These Terms (including any other documents referenced in it) govern your access to and use of http://www.ariad.com, any of our other websites and their respective subdomains, and any of our other applications (collectively, “Sites” or “Our Sites”) that link to these Terms. These Terms are a legal contract between you and ARIAD Pharmaceuticals, Inc. (“ARIAD,” “us,” “we” or “our”), so it is important that you review them carefully before using Our Sites.
IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.
Please read this notice carefully before using any of Our Sites. Your use of any of Our Sites is subject to, and constitutes acceptance of, the conditions included in these Terms. If you do not agree to these Terms, please refrain from using Our Sites.
Some of Our Sites, or portions of Our Sites, may be subject to additional terms (“Additional Terms”), which will be described in separate policies posted on the applicable Sites. The Additional Terms will supplement these Terms and will control over any conflict between the Additional Terms and these Terms with respect to the specific Site, or portions thereof, subject to the Additional Terms.
Access to Our Sites is permitted on a temporary basis, and we reserve the right to withdraw or amend access we provide on Our Sites without notice (see below). We will not be liable if for any reason any of Our Sites is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Our Sites, or entire Sites, to users who have registered with us.
You agree not to use any of Our Sites: (a) in violation of these Terms or any applicable law, rule or regulation (“Law”); (b) to transmit or upload information or content that is false, inaccurate, or misleading; (c) to transmit or display any material that, in our sole discretion, is illegal, abusive, graphically distressing, inflammatory, profane, threatening, hateful, tortious, defamatory, discriminatory, obscene, sexually explicit or contains pornography, libelous, invasive of another’s privacy, hateful, or otherwise objectionable or offensive, or to harass or harm us, another entity or another individual; (d) to infringe, misappropriate or violate any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any party; (e) to transmit any unsolicited or unauthorized advertising or promotional materials; (f) to transmit any material that contains adware, malware, spyware, software viruses, or any other harmful code; (g) to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (h) to interfere with or disrupt any of Our Sites or any software, hardware, telecommunications equipment or networks used by us; (i) disparage or injure the reputation or goodwill of ARIAD, or any of its officers, directors, or employees; (j) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; (k) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through Our Sites; or (l) interfere with other users’ use and enjoyment of Our Sites (for example, by spamming, soliciting or overtly promoting personal interests).
You are prohibited from violating or attempting to violate the security of any of Our Sites, including, without limitation: (1) accessing data not intended for you or logging onto a server that you are not authorized to access; (2) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (3) accessing or using any Sites or any portion thereof without authorization, in violation of these Terms or in violation of Law. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting people who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of any or Our Sites or any activity being conducted on any of Our Sites.
We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates these Terms, including without limitation, removing the offending content from Our Sites, suspending or terminating the access of such violators to Our Sites and reporting violations to the law enforcement authorities.
The intellectual property rights in Our Sites, and in the material published on it including without limitation, in all documents, files, text, images, audio files, video files, flash tutorials, graphics, devices and code contained in it and in Our Sites’ general “look and feel”, is owned by ARIAD, its Affiliates (as defined below) or others. These works are protected by intellectual property laws and treaties around the world. All rights are reserved.
You are authorized to make a single copy and to print extracts or documents from Our Sites (except for any third party owned content which has been identified as such) for your non-commercial use provided any such copy or print retains all copyright or other proprietary notices and any disclaimers contained within them. Our status (and that of any identified contributors) as the authors of material on our Sites must always be acknowledged. Other than as specifically mentioned above, reproduction of part or all of the contents of Our Sites in any form, including framing, creating any derivative work based on Our Sites and or its content, incorporation into other websites, electronic retrieval systems or publications is prohibited. You may not use any diagrams, illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. We cannot guarantee that you have any right to use third party owned content which is available on Our Sites and you must abide by all rights notices, information, or restrictions contained in or attached to any content and potentially obtain permission from the third party owner before using or downloading such content.
All ARIAD names, logos, tradenames, service marks, and trademarks (collectively, “ARIAD Marks”) are registered and unregistered trademarks of ARIAD and may not be used or reproduced without our prior written consent. Ownership of the ARIAD Marks and the goodwill associated with them remains with us.
The technology and software underlying Our Sites is our property (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by ARIAD. Except for the limited permission set out above, nothing on Our Sites should be construed as granting any other right or license.
We are not responsible for any action taken by any person or organization, wherever they are based, as a result, direct or otherwise, of information or of any materials contained in, made available through or accessed through Our Sites whether such content is provided by us or by a third party. Nothing on Our Sites should be construed as the giving of advice or the making of any recommendation and Our Sites should not be relied upon as the basis for any decision or action. As a result of ongoing medical advances and developments, the information on Our Sites may not always be completely up to date and, for this reason, such information is provided on an "AS IS" and "AS AVAILABLE" basis.
