Terms & Conditions

ADAPT PHARMA WEBSITE TERMS

Last revision: September 4, 2018

2018This is a legal agreement between you (“You” or “Your”) and Adapt Pharma Operations Ltd (“Company”, “we”, “us” or “our”) (together You and Company the “Parties” and individually a “Party”).

BY ACCESSING OR USING THIS WEBSITE INCLUDING TO BROWSE OR VIEW CONTENT YOU AGREE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT (THE “SITE TERMS” OR THIS “AGREEMENT”) AND AGREE TO BE BOUND BY IT. IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT THIS AGREEMENT, PLEASE CONTACT COMPANY BEFORE, BROWSING OR VIEWING CONTENT AT THIS SITE AT NARCANCANADA.OUTREACH@ADAPTPHARMA.COM.

YOU MAY ALSO AGREE TO, OR HAVE AGREED TO, THE VIDEO UPLOAD AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THAT AGREEMENT AND THIS AGREEMENT, THE VIDEO UPLOAD AGREEMENT SHALL APPLY WITH RESPECT TO ANY MATTER ARISING FROM OR RELATED TO THE VIDEO YOU UPLOADED AND THIS AGREEMENT SHALL APPLY TO OTHER USES AND PARTS OF THIS SITE AND ANY AND ALL OTHER CONTENT MADE AVAILABLE ON THE SITE (THE “SITE”).

NOTE: THESE SITE TERMS INCLUDE PROVISIONS THAT EXEMPT AND LIMIT THE LIABILITY OF COMPANY AND OTHER PERSONS AND REQUIRES THAT ANY DISPUTES BE ARBITRATED.

  1. Eligibility to Use Site

You represent and warrant that You are the older of 18 years of age, and the age of majority in the Province or Territory in which You reside.

  1. Modification of Site Terms

We reserve the right to modify, supplement or amend the Site Terms in our sole discretion from time to time. If the Site Terms are modified, supplemented or amended, we will post the new terms on the Site and will indicate the date they were last updated. Any modification, supplement or amendment will be effective upon posting of the revised Site Terms. Your use of the Site following the posting will constitute your confirmation and agreement to the updated Site Terms.

