Terms and Conditions of Use
These Terms and Conditions of Use (the “Terms and Conditions”) contain the terms and conditions governing access to and use of (a) the Mallinckrodt Pharmaceuticals website (located at https://www.mallinckrodt.ca), (b) the WebApp website (located at https://www.mallinckrodt.ca/orders), and (c) the Flex website (located at http://www.flex.mallinckrodt.ca) (hereinafter, individually “a Web Site” and collectively, “the Web Sites”), and any and all services, features, tools and web applications made available through and in association with the Web Site (collectively, the “Services”). The Terms and Conditions are set by Ikaria Canada Inc., a Mallinckrodt Pharmaceuticals company, and its affiliates, (“Mallinckrodt Pharmaceuticals”, “We”, “we”, “Us”, “us”, “Our” or “our”) and are accepted by you (“You”, “you”, “Your” or “your”) upon your use of the Web Sites and/or any Services. These Terms and Conditions govern your access and use of the Web Sites and the Services. By accessing or using the functions of the Web Sites and/or accessing or using the Services, you agree to be bound by these Terms and Conditions, including any additional guidelines, restrictions, or rules that may be posted in connection with specific sections or Services of a Web Site. All such additional posted guidelines, restrictions, or rules are hereby incorporated by reference into these Terms and Conditions.
BY USING ANY OF THE SERVICES OR THE WEB SITES, YOU ARE SUBMITTING YOUR ACCEPTANCE TO THESE TERMS AND CONDITIONS AND ARE AGREEING TO BE BOUND BY AND BE A PARTY TO THESE BINDING TERMS AND CONDITIONS.
IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, OR DO NOT HAVE THE AUTHORITY TO AGREE TO THEM ON BEHALF OF YOUR ORGANIZATION, YOU ARE PROHIBITED FROM USING OR ACCESSING THE WEB SITES AND YOU MUST NOT USE THE SERVICES.
GENERAL. This website is provided by Mallinckrodt Pharmaceuticals for the convenience of visitors to our website. Nothing on this website should be construed as an offer to form a binding contract, or as granting any license or transfer of intellectual property. Your use of this site is at your own risk. Notwithstanding any other provision herein, Mallinckrodt Pharmaceuticals reserves the right, in the event of a violation of these terms and conditions, to protect its rights, property and interests to the maximum extent of the law. We endeavour to ensure that all information on this website is correct at the time it is posted but we do not warrant its accuracy or that the information on the website is current. Except as prohibited by law, Ikaria excludes all representations and warranties concerning this website and its use (including, without limitation, any warranties implied by law relating to quality or fitness for purpose or use of the website or any product mentioned therein). The information contained in this website is not intended to recommend self-treatment of illness nor is it intended to endorse or recommend any specific medical treatment. The information provided is of a general nature and is not a substitute for professional medical advice. Users agree that access to and use of this website or any website linked from this site and the content of either is at his or her own risk. Ikaria shall not be liable in any matter whatsoever for any direct, incidental, consequential, indirect or punitive damages arising from the access to, use of, or inability to use this website or any website linked to this site or for any errors or omissions in the content of either this website or any website linked to this site.
DATED INFORMATION. The information presented at this website is or was current as of the “Last Revised” date shown on each page. While Mallinckrodt Pharmaceuticals may periodically update or correct information presented on this website, such information may include typographical errors and/or technical inaccuracies and/or omissions. Mallinckrodt Pharmaceuticals makes no representation or warranty as to the accuracy of any information at this website and expressly disclaims any obligation to update such information. Mallinckrodt Pharmaceuticals also reserves the right to make additions, deletions or modifications to any information at any time and from time to time without any prior notice.
COPYRIGHTS AND PROPRIETARY RIGHTS. The Web Sites contain proprietary information and material that is owned by Mallinckrodt Pharmaceuticals, its subsidiaries, affiliates and/or licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. Without limiting the foregoing, the content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site, all information stored on and made available through the Web Sites, and all documents, reports, forms, graphics, graphs, and other materials created or made available through the Site and/or the Services (collectively, the “Website Content”), are protected under applicable copyright, trademark and other proprietary (including but not limited to intellectual property) rights. You acknowledge and agree that you will not use such proprietary information, materials or Website Content in any way whatsoever except for use of the Services and Web Site in compliance with these Terms and Conditions. All rights in the Web Sites and the Website Content are reserved worldwide and the copying, redistribution, use or publication by you of any such Website Content or any part of the Web Sites is strictly prohibited. It is strictly prohibited to retain, distribute, or use any portion of the Web Sites or Website Content except as expressly allowed in these Terms and Conditions. Mallinckrodt Pharmaceuticals and the authors of the Website Content maintain all moral rights in and to all Website Content published on the Web Sites. The Web Sites may contain trademarks, service marks, logos, icons and trade-names that are the property of Mallinckrodt Pharmaceuticals, including the trademarks Mallinckrodt, the “M” brand mark and the Mallinckrodt Pharmaceuticals logo (collectively, the Mallinckrodt Trademarks”) or such other party as is indicated with respect to that trademark, service mark, logo, icon, or trade-name. You are not permitted to use the Mallinckrodt Trademarks for any purposes other than those specified in these Terms and Conditions.