YOU UNDERSTAND AND AGREE THAT USE OF ANY OF OUR SITES, OUR CONTENT, ANY THIRD PARTY CONTENT, OR ANY THIRD PARTY SITES IS AT YOUR SOLE RISK. WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS WHETHER EXPRESS, IMPLIED OR STATUTORY ABOUT ANY OF OUR SITES OR CONTENT OF OUR SITES (INCLUDING, WITHOUT LIMITATION, TIMELINESS, CURRENCY, ACCURACY, SAFETY, RELIABILITY, LEGAL COMPLIANCE, MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, COMPLETENESS OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OR THAT THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF OUR SITES WILL BE ERROR FREE OR RELIABLE). IN PARTICULAR, THE ARIAD PARTIES (AS DEFINED BELOW) DO NOT REPRESENT OR WARRANT THAT ANY CONTENT OBTAINED OR VIEWED BY YOU AS A RESULT OF YOUR USE OF OUR SITES WILL BE ACCURATE OR RELIABLE, OR THAT YOUR ACCESS TO OUR SITES WILL BE UNINTERRUPTED OR ERROR-FREE. THE ARIAD PARTIES DO NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY. THE ARIAD PARTIES DISCLAIM ALL EQUITABLE INDEMNITIES.
Some jurisdictions do not allow the exclusion of implied warranties in which case the above will not apply in such jurisdictions. Any medical information on Our Sites is not intended as a substitute for informed medical advice, diagnosis or treatment and we cannot answer any unsolicited emails relating to personal healthcare issues. Information on the products mentioned on Our Sites may vary by country. Nothing contained on Our Sites should be construed as a promotion or solicitation for any product or for the use of any product in a way that is not authorized by the laws and regulations of the country where Our Sites are being accessed. Patients and healthcare professionals should check with local medical resources and regulatory authorities for information appropriate to their country. For example, Iclusig®(ponatinib) registration conditions and product labeling may vary by country. If you access Our Sites from outside the United States, you do so at your own risk and are responsible for compliance with applicable Laws.
YOU SHOULD CONSULT A SUITABLY QUALIFIED HEALTHCARE PROFESSIONAL ON ANY SPECIFIC PROBLEM OR MATTER WHICH IS COVERED BY ANY INFORMATION ON ANY OF OUR SITES BEFORE TAKING ANY ACTION. Never disregard medical advice or delay in seeking it because of content on Our Sites. If you are a doctor or other qualified health care professional, you should not offer any medical advice or treatment on Our Sites, nor should you allow the content of Our Sites to substitute for your own medical judgment, which you should exercise in evaluating the information on any of Our Sites. Please thoroughly review the information provided on Our Sites before deciding whether any of the products, services or treatments mentioned are right for you or others.
Under no circumstances will we be liable in any way for any content or materials of any third parties, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content (collectively, “Third Party Content”) on Our Sites. We do not control any Third Party Content on Our Sites and do not guarantee the availability or display of any Third Party Content. We reserve the right to remove any Third Party Content at any time in our sole discretion. Any opinions, advice, statements, views, positions, services, offers, or other Third Party Content expressed or made available on Our Sites are solely those of the respective authors or distributors, and do not necessarily reflect our opinions, views, or position.
YOU UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED UNDER LAW, IN NO EVENT SHALL ANY OF THE ARIAD PARTIES (AS DEFINED BELOW) BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PERSONAL INJURY/WRONGFUL DEATH, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES) INCLUDING BUT NOT LIMITED TO: (A) RESULTING FROM YOUR USE OF OR INABILITY TO USE ANY OF OUR SITES, (B) ANY OF OUR CONTENT OR ANY THIRD PARTY SERVICES AVAILABLE THROUGH ANY OF OUR SITES, OR (C) ANY LOSS OF DATA, UNDER ANY THEORY OF LIABILITY, WHETHER IN ACTION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE MATERIALS CONTAINED ON THIS SITE. SHOULD ANY ARIAD PARTY BE FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY NOTWITHSTANDING THE FOREGOING, SUCH LIABILITY WILL NOT EXCEED $100.00 IN THE AGGREGATE.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable Law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of liability of the ARIAD Parties will be the minimum permitted under such applicable Law.
Our Sites may contain links to third-party sites that are not owned or controlled by ARIAD Pharmaceuticals, Inc. ARIAD Pharmaceuticals, Inc., has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third-party sites or services. We strongly advise you to read the terms and conditions and privacy notice of any third-party site that you visit as those terms and conditions and privacy notices govern your use of such site. We do not approve or endorse any third party sites, their content, or any views expressed on any third party site.
If you wish to link to any of Our Sites, you may include an active link on any website you control directing a browser to the home page of that Site, provided that you agree to remove the link at any time upon our request. You must not establish a link in such a way as to: (i) suggest any form of association, approval, or endorsement on our part where none exists; (ii) alter the look, feel, or functionality of any aspect of Our Sites; or (iii) misrepresent your or your Site’s relationship with ARIAD.