  1. License and Permitted Use
  1. Subject to the terms and conditions hereof, we grant You a limited license to use the Site solely for your own informational and non-commercial purposes.
  1. Except as expressly permitted under these Site Terms, any reproduction, distribution, republication, reposting, displaying, mirroring, scraping, downloading, framing or other making available, or reverse engineering, of the Site or portions thereof, is prohibited. You agree not to use any data mining, robots, bots, spiders, automated tools or other data gathering or extraction methods, directly or indirectly, or to collect any information from the Site or any other user of the Site. You also agree not to use the Site for any unlawful purpose or in any unlawful manner, or in any manner that is otherwise contrary to or violates any law, regulation or the rights of any third party or in a manner that could damage, disable, overburden, or otherwise interfere with the normal operation of this Site, including any other person’s use or enjoyment of the Site.
  1. If You use a password to access the Site or any portion of it, then You agree to maintain it in confidence and to ensure it is not used by anyone other than You.
  1. Hyperlinks
  1. You are granted a limited, non-exclusive, revocable right to create a hypertext link to this Site, provided such link does not, and You agree not to, portray us or any of our products or services in a false, misleading, derogatory, unflattering or defamatory manner. You may not use, frame or utilize framing techniques to enclose any trademark or any part of the Site without Company’s express written consent.
  1. The Site may from time to time include links to other Internet sites or resources and businesses operated by other persons (collectively “Other Sites”). Other Sites may be independent from us, and we do not have responsibility or liability for or control over Other Sites, their business, goods, services, or content. Links to Other Sites are provided solely for your convenience. Your use of Other Sites and your dealings with the owners or operators of Other Sites are at your own risk, and you shall not make any claim against us arising out of your use of any Other Sites or your dealings with the owners or operators of any Other Sites. We make no claim, representation or warranty regarding, do not endorse, and accept no responsibility for, the quality, content, nature, reliability, products, information, or services of Other Sites, or web sites linking to this Site.
  1. Privacy
  1. In your dealings with Company you may provide us with personal information. Personal information means any information about or relating to an identifiable person that we collect in relation to your use of the Site, but does not include the name, title or business address or telephone number of an employee of an organization. These terms do not apply to the practices of entities that we do not own or control, or to individuals that we do not employ or manage or to any Personal Information not collected at the Site.
  1. We may collect information reasonable necessary to provide you with access to the Site. The types of personal information collected may include your browser or mobile platform including your browser type, location, IP address, as well as the pages you visit. We may use "cookies" (small pieces of data we store on your computer, mobile phone, or other device) to make the Site easier to use and to protect both you and Company. You can remove or block browser cookies using the settings in your browser, but in some cases that may impact your ability to use the Site. We may also use Google Analytics to help us understand how users engage with our Site. The information collected and how it is used is described at http://www.google.com/intl/en/analytics/privacyoverview.html. Certain pages on our site may contain “web beacons” (also known as Internet tags, pixel tags and clear GIFs). A web beacon is an electronic image placed on a web page that can serve many of the same purposes that cookies serve, such as recording the pages you visit using our Site or to track the traffic patterns of users from one page to another. With both cookies and web beacon technology, the information that we collect and share is anonymous and not personally identifiable. It does not contain your name, address, telephone number, or email address.
  1. We use Personal Information only in connection with the Site such as to measure and analyse use of the Site and improve our Site.
  1. We may release personal information when we believe in good faith that release is necessary to comply with laws including to comply with subpoenas, court orders, or other requests (including criminal and civil matters), or enforce or apply our conditions of use and other agreements; or to protect the rights, property, or safety of Company, our employees, our users, or others. We may also use a variety of technological systems to detect and address anomalous activity and screen content to prevent abuses.
  1. For clarity, we may share non-personal information such as aggregated non-identifying information to third parties. Our Site may automatically collect usage information, such as the numbers and frequency of visitors to our Site. We use this information in aggregate form and not in a manner that would identify you personally.
  1. Ownership of Site.
  1. This Agreement does not confer upon You any right, title or interest or license in or to the Site or any part thereof or any copyright or other Proprietary Right in the Site or used at the Site including any trade-mark, trade-name, logo, or brand or product name of or used by Company or its affiliates (a “Trademark”), except as expressly set forth herein.
  1. You agree not to use may not use any Trademarks (or any imitations or confusing trademarks) , in HTTP headers, meta tags or any other non-visible pages, text or code, without Company’s prior written consent.
  1. Limitations of and Disclaimers of Liability
  1. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED (CAN) $500.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY OF THE FOLLOWING TYPES OF DAMAGES: CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR AGGRAVATED DAMAGES, DAMAGES RELATED TO OR ARISING FROM PERSONAL INJURIES OR DEATH, MEDICAL OR HEALTH COSTS OR EXPENSES, OR MENTAL DISTRESS, DAMAGES FOR LOSS OF PROFITS OR REVENUES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY: (A) IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN; AND (B) TO COMPANY AND ITS AFFILIATED COMPANIES, THEIR SUCCESSORS, ASSIGNS, AGENTS, DISTRIBUTORS, SUPPLIERS, AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND INDEPENDENT CONTRACTORS (COLLECTIVELY, THE “COMPANY PARTIES”). COMPANY IS NOT RESPONSIBLE FOR THE ACTIONS OF THIRD PARTIES, AND YOU RELEASE COMPANY AND COMPANY PARTIES’ FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES ARISING FROM OR RELATED TO THIS AGREEMENT.
  1. YOU AGREE THAT USE OF THIS SITE (INCLUDING ALL SITE MATERIALS) MADE AVAILABLE, DISTRIBUTED BY, DOWNLOADED, OR ACCESSED FROM OR THROUGH THIS SITE IS AT YOUR SOLE RISK. THIS SITE IS PROVIDED ON AN “AS IS”, “WHERE IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OR DURABILITY, AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS INCLUDING THOSE ARISING UNDER STATUTE ARE HEREBY DISCLAIMED.
  1. YOU AGREE NOT TO TAKE ACTION OR MAKE ANY CLAIM AGAINST ANY OF THE COMPANY PARTIES NOT LATER THAN SIX MONTHS FOLLOWING THE DATE THE CAUSE OF ACTION FIRST AROSE.
  1. YOU AGREE THAT THE COMPANY PARTIES OTHER THAN US ARE INTENDED THIRD PARTY BENEFICIARIES OF THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY AND IN THESE SITE TERMS.
  1. Applicable Law and Disputes
  1. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario applicable to agreements made and entirely to be performed within the Province of Ontario, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws. This Agreement shall be deemed to be made in Ontario and You agrees not to commence any action, suit or proceeding against Company or any affiliate of Company or any other Company Parties arising from or related to this Agreement or the Site or any Content in any jurisdiction other than Ontario.
  1. You agree that any claim, action, dispute, disagreement or controversy, at law or in equity, arising out of or relating to this Agreement, the Site or the use thereof, shall, except to the extent expressly prohibited by law, be exclusively resolved by confidential, final and binding arbitration by a sole arbitrator in an arbitration pursuant to the provisions of the Arbitration Act, 1991 (Ontario). Judgement upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of such jurisdiction may require or allow. The arbitration shall take place in the City of Toronto, Ontario, Canada. The arbitrator shall not limit, expand or modify the terms of this Agreement nor award damages in excess of compensatory damages permitted under this Agreement, and you waive any claim to such excess damages. The arbitrator shall not have any ability to award any equitable remedies against us. The arbitrator shall not have the right to award any damages in excess of damages that could lawfully be awarded by a court of competent jurisdiction. The arbitrator shall issue a written decision containing findings and conclusions on all significant issues. Each party shall bear its own expenses and an equal share of all costs and fees of the arbitration. The content and result of any arbitration shall be held in confidence by all participants, each of whom will be bound by an appropriate confidentiality agreement.
  1. You also agree, except to the extent prohibited by law not to join any arbitration under this Agreement to any other arbitration involving any other party subject to these or a similar version of this Agreement, whether through class arbitration proceedings or otherwise.
  1. General
  1. These terms and conditions apply exclusively to your access to, and use of, this Site and do not alter in any way the terms or conditions of any other agreement you may have with Company for products, services, or otherwise.
  1. The parties have requested that this agreement and all related documents be drawn up in the English language only. Les parties aux présentes on demandé que la présente convention et tous les documents et conventions s’y rapportant soient rédigées en langue anglaise seulement.
  1. If any provision of these Site Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of these Site Terms and shall not affect the validity and enforceability of any remaining provisions.
  1. We may assign these Site Terms and our rights and obligations hereunder without your consent. The provisions of these Site Terms will ensure to the benefit of and be binding upon us and each of our respective successors and assigns. You may not assign these Site Terms or Your rights and obligations hereunder without our express prior written consent, which may be withheld in our sole discretion.
  1. No waiver, express or implied, by either party of any breach of or default under these Site Terms will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.
  1. You and we are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these Site Terms or your use of this Site.
  1. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto.  There are no representations, warranties, terms, conditions, undertakings, whether collateral, express, implied, statutory, or otherwise between the parties other than as expressly set forth in this Agreement.

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