TERMS OF USE

Last updated: March 8, 2022

Welcome to ALK-Abelló Pharmaceuticals, Inc. (“ALK”, “us”, “we”, “our”).

1.       Acceptance of the Terms of Use

ALK operates https://alk.net/ca/ (“Website”) for informational purposes only. By visiting our Website, you agree to these Terms of Use, as they may be amended from time to time. If you do not agree to the Terms of Use, do not enter the Website. Our collection, use and disclosure of personal information in connection with your use of our Website is as provided in our Privacy Policy located at: link

2.       Changes to the Terms of Use

Subject to applicable law, we reserve the right to modify our Terms of Use at any time so please review the Terms of Use each time you access the Website. Material changes will be indicated on the revised Terms of Use. To the fullest extent permitted by applicable law and except where prohibited by law for users residing in the Province of Quebec, any changes will be effective immediately as of the updated revision date indicated above. Where required by law, we will provide notice of such amendment at least thirty (30) days before the amendment comes into force. This notice will contain exclusively the new clause, or the amended clause and the clause as it read formerly, and the date of the coming into force of the amendment. Where provided by law, you may refuse the amendment and cancel the contract without cost, penalty or cancellation indemnity by sending us a notice to that effect no later than thirty (30) days after the amendment comes into force, if the amendment entails an increase in your obligations or a reduction in ours. Your continued use of the Website following the posting of the revised Terms of Use, or following the date stated in the notice, means that you accept and agree to the changes, as they are binding on you. Where not required by law, we may also provide notice to you of revised Terms of Use upon entry to the Website or via other communications (e.g. electronic mail).

3.       Your Use of Content

The content available on or through use of our Website, including but not limited to data, documents, text, articles, interactive features, presentations, images, graphics, downloads, icons, logos, photographs, audio and video, links and references, and such other informational materials in all forms (collectively “Content”) is provided for informational purposes only.

THE CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR INFORMED MEDICAL ADVICE PROVIDED BY A QUALIFIED DOCTOR OR OTHER HEALTH CARE PROFESSIONAL. THE WEBSITE DOES NOT PROVIDE THERAPEUTIC OR DIAGNOSTIC INFORMATION OR RECOMMENDATIONS. THE WEBSITE IS NOT INTENDED OR SUITABLE FOR USE IN DIAGNOSING, SELF-DIAGNOSING, MONITORING OR TREATING ANY HEALTH CONDITION. YOU SHOULD CONSULT WITH A QUALIFIED DOCTOR OR OTHER HEALTH CARE PROFESSIONAL FOR MEDICAL ADVICE OR INFORMATION RELATED TO ANY CONTENT ON THE WEBSITE BEFORE TAKING ANY ACTION.

WE DO NOT WARRANT THE ACCURACY, COMPLETENESS OR USEFULNESS OF THE CONTENT. RELIANCE ON ANY CONTENT ON OUR WEBSITE IS SOLELY AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH CONTENT BY YOU OR ANY OTHER VISITOR TO OUR WEBSITE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF THEIR CONTENT.

4.       Intellectual Property Rights

The Website, and all of its Content, features and functionality (including but not limited to the software, design, selection and arrangement thereof) are owned by ALK, its licensors or other providers of such material and are protected by Canadian and international intellectual property laws. We reserve the right to change, modify or delete the Content, features or functionality off the Website at any time.

Subject to your compliance with these Terms of Use, you may view, print or download one copy of Content (except for third party materials identified as such) solely for your personal, informational, non-commercial use, provided you keep all copyright and other proprietary notices intact. You may not otherwise, in whole or in part, copy, reproduce, modify, republish, upload, post, transmit or distribute in any form, or create any derivative work based on such Content, without our prior written permission. No links to our Website may be included in a third party website without our prior written permission.

Except as expressly permitted herein, the use of ALK’s trademarks or any Content is expressly prohibited and may be in violation of copyright, trademark and other similar laws. The entire Content of the Website are subject to copyright protection. No license or other right under any patent or trademark of ALK or any third party or to the Content is granted to you.

Subject to our Privacy Policy, you agree that any material or information you submit through or to the Website will not be deemed confidential or proprietary and you authorize us to use, disclose, copy, modify, adapt or otherwise publicly display all or any of such material for any purpose whatsoever without restriction. You represent, warrant and covenant that you will not submit any material or information to the Website unless you have the unrestricted right to submit and authorize us to use such material and information as contemplated in these Terms of Use (including all required waivers of moral rights), and shall indemnify, defend (at our option) and hold harmless ALK and its Representatives (as defined below) against any claim, including a claim of infringement, arising out of such material or information. Subject to our Privacy Policy, we reserve the right, in our discretion, to remove or delete any material or information you submit through or to the Website without notice to you.