LIMITED RIGHT TO USE. You may use the Web Sites and Website Content for the sole purpose of accessing and using the Web Sites and Services. You acknowledge and agree that you will not use Mallinckrodt Pharmaceuticals proprietary information, materials or Website Content in any way whatsoever except for use of the Web Sites and Services in compliance with these Terms and Conditions. The download, retention, use, publication, copying, or redistribution by you of any such Website Content is strictly prohibited, and you do not acquire ownership rights to any Website Content or Mallinckrodt Trademarks or other materials viewed or accessed through the Web Sites.
SUBMITTED CONTENT. All graphics, images, text, statements, feedback, comments or other information uploaded, posted, sent or otherwise made available or communicated by you to Mallinckrodt Pharmaceuticals through the Web Sites and/or the Services (collectively, the “Submitted Content”) will forever be the property of Mallinckrodt Pharmaceuticals. YOU AGREE THAT MALLINCKRODT PHARMACEUTICALS SHALL BE FREE TO USE, COMPILE, PROCESS, ADAPT, DISCLOSE, REPRODUCE, LICENSE, DISTRIBUTE AND/OR OTHERWISE EXPLOIT THE SUBMITTED CONTENT AS MALLINCKRODT PHARMACEUTICALS SEES FIT IN ITS SOLE AND ABSOLUTE DISCRETION, ENTIRELY WITHOUT OBLIGATION OR RESTRICTION OF ANY KIND ON ACCOUNT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. The Submitted Content, even if designated as confidential by you, shall not, absent a separate written agreement between Mallinckrodt Pharmaceuticals and you, create any confidentiality obligation for Mallinckrodt Pharmaceuticals, and Mallinckrodt Pharmaceuticals will not be liable for any ideas for its business (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future Mallinckrodt Pharmaceuticals products, services or operations.
- You may receive an account registered with a Web Site to enable you to use features of the Services (an “Account”).
- You agree to provide accurate, current, and complete information required to register or create an Account, and whenever information relating to You is required in connection with the Web Sites or Services (the “Registration Data”). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. Mallinckrodt Pharmaceuticals may terminate your right to access and/or use any or all of the Web Sites, an Account or the Services if any information you provide is false, inaccurate or incomplete. You agree that Mallinckrodt Pharmaceuticals may store and use the Registration Data you provide for use in maintaining and managing your Account, including, if applicable, credit card information for billing fees to your credit card.
- You are solely responsible for controlling access to your Account, and maintaining the confidentiality and security of your Account and related password information. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify Mallinckrodt Pharmaceuticals of any unauthorized use of your Account or any other security breach that you become aware of. Mallinckrodt Pharmaceuticals shall not be responsible for any losses arising out of the unauthorized use of your Account.
- Your right to access and use the Web Sites and Services is not transferable. Any password or right given to you to obtain the Services and access the Web Sites is not transferable.
- Your access to the Web Sites, an Account and/or the Services is completely at the discretion of Mallinckrodt Pharmaceuticals, and we reserve the right to block, suspend or terminate your access to a Web Site, an Account and/or the Services at any time for any reason. You agree that Mallinckrodt Pharmaceuticals may at its discretion and without prior notice delete your Account and any related materials including personal information, data, text, files, images and all other materials.