You agree that you will release, indemnify and hold harmless us, our Affiliates, and our or their respective content providers, licensors, suppliers, distributors, or customers, and any of our or their respective officers, directors, employees, contractors, representatives, or agents (collectively, the “ARIAD Parties”) for any and all claims, actions, losses, damages and expenses (including attorneys’ fees) arising out of or resulting from: (i) your use of Our Sites, (ii) Your Content, (iii) your connection to Our Sites, (iv) your violation of these Terms, and (v) or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine. This defense and indemnification obligation will survive the availability and your use of Our Sites.
We reserve the right, at our sole discretion, to modify or replace these Terms by posting the updated terms on Our Sites. Your continued use of Our Sites after any such changes constitutes your acceptance of the new Terms. Please review these Terms periodically for changes. If you do not agree to any of these Terms or any changes to these Terms, do not use, access or continue to access Our Sites.
We may terminate your access to any of Our Sites, without cause or notice, which may result in the forfeiture and destruction of all information associated with you. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Governing Law; Dispute Resolution
These Terms (and any further rules, polices or guidelines incorporated by reference) shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, United States, without giving effect to any principles of conflicts of law.
You and we agree that in the event of any dispute between us, we will first try to resolve such dispute through good faith negotiations. All lawsuits arising out of or relating to these Terms or your use of any of Our Sites will be brought in the federal or state courts located in Boston, Massachusetts. We and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose and waive any objection to such courts on any basis, including without limitation improper venue or inconvenience of the forum. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Our Sites or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. You may only resolve disputes with us on an individual basis and may not bring and expressly waive bringing a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. YOU HEREBY WAIVE YOUR RIGHT TO A JURY TRIAL IN ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF YOUR USE OF OUR SITES OR THESE TERMS.
When you use Our Sites or send email to us, you are communicating with us electronically. You consent to receiving communications from us electronically. We may communicate with you by email or posting notices on the applicable Sites. You agree that all agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. In order to access any such communications, you must have a computer or other Internet-enabled device. In order to retain copies of any such communications, you must have a printer or data storage device. If you have a printer, you may print paper copies of any such communications for your own use. If you wish to withdraw your consent for us to communicate with you electronically, you may not use Our Sites.
Our Sites may include certain services that are available via a mobile device, including (i) the ability to upload content to Our Sites via a mobile device and (ii) the ability to browse Our Sites from a mobile device (collectively, the “Mobile Site”). To the extent you access Our Sites through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain elements of the Mobile Site may be prohibited or restricted by your carrier, and not all aspects of the Mobile Site may work with all carriers or devices. By using the Mobile Site, you agree that we may communicate with you regarding ARIAD by electronic means and that certain information about your usage of the Mobile Site may be communicated to us.
If you have any questions about these Terms, please contact us at: DataPrivacy@ariad.com.
References to “ARIAD Pharmaceuticals, Inc.” are references to ARIAD and its Affiliates. In these Terms “Affiliates” means any corporation or other business entity that controls, is controlled by, or is under common control with ARIAD. For purposes of this definition, “control” will refer to: (i) the possession, directly or indirectly, of the power to direct the management or policies of an entity, whether through ownership of voting securities, by contract or otherwise; or (ii) the ownership, directly or indirectly, of at least fifty percent (50%) of the voting securities or other ownership interest of an entity.
Our Sites contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements in connection with any discussion of future operating or financial performance are identified by use of words such as “may,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. Such statements are based on management's expectations and are subject to certain factors, risks and uncertainties that may cause actual results, outcome of events, timing and performance to differ materially from those expressed or implied by such forward-looking statements. These risks include, but are not limited to, the costs associated with our research, development, manufacturing and other activities, the conduct and results of pre-clinical and clinical studies of our product candidates, difficulties or delays in obtaining regulatory approvals to market products resulting from our development efforts, our reliance on our strategic partners and licensees and other key parties for the successful development, manufacturing and commercialization of products, the adequacy of our capital resources and the availability of additional funding, patent protection and third-party intellectual property claims relating to our and any partner's product candidates, the timing, scope, cost and outcome of legal and patent office proceedings concerning our NF-κB patent portfolio, the potential acquisition of or other strategic transaction regarding the minority stockholders' interests in our 80%-owned subsidiary, ARIAD Gene Therapeutics, Inc., future capital needs, key employees, markets, economic conditions, prices, reimbursement rates and competition, and other factors. Please also see the discussion under “Risk Factors” appearing in our most recent Annual Report on Form 10-K and other SEC filings, which may be accessed under the “Investors SEC Filings” link from wwww.ariad.com, for more details regarding these and other risks.
In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained on Our Sites or in any document accessible from Our Sites might not occur. Stockholders are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this posting or the date of the document(s) accessible from this website. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements attributable to us or to any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.