5.       Termination and Cancellation

You acknowledge and agree that we may, in our sole discretion, change, suspend or terminate, temporarily or permanently, your access to and use of the Website, for any reason, without liability to you or any other person or entity. Upon suspension or termination of your access to, and use of, the Website, all rights, licenses, consents and authorizations granted pursuant to these Terms of Use shall immediately and automatically terminate.

You may elect to delete your profile at any time. Please note that once you have deleted your profile, you may not be able to access certain functionality or download any data that was resident on our system through your profile from our Website.

6.       Right to Handle Your Data

You hereby grant ALK a non-exclusive, sublicensable, royalty-free, fully paid-up, worldwide, perpetual and transferable right to Handle (as defined below) your data to make our Website available to you and to generate and use Aggregated Information (as defined below).

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   1. Handling by Third Parties. You agree that all such data may be, without further consent from you, Handled by a third-party for either: (a) purposes which serve our business purposes, including data monitoring or storage; or (b) for regulatory or other reasons which are imposed on us in Canada or in any other jurisdiction in which we decide to store or process such data.
   2. Aggregated Information. We own all Aggregated Information and may use such Aggregated Information for any purpose we see fit, including publication of, and creation of derivative works from, the Aggregated Information, provided that such use shall not reveal to a third party any confidential information or the identity of our users.

For the purposes of this Section 6, “Handle” means to process, record, transfer, access, receive, use, disclose, retain, dispose of, destroy, manage, collect, store, or otherwise handle and any variation of “Handle” and “Handling” has the same meaning depending on the context. “Aggregated Information” means all information derived from your use of our Website and includes, usage information, data and other content provided, however, such information shall not be able to reveal your identity (or the identity of the relevant user).

7.       Privacy

We take the protection of personal information that you provide on our Website and through other means very seriously. Please refer to our Privacy Policy.

When you open the Website for the first time, you will receive pop-up notifications. These will ask you whether you consent to the processing of data about how you use the Website (i.e., cookies pop-up) and whether the Website can access your location while you are using the Website. If you do not wish such data to be processed you can click on ‘Don’t Allow’. If you later change your mind, you can turn this on or off in your browser settings at any time.

You can also download and delete data that the Website has processed about you at any time. To download and delete data collected from the Website, please contact customer service at reception@alk-abello.com.   This data will be processed in accordance with our Privacy Policy.

8. Third Party Tools and Websites

Our Website may contain links to, or automatically produce search results for, third party tools, websites or apps that are not owned, affiliated or operated by ALK. These links are provided for your information only. We have no control over any third party website or app and do not endorse, sponsor or recommend your use of such website or app. We are not responsible for the content of third party websites or third party apps and shall not be liable for any damages or injury arising from your use of such websites or apps. Accordingly, we recommend that you read the applicable third party terms and privacy policies for more information.

9.       Prohibited Uses

In addition to other prohibitions as set forth in these Terms of Use, you are prohibited from using the Website or its applicable Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, state, or provincial/territorial regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to 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 Website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Website, other websites, or the Internet. We reserve the right to terminate your use of the Website for violating any part of these Terms of Use, including this Section.

10.       Disclaimer and Limitation of Liability
    1. Disclaimer of Warranty.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW AND EXCEPT WHERE PROHIBITED BY LAW FOR USERS RESIDING IN THE PROVINCE OF QUEBEC: (A) OUR WEBSITE, AS WELL AS THE CONTENT AVAILABLE THEREON, ARE PROVIDED ON A STRICTLY “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED; AND ALK AND ITS AFFILIATES, AGENTS, SERVICE PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, ADVERTISERS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “REPRESENTATIVES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES AND IMPLIED CONDITIONS OF TITLE, NONINFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES OR CONDITIONS THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES OF CONDITIONS THAT THE WEBSITE AND CONENT ARE CURRENT AND/OR UP-TO-DATE. ALK AND THE REPRESENTATIVES DO NOT WARRANT THAT THE WEBSITE AND CONTENT NOR YOUR USE OF THE WEBSITE AND CONTENT WILL BE COMPLETE, ACCURATE, CURRENT, RELIABLE, UNINTERRUPTED, ERROR-FREE OR SECURE, NOR THAT DEFECTS WILL BE CORRECTED, NOR THAT THE WEBSITE AND APPLICATION ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE WEBSITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND CONTENT AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF ALK OR ANY OF THE REPRESENTATIVES, WHETHER MADE ON OR IN CONNECTION WITH THE WEBSITE AND CONTENT SHALL CREATE ANY WARRANTY.