USER CONDUCT. You agree to use the Web Sites, the Services or any functionality of the Web Sites or Services in a responsible manner that is in full compliance with these Terms and Conditions, and with your local laws and regulations. You shall not, and you agree not to use the Web Sites or any Services to:
- post or transmit any material which (i)violates or infringes in any way upon the rights of others, (ii) is unlawful, threatening, abusive, defamatory, hurtful, invasive of privacy or publicity rights, vulgar, obscene, hateful, profane or otherwise objectionable, or (iii) contains or links to software viruses or any other computer code, files or programs designed to (or that operates to) interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or otherwise interfere with or disrupt the Web Sites;
- download, retain, modify, translate, use, publish, distribute, reproduce, copy, or transfer any right to use the Website Content, except as expressly permitted by these Terms and Conditions;
- remove, circumvent, disable, damage or otherwise interfere with any access control or security-related features of the Web Sites or the Services;
- advertise or perform any commercial solicitation, including, but not limited to, the solicitation of other users of the Web Sites;
- restrict or inhibit any other person from using or enjoying the Web Sites or the Services offered through the Web Sites;
- copy, mirror, alter, disassemble, decompile, create derivative works based on, or reverse engineer the Website Content or any portion thereof, including any aspect or feature of the Services;
- engage in practices such as “screen scraping”, “database scraping” or “automated form filling” to retrieve, test or obtain lists of users, orders or other information generated or processed by or stored via the Web Sites or the Services;
- remove, modify or alter any Mallinckrodt Pharmaceuticals’ copyright, trademark or other proprietary rights notices from any part of the Web Sites or the Services, or upload, post or otherwise make available on or through the Web Sites and/or the Services any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right;
- sell, resell, license, sublicense, rent, lease, lend, market, transfer, assign, distribute, offer in a service bureau, time share, or otherwise part with or make available to any third party, in whole or in part, any part of the Web Sites or the Services; or
- other than use of the Web Sites and the Services by you in accordance with these Terms and Conditions, offer, for a fee or free of charge, services consisting of processing data through the use of the Web Sites or the Services.
INDEMNIFICATION. You agree to indemnify, defend and hold us and our partners, attorneys, staff, advertisers, product and service providers, affiliates, and all parties from whom Mallinckrodt Pharmaceuticals has licensed portions of Website Content, and their directors, officers, and employees, harmless from and against any and all liability, loss, damage, claim, cost and expense, including reasonable attorney’s fees, arising out of or related to: (i) your breach of these Terms and Conditions; (ii) your use of the Web Sites or the Services; (iii) any action taken by Mallinckrodt Pharmaceuticals as part of its investigation of a suspected violation of these Terms and Conditions; or (iv) your violation of any third party intellectual property or other rights in relation to your use of the Web Sites or the Services. Mallinckrodt Pharmaceuticals reserves the right, subject to indemnification by you, to assume the exclusive defence and control of any matter initially subject to your defence, indemnification and hold harmless obligations herein, and you shall not in any event settle any matter without the prior written consent of Mallinckrodt Pharmaceuticals.
DISCLAIMER. THE SERVICES, THE WEB SITES, THE WEBSITE CONTENT, AND THE INFORMATION AVAILABLE FROM OR THROUGH THE WEB SITES ARE PROVIDED « AS-IS, » « AS AVAILABLE, » AND ALL WARRANTIES, PROMISES, REPRESENTATIONS, AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ANY PURPOSE). ALL SUCH WARRANTIES, PROMISES, REPRESENTATIONS, AND GUARANTEES ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. THE INFORMATION HOSTED ON THE WEB SITES, THE WEBSITE CONTENT, AND THE SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. MALLINCKRODT PHARMACEUTICALS DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE WEB SITES AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT INFORMATION AVAILABLE THROUGH THE WEB SITES OR THE SERVICES WILL BE ACCURATE OR ERROR-FREE, OR THAT THE WEB SITES, THE WEBSITE CONTENT AND/OR THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND MALLINCKRODT PHARMACEUTICALS DISCLAIMS ANY LIABILITY RELATING THERETO. YOU AGREE THAT, FROM TIME TO TIME, MALLINCKRODT PHARMACEUTICALS MAY TAKE DOWN OR REMOVE THE WEB SITES AND/OR SERVICES OR ANY FUNCTIONALITY THEREOF, FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICES OR ANY OF THEM AT ANY TIME, WITHOUT NOTICE TO YOU.
EXCLUSIONS AND LIMITATIONS OF LIABILITY.
- You agree that we, and our directors, officers, employees, agents or other representatives, will not be liable for any direct, special, incidental, indirect, or consequential damages of any kind, or for any damages whatsoever resulting from or relating to: (1) suspension, loss or interruption of the Services; (2) your use of the Web Sites and/or the Services; (3) interruption of the Services or any aspect or functionality of the Web Sites; (4) loss or liabilities resulting from acts or events beyond our control; (5) data non-delivery, mis-delivery, corruption, destruction or other modifications; or (6) damages or consequences arising from or related to the inappropriate or unauthorized use of the Web Sites, the Website Content and/or the Services.
