PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. All users of this site agree that access to and use of this site is subject to the following terms and conditions and other applicable law. By using this site, you agree to and accept these terms and conditions, including, without limitation, Warranty Disclaimer and Limitation of Liability set forth further below, so please be sure to read the following carefully. If you do not agree to these terms and conditions, please do not use this site.
Prices and Taxes
Prices listed on this website for products or services, unless otherwise noted, are exclusive of shipping charges, and of any applicable value-added, sales, use, excise, transfer, transport, or other tax, tariff or duty of any sort imposed by any government authority (“Taxes”). Customers are solely responsible for all Taxes payable in connection with the provision of products or services.
Promotion and Coupon Codes
Multiple coupon codes cannot be used simultaneously. When buying bulk volume through the website for special tiered discounts, no coupon code can be used.
Shipping & Delivery
Phivida Holdings LTD (referred to in these Terms and Conditions as “Phivida”, or sometimes “we” or “us”), generally ships items within one or two business days of our receipt and acceptance of an order. If there is a delay affecting our ability to ship generally, we will attempt to conspicuously post that fact on this site. We fill domestic orders using United States Postal Service Priority Mail and United Parcel Service, which generally result in delivery within two to three days. Requests for use of a courier service or for overnight shipping cannot be processed on this website; however, we generally can accommodate these requests if you place your order by phone at the telephone number first appearing above. Phivida requires a signature for all orders with a value of $250 or more.
Unless otherwise expressly agreed in writing, TIME IS NOT OF THE ESSENCE, and any delivery date requested or provided is an estimate only. Phivida is not responsible for delays or for non-performance resulting from causes beyond its reasonable control, including without limitation laws, rules, regulations or acts of any government, embargoes, blockades, armed conflict, terrorism, labor disputes, delays of carriers or suppliers, shortages of material, accidents, fires, floods, weather conditions and any other acts of God.
Unless otherwise noted on this website, delivery of products is FAS (Incoterms (2000), the international rules for the interpretation of trade terms of the International Chamber of Commerce) Phivida.com’s facility where the products you order are located at the time of shipment. This means that you will be charged for the cost of shipping, and title and risk of loss will pass to you upon Phivida.com delivery of the products you order to the U.S. postal service or courier service.
Phivida ships to any state across USA, but will not fulfill international shipments (including Canada and Mexico), unless the prevailing legal jurisdiction of the country of destination permits. In such case, you will be the importer or exporter of record and are responsible for all required licenses, permits and authorizations. Customs and import duties may apply to international sales. Those charges are the responsibility of the recipient of your order and vary from country to country. It is your responsibility to check with the appropriate authorities to verify whether the country to which you are having products delivered permits the importation of those products, and whether customs or import duties or similar charges will apply. Phivida Holdings LTD is not responsible for any direct, indirect, punitive, or consequential damages that arise from improper international shipping practices. Your order will be subject to standard terms of Force Majure on export and the purchaser agrees to indemnify Phivida Holdings LTD from loss, damage or tampering and/or acts of god or terrorism.
Phivida.com accepts returns and offers a full refund, no questions asked, if the product is returned and received by Phivida.com within thirty (30) days after it was delivered to the destination you specified and is unopened/tampered, and undamaged. You will receive a full refund for all unused and unadulterated portions of unopened/tampered, and undamaged products. If the product is returned unopened and unused, a one hundred percent refund will be provided. Unless you return products within the thirty day period specified above, you conclusively will be deemed to have accepted the products in full. Customers are responsible for the shipping cost of returning items to Phivida.com.
If a package is lost after we ship it, Phivida will not be responsible if the shipment is uninsured or if the tracking information lists the order as “delivered,” which means UPS or the courier service delivered the product to the address specified. If the package is sent to an address other than the one you specified, upon return of the original package to Phivida, Phivida will reship the order. Please note that Phivida is not responsible for errors of USPS or courier services, or if you provide or confirm an incorrect address. It therefore is very important that you ensure that the address you give to us is exactly correct, as any mistake could delay delivery and will entail extra expense to you. If you place an order by phone, we will read the delivery address (and other information you provide) aloud and repeat it to you, to help you be sure it is correct.
Website Health and Medical Disclaimer
This website may contain general information about diet, health and nutrition. The information is not advice, and should not be treated as such. The general information on this website is provided “as is” without any representations or warranties, express or implied. Phivida makes no representations or warranties in relation to the medical information on this website. You must not rely on the information on this website as an alternative to medical advice from your doctor or other professional healthcare provider. If you have any specific questions about any medical matter you should consult your doctor or other professional healthcare provider. If you think you may be suffering from any medical condition you should seek immediate medical attention. You should never delay seeking medical advice, disregard medical advice, or discontinue medical treatment because of information on this website.
