REVIVE CAFE is currently available only to business entities located in the Permitted Provinces of Canada. The Province of Quebec is not supported at this time. REVIVE intends to extend REVIVE CAFE to Quebec in a future release once Quebec-specific compliance work (under Quebec Law 25, Bill 96, and the Civil Code of Québec) is complete.
By creating an Account or placing an Order, you (the "Customer") agree to these Terms, the Privacy Policy, the Cookie Policy, and the Cancellations and Refunds Policy, each available on the Site. If you do not agree, do not use the Site. If you accept these Terms on behalf of a business, you represent that you are authorized to bind it. These Terms are entered into electronically; clicking "I Agree" or submitting an Order has the same effect as a handwritten signature.
3.1 Who can register. REVIVE CAFE is a business-to-business platform. To register an Account, the Customer must: (a) be a business entity (not an individual consumer); (b) be located in a Permitted Province; (c) provide a valid business email address; and (d) accept these Terms.
3.2 Business email required. REVIVE may, in its sole discretion, refuse Accounts that use email addresses from free or consumer email providers (such as Gmail, Yahoo, Outlook.com, iCloud, or Proton), disposable email services, or any address REVIVE cannot reasonably associate with a bona-fide business. The Customer is responsible for ensuring the email address used is controlled by the business it represents.
3.3 Reseller status. A Customer that intends to resell or redistribute Products must be designated by REVIVE in writing as a Reseller and must hold a valid Health Canada MDEL at all times. A Customer that is not designated as a Reseller may not resell, sub-distribute, or onward-transfer any Product. Reseller designation may be granted, refused, or revoked by REVIVE in its discretion.
3.4 Account security. The Customer is responsible for all activity under its Account, must keep credentials confidential, and must notify REVIVE immediately of any unauthorized access. REVIVE may suspend or terminate any Account at any time, with or without notice, including for breach of these Terms, non-payment, regulatory issues, or suspected fraud.
REVIVE CAFE is not currently offered in Quebec or outside Canada. The Customer represents that all billing, ship-to, and delivery addresses associated with its Account are within a Permitted Province. REVIVE may refuse or cancel any Order it determines is associated with Quebec or any jurisdiction outside Canada. REVIVE intends to extend REVIVE CAFE to Quebec in a future release on Quebec-specific terms.
5.1 Orders. An Order is an offer by the Customer to purchase. A contract forms only when REVIVE issues an order acceptance or ships the Products, whichever is first. An order acknowledgment email is not acceptance. REVIVE may accept, reject, or partially fulfil any Order in its discretion, including for credit, regulatory, or stock reasons. Any pre-printed terms in a Customer purchase order are rejected and have no effect; these Terms govern.
5.2 Pricing and errors. Prices are in Canadian dollars and exclude taxes, shipping, and surcharges. REVIVE reserves the right to correct pricing errors, even after Order acknowledgment, and to refund any amount paid in respect of an erroneous price.
5.3 Payment. Payment is by credit card, ACH, or — for approved Customers — by invoice on net thirty (30) day terms. Past-due amounts bear interest at 1.5% per month (or the maximum rate permitted by law, if lower). REVIVE may suspend the Account or withhold shipments for non-payment. The Customer pays without set-off.
5.4 Taxes. Prices exclude GST, HST, and applicable provincial sales taxes. REVIVE will charge applicable taxes unless the Customer provides a valid exemption certificate.
Unless otherwise agreed in writing, all sales are F.O.B. REVIVE's shipping warehouse. Title and risk of loss pass to the Customer when the Products are delivered to the carrier. Shipping dates are estimates only. Multi-shipment Orders are treated as separate sales for payment purposes. The Customer must inspect Products on delivery and report damage, shortage, or defect within the windows set out in the Cancellations and Refunds Policy.
7.1 MDEL. REVIVE holds a Health Canada MDEL and distributes Products in accordance with its conditions. Resellers must hold their own MDEL and produce evidence of it on request.
7.2 Use; no clinical advice. Product information on the Site is for general information only and is not clinical, medical, or regulatory advice. The Customer is solely responsible for determining suitability and for using Products in accordance with their labelling, the manufacturer's instructions, Health Canada authorizations, and applicable law. The Customer shall not use any Product off-label or for any purpose not authorized by Health Canada.
7.3 Recalls. If a Product is the subject of a Health Canada or manufacturer recall, REVIVE will use commercially reasonable efforts to notify the Customer at the Account email of record within twenty-four (24) hours of REVIVE's receipt of notice. The Customer (and any Reseller) shall cease distribution and use of the recalled Product immediately, cooperate with the recall, maintain records sufficient to identify recipients of affected Product, and follow REVIVE's recall instructions.
7.1 MDEL. REVIVE holds a Health Canada MDEL and distributes Products in accordance with its conditions. Resellers must hold their own MDEL and produce evidence of it on request.
7.2 Use; no clinical advice. Product information on the Site is for general information only and is not clinical, medical, or regulatory advice. The Customer is solely responsible for determining suitability and for using Products in accordance with their labelling, the manufacturer's instructions, Health Canada authorizations, and applicable law. The Customer shall not use any Product off-label or for any purpose not authorized by Health Canada.
7.3 Recalls. If a Product is the subject of a Health Canada or manufacturer recall, REVIVE will use commercially reasonable efforts to notify the Customer at the Account email of record within twenty-four (24) hours of REVIVE's receipt of notice. The Customer (and any Reseller) shall cease distribution and use of the recalled Product immediately, cooperate with the recall, maintain records sufficient to identify recipients of affected Product, and follow REVIVE's recall instructions.
8.1 No resale by non-Resellers. A Customer that has not been designated as a Reseller may not resell, sub-distribute, or otherwise transfer any Product to any third party.
