conjunction with the Products; (iii) access all or any part of the Software or documentation in order to build a product or service which competes with JYGA’s Products, Services or Software; (iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Software or documentation available to any third party except to the  Authorized Users; or (v) attempt to obtain, or assist third parties in obtaining, access to the Software and documentation, other than as provided for under these Terms. For greater certainty, notwithstanding the foregoing, Customer (a) may not allow third parties to access JYGA’s Software without our prior written authorization; (b) may not remove, deface, or obscure any of JYGA’s or its licensor’s proprietary rights notices on or in the Software or on output generated by the Software; and (c) acknowledges and agrees that any unauthorized use, transfer, sublicensing, or disclosure of the Software, or other violation of these Terms, may cause irreparable injury to JYGA, and under such circumstances, JYGA shall be entitled to seek equitable relief, without posting bond or other security, including but not limited to, preliminary and permanent injunctive relief.

13.4 Communication and Mitigation

In addition to your obligations as set forth in these Terms, if you become aware of any actual or threatened activity prohibited by this Section 15, you shall, and shall cause all of your affiliates and Authorized Users to, promptly: (i) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services or Products and permanently erasing from their systems and destroying any data and information to which any of them have gained unauthorized access); and (ii) notify JYGA of any such actual or threatened activity.

14. INTELLECTUAL PROPERTY RIGHTS AND FEEDBACK

14.1 Intellectual Property Rights

JYGA and its licensors are and will remain the sole and exclusive owners of all right, title, and interest with respect to the Platform (including any of its content and product documentation), the Products, the Services, the Software, the materials and information, inventions, trademarks, trade names, services names, works of authorship and developments conceived, created, written, or generated by or on behalf of JYGA whether solely or jointly, including documents, data, know-how, ideas, methodologies, specifications, software, content, technology and any other intellectual property rights, in any form or media, directly or indirectly provided or made available to Customer by or on behalf of JYGA in connection with these Terms and connection with JYGA’s performance hereunder, whether or not the same: (i) are owned by JYGA, a third party, or in the public domain; or (ii) qualify for or are protected by any intellectual property rights (“JYGA Materials”), including all intellectual property therein. Customer shall have no right or license to, and shall not, use any JYGA Materials except as set forth in these Terms. All other rights in and to the JYGA Materials are expressly reserved by JYGA.

14.2 Feedback

If applicable, Customer hereby provides JYGA a fully paid-up, royalty-free, worldwide, transferable, sublicensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Products, the Services or the Software or otherwise use any suggestions, enhancement requests, recommendations or other feedback JYGA receives from Customer or its Authorized Users or other third parties acting on Customer’s behalf which could be considered outside of the scope of the Products, the Services and/or the Software to be provided; and JYGA also reserves the right to seek and obtain intellectual property protection for any features, functionality or components that may be based on or that were initiated by such suggestions, enhancement requests, recommendations or other feedback.

15. CONFIDENTIALITY

All non-public, confidential or proprietary information of JYGA, including but not limited to, JYGA’s Material, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by JYGA to Customer or its Authorized Users, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection or not with these Terms is confidential, solely for the use of performing these Terms and may not be disclosed or copied unless authorized in advance by JYGA in writing. Upon JYGA’s request, Customer and all of its Authorized Users shall promptly return all documents and other materials received from JYGA. JYGA shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (i) in the public domain; (ii) known to Customer or its Authorized Users at the time of disclosure; or (iii) rightfully obtained by Customer or its Authorized Users on a non-confidential basis from a third party.

16. GENERAL INFORMATION

16.1 Export Regulations

The Platform, the Products, the Services and/or the Software may be subject to export control laws, including Canadian and U.S. export control laws. You shall not, directly or indirectly, export, re-export, disseminate the Platform, the Products, the Services and/or the Software to, or make the Platform, the Products, the Services and/or the Software available from, any jurisdiction or country to which export, re-export or dissemination is prohibited by law, rule or regulation. You must comply with all applicable federal laws, rules and regulations, and fulfill all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting, distributing or otherwise making the Platform, the Products, the Services or the Software available outside of Canada and the United States.

16.2 Survival of Provisions

Provisions that by their nature should survive the termination of these Terms will survive termination, including, without limitation, provisions relating to intellectual property ownership, disclaimers/absence of warranty, limitation of liability and indemnification.

16.3 Force Majeure

JYGA shall not be liable for failure to fulfill its obligations herein or for delays in delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in the law, material shortages, fire, strikes, floods, epidemics, pandemics, quarantine restrictions, riots, war, acts of terrorism, delays in transportation or inability to obtain labour or materials through its regular sources. JYGA’s time for performance of any such obligation shall be extended for the time period of such delay or JYGA may, at its option, cancel any order or remaining part thereof without liability by giving notice of such cancellation to the Customer.

16.4 Notices

Except as otherwise provided herein, any notice or consent contemplated or required by these Terms: (i) shall be submitted in writing and delivered by hand, by registered or certified mail (return receipt requested) or by email (return receipt requested) to the contact address set out in the Customer Account or such other address as the party may designate in writing in accordance with this Section; and (ii) shall be deemed to have been received on the day of delivery where delivered by hand or on the third (3^th) business day after posting or receipt in the case of registered or certified mail or email. Notwithstanding the foregoing, JYGA appreciates your questions and comments, you can contact us at any time at: communication@jygatech.com.

16.5 Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

16.6 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

16.7 Assignment

Customer shall not assign any of its rights or delegate any of its obligations under these Terms without the prior written consent of JYGA. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under these Terms.

16.8 Waiver

No waiver by JYGA of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by JYGA. 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.

16.9 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other term or provision and will be deemed null and void, and the remaining provisions of these Terms will remain in effect in any other jurisdiction.

16.10 Governing Law

All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Province of Quebec. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. The parties agree that any dispute of any nature whatsoever arising out of, in connection with or relating in any way to these Terms shall be brought and settled exclusively in the judicial district of Quebec, in the Province of Quebec, and waive any objection that such venue is impractical or improper.

16.11 Changes to the Terms

You can review the most current version of the Terms at any time on this page. We reserve the right, at our sole discretion, to update, change, or replace any part of these Terms by posting updates and changes to our Platform. We may send you an email or notification announcing these changes. Nonetheless, it is your responsibility to check our Platform periodically for changes. Your continued use of or access to our Platform following the posting of any changes to these Terms constitutes acceptance of those changes.