This site and, except as provided in the following sentence, the materials and products offered on this site are provided “as is” and without warranties of any kind, whether expressed or implied. Phivida warrants that all Phivida products purchased on this site, at the time of shipment, will not be adulterated, and will contain the ingredients specified for the products as labeled.
PHIVIDA MAKES NO warranty WITH respect to products, SERVICES OR THIS WEBSITE THAT IS NOT SET FORTH IN WRITING IN THESE TERMS AND CONDITIONS, and specifically disclaims and excludes, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, any and all other representations and warranties of any kind, express or implied, WRITTEN OR ORAL, arising by operation of law or OTHERWISE, including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose. THE remedies provided are exclusive, AND PHIVIDA expressly and specifically disclaims, and customer irrevocably waives, the right to seek, all other remedies.
Phivida does not represent or warrant that the functions contained in the site will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes the site available are free of viruses or other harmful components. Phivida does not make any warrantees or representations regarding the use of the materials in this site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise.
Some states restrict the use or extent of limitations or exclusions regarding warranties, so the foregoing limitations may not apply in full to you.
Limitation of Liability
In no event shall PHIVIDA BE liable for consequential, incidental, indirect or special damages of any kind, including without limitation loss of revenue, profits, value or use, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, or punitive or exemplary damages. NO PERSON IS AUTHORIZED ON BEHALF OF PHIVIDA TO GIVE ANY OTHER REPRESENTATIONS, OR TO MODIFY OR EXTEND the LIMITED WARRANTIES PROVIDED ON THIS WEB SITE, OR TO ASSUME ANY OTHER LIABILITY IN CONNECTION WITH THIS WEB SITE OR THE PRODUCTS OFFERED FOR SALE BY PHIVIDA. PHIVIDA’s total liability for any claim, whether in contract, warranty or tort (excluding willful misconduct or gross negligence) Will not exceed the price PAID FOR the product or service which gives rise to such claim. Phivida shall not, under any circumstances, be liable for any use of, or the inability to use, the materials on this site.
Applicable law may restrict the use or extent of limitations or exclusions to liability for incidental or consequential damages, so the foregoing limitations and exclusions may not apply in full to you. Nonetheless, in no event will Phivida’s liability for products purchased from this site exceed the price paid for such products, including any shipping and handling charges.
Typographical and Inadvertent Errors
In the event that a Phivida product is mistakenly listed at an incorrect price, Phivida reserves the right to refuse or cancel any orders placed for product listed at the incorrect price, whether or not the order has been confirmed and your credit card charged. If your credit card has been charged for the purchase and your order is cancelled, Phivida shall issue a credit to your credit card account in the amount of the incorrect price charged to you.
The entire content of this site, including but not limited to text, graphics and code, is copyrighted as a collective work under the United States and other copyright laws, and is the property of Phivida, d/b/a Phivida. The collective work includes works that are licensed to Phivida Copyright 2016. All rights reserved. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with Phivida or purchasing Phivida products. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material from the different areas of the site solely for your own non-commercial use, or to place an order with Phivida or to purchase Phivida products. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized in writing by Phivida You further agree not to change or delete any proprietary notices from materials downloaded from the site.
All trademarks, service marks and trade names of Phivida used in the site are trademarks or registered trademarks of Phivida.
Phivida may deliver notice to you by means of a general notice posted on the site, or an e-mail to any address you have provided to Phivida, or by any other method reasonably believed by Phivida to be reliable.
These terms and conditions are applicable to you upon your accessing the site and/or completing the registration or shopping process. These terms and conditions, or any part of them, may be terminated by Phivida, without prior notice, at any time for any reason. The provisions relating to Legal Notice, Website Health and Medical Disclaimer, Warranty Disclaimer, Limitation of Liability, Copyrights, Trademark, Governing Law/Jurisdiction, and Indemnification shall survive any termination.
Governing Law; Jurisdiction
Your use of this site shall be governed in all respects by the laws of the state of Washington, U.S.A., without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that personal jurisdiction and venue in any legal proceeding directly or indirectly arising out of or relating to this site (including but not limited to the purchase of Phivida products) shall be exclusively in the state and federal courts located in Washington, and you waive any right to the laying of venue in such courts and the right to claim inconvenient forum. Any cause of action or claim you may have with respect to the site (including but not limited to the purchase of Phivida products) must be commenced within one (1) year after the claim or cause of action accrues. Phivida’s failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions.
Use of Site
Harassment in any manner or form on the site, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Phivida or other licensed employee, host, or representative, as well as other members or visitors on the site is prohibited. You may not upload to, distribute, or otherwise publish through this site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the site or use the site to solicit others to join or become members of any other commercial online service or other organization.
Phivida does not and cannot review all communications and materials posted to or created by users accessing the site, and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, Phivida is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any content or activities on the site. However, Phivida reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or other intellectual property right of another, or (d) offensive or otherwise unacceptable to Phivida in its sole discretion.