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   2. No Implied Warranty.

Some jurisdictions do not allow the disclaimer of implied warranties of merchantability and fitness for a particular purpose, so the above disclaimers or exclusions may not apply to you. In the event that applicable law imposes implied warranties on websites and applications, notwithstanding the foregoing, such implied warranties shall not have a duration greater than required under the applicable law, shall terminate automatically at the end of such period and shall be disclaimed and excluded to the fullest extent permitted by applicable law. You may also have other rights under applicable law which vary depending on where you live.

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   3. Limitation of Liability.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL ALK NOR ANY OF ITS REPRESENTATIVES BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, PERSONAL INJURY UP TO AND INCLUDING DEATH, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA OR LIABILITIES UNDER CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE WEBSITE, CONTENT AND/OR ANY LINKED WEBSITE OR APPLICATION, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO OUR WEBSITE, CONTENT AND/OR ANY THIRD PARTY WEBSITE IS TO STOP USING THE ALK WEBSITE AND CONTENT OR THE APPLICABLE THIRD PARTY WEBSITE, AS APPLICABLE.

ALK’S WEBSITE MAY BE USED BY YOU TO SEARCH FOR AND CONNECT WITH PROFESSIONALS, BUT YOU AGREE THAT ALK AND ALK’S REPRESENTATIVES HAVE NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY PROFESSIONAL SERVICES PROVIDED TO YOU BY PROFESSIONALS. YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM OR THROUGH THE WEBSITE IS SOLELY AT YOUR OWN RISK.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY AGREEMENT MADE BETWEEN A PROFESSIONAL AND YOURSELF, AS WELL AS ANY PROFESSIONAL SERVICES THE PROFESSIONAL PROVIDES. ALK IS NOT LIABLE IN ANY WAY FOR ANY AGREEMENT MADE BETWEEN A PROFESSIONAL AND YOURSELF OR FOR THE ENFORCEMENT OF SUCH AGREEMENT. ALK IS NOT A PROFESSIONAL SERVICE PROVIDER AND IS NOT RESPONSIBLE FOR ANY PROFESSIONAL SERVICES.

11.       Indemnification

You agree to fully indemnify, defend (at ALK’s option) and hold harmless ALK and its Representatives, from any and all liability and claims, damages, losses, costs (including reasonable professional fees and disbursements) and other expenses that arise directly or indirectly out of or from (a) your use of and access to the Website, (b) your violation of these Terms of Use, our Privacy Policy and applicable law, (c) your violation of any third party’s intellectual property rights, and/or (d) your negligent acts, willful misconduct or omissions.

12.       Children

Children under the age of majority in their jurisdiction of residence are not the intended audience for the Website.

13.       General
    1. Governing Law

For users other than individuals residing in the province of Quebec: Our Terms of Use and any access to or use of Website shall be governed by, and construed in accordance with the internal laws of the Province of Ontario and the federal laws of Canada therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

For users who are individuals residing in the province of Quebec: Our Terms of Use and any access to or use of Website shall be governed by, and construed in accordance with the internal laws of the Province of Quebec and the federal laws of Canada therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Quebec or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Quebec.

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   2. Dispute Resolution through Arbitration and Submission to Jurisdiction.
      1. To the greatest extent permitted by law, and except where prohibited by law (including, but not limited to, for individuals residing in the province of Quebec), any controversy, dispute, disagreement or claim arising out of, relating to or in connection with the Website, these Terms of Use or any breach hereof, including any question regarding its existence, validity or termination, shall be finally and conclusively resolved by arbitration under Arbitration Act, 1991, S.O. 1991, c. 17 (the “Act”). There shall be one (1) arbitrator selected in accordance with the Act. The parties to the arbitration shall equally share the fees of the arbitrator and the facility fees and the parties shall each bear their own legal costs and expenses of the arbitration; provided, that the arbitrator shall have the authority to award such fees, costs and expenses in the decision of the arbitrator. The arbitration shall be conducted in English. Any decision of the arbitrator shall be final and binding on the parties and their respective successors and assigns and there shall be no right to appeal such decision, whether on a question of law, a question of fact, or a mixed question of fact and law.
      2. To the greatest extent permitted by law, and  except where prohibited by law for users who are individuals residing in the province of Quebec, if Section 14(b)(ii) is not enforceable, then without prejudice to the ability of any party to enforce these Terms of Use in any other proper jurisdiction, each of the parties irrevocably and unconditionally submits and attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario to determine all issues, whether at law or in equity, arising from this Agreement.
   3. Waiver of Class Proceedings

To the greatest extent permitted by law, and  except where prohibited by law for users who are individuals residing in the province of Quebec, you hereby waive any right you may have to commence or participate in any class action lawsuit against ALK and/or ALK’s Representatives related to any claim, dispute or controversy and, where applicable, you hereby agree to opt out of any class proceeding against ALK and/or ALK’s Representatives otherwise commenced.