8.2 Reseller obligations. A Reseller shall: (a) at all times hold a valid Health Canada MDEL and any other licences required by law; (b) sell only within Permitted Provinces and only to businesses authorized to acquire and use the Products; (c) not sell to consumers, into Quebec, or outside Canada; (d) maintain chain-of-custody, storage, and handling records sufficient for recall execution and provide them (including downstream customer lists for affected lots) to REVIVE within forty-eight (48) hours of written request; (e) not relabel, repackage, or modify any Product without REVIVE's written consent; and (f) notify REVIVE promptly of any quality, safety, or regulatory issue.
8.3 Reseller indemnification. Without limiting Section 11, a Reseller shall defend, indemnify, and hold harmless REVIVE and its affiliates and their respective directors, officers, employees, and agents from and against any claim arising from the Reseller's resale, distribution, storage, handling, or onward transfer of any Product, including any act or omission of any sub-customer.
Cancellations, returns, and refunds are governed by the Cancellationsand Refunds Policy, incorporated by reference.
10.1 Limited warranty. REVIVE warrants that, at the time risk of loss passes, Products will be those described in the accepted Order and will not have been adulterated, tampered with, or expired. The Customer's exclusive remedy for breach of this warranty is, at REVIVE's option, replacement, credit, or refund of the purchase price for the non-conforming Product. Any manufacturer warranty is passed through where transferable.
10.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN SECTION 10.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND THE PRODUCTS ARE PROVIDED "AS IS", AND REVIVE DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, AND NON-INFRINGEMENT, AND ANY WARRANTIES UNDER PROVINCIAL SALE OF GOODS LEGISLATION.
10.3 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, REVIVE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, OR ANY PRODUCT — WHETHER IN CONTRACT, TORT, OR OTHERWISE — SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY THE CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE CLAIM, AND (B) CAD $1,000.
10.4 Excluded damages. IN NO EVENT IS REVIVE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA. Nothing in this Section limits liability that cannot be limited under applicable law (such as for fraud or for death or personal injury caused by REVIVE's negligence).
The Customer shall defend, indemnify, and hold harmless REVIVE andits affiliates and their directors, officers, employees, and agentsfrom and against any claim arising out of (a) the Customer's breachof these Terms; (b) the Customer's use, storage, handling,dispensing, administration, or resale of any Product; (c) theCustomer's failure to comply with applicable law; (d) anyunauthorized Account access; or (e) any user submission posted by theCustomer.
The Customer may use the Site only for its internal commercialprocurement of Products. The Customer shall not: scrape, crawl, orsystematically extract data from the Site; reverse-engineer or copythe Site; introduce malicious code; circumvent security measures;impersonate any person; place fraudulent Orders; use the Site totrain AI or build a competing service; or otherwise use the Site inviolation of these Terms or applicable law. All Site content,software, and trademarks are owned by REVIVE or its licensors. TheCustomer is granted a limited, revocable, non-transferable licence toaccess and use the Site for its internal business purposes only.Feedback or suggestions submitted to REVIVE may be used by REVIVEwithout restriction or compensation.
REVIVE's processing of personal information is governed by thePrivacy Policy. Each party shall protect the other's non-publicbusiness information disclosed in connection with the Site (includingREVIVE's pricing and the Customer's order history) as confidential,using reasonable care, and shall not disclose it except to personneland advisors with a need to know. Confidentiality survivestermination.
By creating an Account, the Customer consents to receivetransactional electronic messages from REVIVE. Marketing messageswill be sent only with the consent required under Canada's Anti-SpamLegislation (CASL), and the Customer may unsubscribe from marketingat any time using the link in each message. Withdrawal of marketingconsent does not affect transactional messages.
Either party may terminate the relationship at any time. REVIVE mayalso suspend or terminate the Account immediately for breach,non-payment, regulatory issues, or suspected fraud. Sections that bytheir nature should survive (including 5, 7, 8, 9, 10, 11, 13, 16,and 17) survive termination.
REVIVE is not liable for failure or delay caused by events beyond itsreasonable control (including supply shortages, regulatory action,recalls, pandemics, transportation failures, cyber-attacks, orgovernment orders). REVIVE will use reasonable efforts to mitigate.
17.1 Governing law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
17.2 Arbitration; class waiver. Any dispute arising out of or relating to these Terms shall, after a thirty (30) day informal-resolution period, be finally resolved by binding arbitration administered by the ADR Institute of Canada in Toronto, Ontario, in English, before a single arbitrator. The Customer waives any right to participate in a class action, class arbitration, or representative proceeding against REVIVE. Either party may seek interim or injunctive relief from a court of competent jurisdiction. Any claim must be brought within one (1) year of accrual.
18.1 Entire agreement; amendment. These Terms (with the Privacy Policy, Cookie Policy, and Refund Policy) are the entire agreement and supersede prior agreements on the same subject. REVIVE may amend these Terms by posting an updated version; material changes take effect thirty (30) days after notice.
18.2 Assignment. The Customer may not assign these Terms without REVIVE's written consent. REVIVE may assign without consent, including in connection with a corporate transaction.
18.3 Severability; waiver; independent contractors. If any provision is unenforceable, the remainder remains in effect. No failure to enforce is a waiver. The parties are independent contractors.
18.4 Language. The parties have expressly required that these Terms be drafted in English. Les parties ont expressément exigé que la présente convention soit rédigée en langue anglaise.
18.5 Notices. Notices to REVIVE: legal@revivehealthcaregroup.com. Notices to the Customer: the Account email of record.
REVIVE Healthcare Group Inc. — Legal: legal@revivehealthcaregroup.com — Phone: +1 (888) 900-0698