You agree to indemnify, defend, and hold harmless Phivida, its officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your internet account.
Your use of linked sites and third-party services and resources is at your own risk. In an attempt to provide increased value to our visitors, Phivida may link to sites operated by third parties. However, these linked sites are provided solely for your convenience, and you enter them at your own risk. Phivida has no control over these linked sites, all of which have separate privacy and data collection practices, independent of Phivida Nonetheless, Phivida seeks to protect the integrity of its web site, and therefore requests any feedback on sites to which it links, including if a specific link does not work.
FOOD AND DRUG ADMINISTRATION (FDA) DISCLOSURE
These statements have not been evaluated by the FDA and are not intended to diagnose, treat or cure any disease. Always check with your physician before starting a new dietary supplement program.
Prospective investors should rely only on the information contained in the amended and restated preliminary prospectus dated August 17, 2017 (the “Amended and Restated Preliminary Prospectus”). This corporate update presentation is qualified in its entirety by reference to, and must be read in conjunction with, the information contained in the Amended and Restated Preliminary Prospectus. A prospective investor is not entitled to rely on parts of the information contained in this corporate update to the exclusion of others. None of Phivida Holdings LTD (“Phivida”, the “Company”, “we”, or “us”), or Cananccord Genuity Corp., Mackie Research Capital Corporation or Haywood Securities Inc. (together the “Agents”) have authorized anyone to provide prospective purchasers with additional or different information. Phivida and the Agents are not offering to sell shares in any jurisdiction where the offer or sale of such securities is not permitted. For prospective purchasers outside Canada, none of Phivida nor the Agents have done anything that would permit this offering or possession or distribution of the Amended and Restated Preliminary and final prospectus in any jurisdiction where action for that purpose is required, other than in Canada. Prospective purchasers are required to inform themselves about, and to observe any restrictions relating to, this offering and the possession or distribution of the Amended and Restated Preliminary and final prospectus. In this corporate update, all amounts are in Canadian dollars, unless otherwise indicated. Capitalized terms that are not defined in this corporate update have the meanings ascribed to them in the Amended and Restated Preliminary Prospectus. Any graphs, tables or other information in this corporate update demonstrating the historical performance of Phivida or any other entity contained in this corporate update are intended only to illustrate past performance of such entities and are not necessarily indicative of future results of Phivida. This corporate update contains “forward-looking information” for purposes of applicable securities laws (“forward-looking statements”). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations or assumptions regarding the future of our business, future plans and strategies, our operational results and other future conditions. Forward-looking statements can be identified by words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “seek”, “target”, “potential”, “will”, “would”, “could”, “should”, “continue”, “contemplate” and other similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout his corporate update and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our financial performance, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. This forward-looking information includes, among other things, statements relating to: plans regarding our revenue, expenses and operations; our anticipated cash needs and our need for additional financing; ability to protect, maintain and enforce intellectual property rights; plans for and timing of expansion of solutions and products; future growth plans and the ability to meet our business objectives; the acceptance by customers and the marketplace of new products and solutions; ability to attract new customers and develop and maintain existing customers; ability to attract and retain personnel; expectations with respect to advancement and adoption of new product lines and ingredients; competitive position and expectations regarding competition; and anticipated trends and challenges in our business and the markets in which we operate. Although we base the forward-looking statements contained in this corporate update on assumptions that we believe are reasonable, we caution you that actual results and developments (including our financial performance, financial condition and liquidity, and the development of the industry in which we operate) may differ materially from those made in or suggested by the forward-looking statements contained in this corporate update. Despite a careful process to prepare and review the forward-looking statements, there can be no assurance that the underlying opinions, estimates, and assumptions will prove to be correct. Certain assumptions made in preparing the forward-looking statements contained in this corporate update include, without limitation: our growth in North America and internationally; our ability to retain key management and personnel; our ability to establish our international presence and grow our international client base; our ability to obtain and maintain existing financing on acceptable terms; favourable legislative and regulatory development with respect to industrial hemp and marijuana; and our ability to keep pace with client preferences and demands. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors” section of the Amended and Restated Preliminary Prospectus. The risk factors contained in the Amended and Restated Preliminary Prospectus should not be construed as exhaustive and should be read with the other cautionary statements in the Amended and Restated Preliminary Prospectus. Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in the Amended and Restated Preliminary Prospectus or this corporate update. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in the Amended and Restated Preliminary Prospectus or this corporate update. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement in this corporate update is made as of the date of the Amended and Restated Preliminary Prospectus, and, except as required by law, we undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data. An investment in our shares is subject to a number of risks that should be considered by a prospective purchaser. Prospective purchasers should carefully consider the risk factors described under “Risk Factors” in the Amended and Restated Preliminary Prospectus and final prospectus before purchasing shares. Cautionary Note Regarding United States Securities Laws This corporate update does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities of Phivida in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities of Phivida have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons,” as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration is available.