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   4.  Severability

If any portion or provision of these Terms of Use shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of these Terms of Use, or the application of such portion of provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of these Terms of Use shall be valid and enforceable to the fullest extent permitted by law.

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   5. Assignment

You may not assign, in whole or in part, any of your rights or obligations under the Terms of Use. ALK may, without prior notice or consent, assign the Terms of Use or any of its rights or obligations hereunder. You give your approval to ALK for it to assign the Terms of Use, in whole or in part, and upon such assignment the assignee shall assume all the rights and obligations of ALK and ALK shall be released. The Terms of Use will inure to the benefit of ALK’s successors and assigns.

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   6. Further Assurances

You agree to execute and deliver all such further documents and instruments and do all acts and things as ALK may reasonably require to carry out the full intent and meaning of the Terms of Use.

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   7. Relationship between the Parties

There is no joint venture, partnership, employment or agency relationship created between you and ALK as a result of the Terms of Use or access or use of the Website.

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   8. Headings and Summaries

The headings, captions and summaries in these Terms of Use are for convenience only and in no way define or describe the scope or content of any provision of these Terms of Use.

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   1. Notices

Except as otherwise stated in our Terms of Use or as expressly required by law, any notice to us, including for purposes of termination, shall be given in writing here.

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   10. Other Rules of Interpretation

Any reference to gender includes all genders; words importing the singular number only shall include the plural and vice versa; the word “or” is not exclusive; the words “including”, “includes” and “include” mean “including without limitation”; and “shall” means “will” and “must”, all three of which can be changed interchangeably and shall not mean “may”.

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   11. No Waiver of Covenants

Failure by us to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in our Terms of Use or to exercise any election shall not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same shall continue and remain in full force. No waiver shall be deemed to have been made unless expressed in writing.

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   50. Surviving Provisions

Notwithstanding the cancellation or termination of the Terms of Use, those rights and obligations that are stated to or which by their nature are intended to survive such expiration or termination shall survive, including the sections entitled: Section 3 (Your Use of Content); Section 4 (Intellectual Property Rights), Section 5 (Termination and Cancellation); Section 6 (Right to Handle Your Data); Section 7 (Privacy), Section 10 (Disclaimer and Limitation of Liability); Section 11 (Indemnification); Section 13(a) (Governing Law), Section 13(b) (Dispute Resolution through Arbitration and Submission to Jurisdiction), Section 13(c) (Waiver of Class Proceedings), Section 13(f) (Further Assurances); Section 13 (g) (Relationship between the Parties); this Section 13(l) (Surviving Provisions); Section 13(n) Entire Agreement; and Section 13(o) Language.

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   1000. Force Majeure

Without limiting anything else in the Terms of Use, if ALK is unable to make the Website available for any reason or circumstances beyond the reasonable control of ALK, including fire, flood, earthquake, elements of nature, acts of God, epidemic (whether or not declared), pandemic (whether or not declared), explosion, power failure, third party caused damage to network infrastructure, war, terrorism, cyber terrorism/warfare, revolution, civil commotion, cyber terrorism/warfare, acts of public enemies, law, order, regulation, ordinance or requirement of any government or legal body having jurisdiction, or labour unrest such as strikes, slowdowns, picketing or boycotts, ALK and ALK’s Representatives shall not be liable for that default or delay, or inability to make the Website available, and shall be excused from further performance of its affected obligations.

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   14. Entire Agreement

The Terms of Use and anything else incorporated or referred to herein constitute the entire agreement between you and ALK and supersede all prior communications, agreements and understandings, written or oral, with respect to the subject matter of our Terms of Use.

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  • Language

You and we have requested that the Terms of Use and all correspondence and all documentation relating to the Terms of Use be written in the English language. Les parties aux présentes ont exigé que la présente entente, de même que toute la correspondance et la documentation relative à cette entente, soient rédigées en langue anglaise.

14. Contact Us

Please contact us with any problems, questions or suggestions regarding our Terms of Use at reception@alk-abello.com.