- IN ADDITION TO OTHER LIMITATIONS AND EXCLUSIONS IN THESE TERMS AND CONDITIONS, IN NO EVENT WILL WE OR OUR AFFILIATES, SUPPLIERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, THAT MAY RESULT FROM YOUR USE OF OR INABILITY TO USE THE WEB SITES OR THE SERVICES, FAILURE OF MALLINCKRODT PHARMACEUTICALS TO PROVIDE THE WEB SITES OR THE SERVICES, THE LOSS OF DATA, PERFORMANCE OF THE WEB SITES AND/OR SERVICES, NON-PERFORMANCE OF THE WEB SITES AND/OR SERVICES, AND/OR THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, IN ALL CASES WHETHER OR NOT MALLINCKRODT PHARMACEUTICALS HAS BEEN ADVISED OF THE POSSIBILITY OF SAME.
- OUR TOTAL, MAXIMUM AGGREGATE LIABILITY AND THE TOTAL, MAXIMUM AGGREGATE LIABILITY OF MALLINCKRODT PHARMACEUTICALS’ REPRESENTATIVES, ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS (REGARDLESS OF THE FORM OF ACTION OR CLAIM, E.G., CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY) IS LIMITED TO ONE DOLLAR ($1) CANADIAN.
- THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF THESE TERMS AND CONDITIONS, OR YOUR ABILITY OR RIGHT TO USE THE WEB SITES. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY TO APPLY TO YOU, THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
ELECTRONIC MESSAGES. In using this Web Site, you may be asked whether you consent to receive commercial electronic messages from us, including, without limitation, email, push messaging or SMS messages. Such consent is not required to use this Web Site. If you consent to receive electronic messages from us, such consent will be governed by the terms that you agreed to when you provided your consent. In addition, if you consent to receive such electronic messages, such electronic messages may be subject to text message and data rates from your telecom provider. If you consent to receive electronic messages from us and wish to no longer receive such electronic messages, you can click “unsubscribe” on any of those electronic messages, at any time.
LINKS TO OTHER WEBSITES. This website contains links to websites maintained by other companies. Mallinckrodt Pharmaceuticals is providing these links to you only as a convenience. The inclusion of any link does not imply that Mallinckrodt Pharmaceuticals endorses any third-party website or third-party company or product. Mallinckrodt Pharmaceuticals does not have any control over the content of such third-party websites and assumes no responsibility whatsoever for the functionality of such websites or for the accuracy of any information presented at such other websites.
LINKS TO THIS WEBSITE. Links to any document published by Mallinckrodt Pharmaceuticals on this website should be made to the home page only, without deleting any frames, or our URL address.
ENTIRE AGREEMENT. These Terms and Conditions constitute the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the subject matter hereof.
SEVERABILITY. Should any part of these Terms and Conditions or the application thereof to any person or circumstances, to any extent, be held invalid or unenforceable, that portion shall be modified so as to be enforced to the fullest extent permitted at law and the remaining portions, or the application of such part to persons or circumstances other than those in respect of which it is held invalid or unenforceable, shall not be affected thereby and each part of these Terms and Conditions shall be separately valid and enforceable to the fullest extent permitted by law.
CHOICE OF LANGUAGE. The parties acknowledge that they require that these Terms and Conditions be drawn up in the English language only. Les parties reconnaissent qu’elles ont exigé que la présente convention soit rédigée en langue anglaise seulement.
GOVERNING LAW. These Terms and Conditions and all matters relating to your use of the Services and the Web Sites shall be governed by and construed in accordance with the laws of the Province of Ontario (without regard to conflict of law principles). All legal proceedings arising out of or in connection with these Terms and Conditions shall be brought solely in the courts of the Province of Ontario.
CHANGES TO THIS NOTICE. Mallinckrodt Pharmaceuticals may revise these terms at any time without prior notice. Such updates, revisions, supplements, replacements, modifications, and additional rules, policies, terms, and conditions (collectively referred to as “Revised Terms”) will be effective immediately upon the Revised Terms being posted to the Web Sites or by Mallinckrodt Pharmaceuticals otherwise communicating them to You (as the case may be). Any continued use of the Services and/or the Web Sites following such posting of the Revised Terms to the Web Sites or Mallinckrodt Pharmaceuticals otherwise communicating them to You, will be deemed to constitute acceptance of the Revised Terms. If we do update the Terms and Conditions and You do not agree to the Revised Terms, You must stop using the Services and the Web Sites.
Effective Date: May 2017