These terms of use (“Terms of Use”) between you and Grey Wolf Animal Health Inc. (“Grey Wolf”) govern your use of www.greywolfah.com or any other website operated by Grey Wolf (“Website”). The Website is owned or controlled by Grey Wolf and contains information intended for residents of Canada only. By accessing or using the Website, you acknowledge that you have read and understood, and that you agree to be bound, without limitation or qualification, by these Terms of Use as well as our Privacy Policy which is incorporated herein by reference. If you are not willing to be bound by these Terms of Use and our Privacy Policy, do not use the Website.
1. Ownership and use of the Website. Copyright © Grey Wolf Animal Health Inc. All contents of the Website, including its “look and feel” and design elements, trademarks, service marks, logos, text, graphics, audio, images, charts, audio clips, videos, data and compilations (the “Grey Wolf Content”) are the property of Grey Wolf, its affiliates, related companies or its licensors or partners unless otherwise noted, and are legally protected without limitation, under Canadian, as well as applicable non-Canadian, laws, regulations and treaties. Unless the context clearly requires otherwise, or we explicitly say so in writing, the term “Website” includes “Grey Wolf Content.” Grey Wolf has the right and sole discretion to make any modification to the design, format, content and operation of the Website at any time, including but not limited to, the addition, removal and modification of any module, feature and function.
Grey Wolf grants you a revocable, limited, non-exclusive, non-transferable, non-sublicensable, non-assignable license to access and use the Website only in accordance with these Terms of Use. You may not reproduce, distribute, modify, transmit, reuse, repost, publicly display, publicly perform, or create another work that incorporates, any Grey Wolf Content without the prior written permission of Grey Wolf. You must retain, without modification, all proprietary notices affixed to or contained in the Website.
BY ACCESSING OR USING THE WEBSITE YOU ACKNOWLEDGE THAT ANY UNAUTHORIZED USE OF THE WEBSITE BY YOU OR THROUGH YOU MAY VIOLATE COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY LAWS, PRIVACY AND/OR PUBLICITY LAWS AS WELL AS COMMUNICATION REGULATIONS AND STATUTES. YOU AGREE THAT GREY WOLF WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY UNAUTHORIZED USE OF THE WEBSITE.
2. Prohibited Website Access. Except as allowed by these Terms of Use or with Grey Wolf’s prior written permission, any other use of the Grey Wolf Content or the Website is prohibited. Without limiting the generality of the foregoing, you may not sell, republish, license, redistribute or otherwise exploit the Website. In addition, you may not, directly, indirectly, or through any program, device, software, routine, robot, spider, crawlers, or other automatic or manual process, interfere or attempt to interfere with the proper working of the Website; collect, scrape, or mine any of the Grey Wolf Content; add or embed any code, hidden data or text to the Website; access or attempt to access any other areas of Grey Wolf’s information or security systems or information contained thereon for any purpose; take any action that imposes an unreasonable or disproportionately large load on Grey Wolf’s infrastructure; or mirror or redisplay all or a portion of the Website through framing or other techniques or otherwise redisplay any Grey Wolf’s trademark, logo, trade name or other proprietary information, including images, frames, content, layout or design found on any page of the Website. Grey Wolf may, in its discretion, revoke any and all rights to access the Website.
3. Inappropriate Website use. Except as allowed by these Terms of Use or with Grey Wolf’s prior written permission, any other use of the Grey Wolf Content or the Website is prohibited. Without limiting the generality of the foregoing, you may not sell, republish, license, redistribute or otherwise exploit the Website. In addition, you may not, directly, indirectly, or through any program, device, software, routine, robot, spider, crawlers, or other automatic or manual process, interfere or attempt to interfere with the proper working of the Website; collect, scrape, or mine any of the Grey Wolf Content; add or embed any code, hidden data or text to the Website; access or attempt to access any other areas of Grey Wolf’s information or security systems or information contained thereon for any purpose; take any action that imposes an unreasonable or disproportionately large load on Grey Wolf’s infrastructure; or mirror or redisplay all or a portion of the Website through framing or other techniques or otherwise redisplay any Grey Wolf’s trademark, logo, trade name or other proprietary information, including images, frames, content, layout or design found on any page of the Website. Grey Wolf may, in its discretion, revoke any and all rights to access the Website.
4. No endorsement of links to third party content, websites, goods or services. The Website may contain links or references to other websites and content which are not maintained by Grey Wolf or under Grey Wolf’s control, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products, services and the Internet as a whole. Grey Wolf provides such links for the users’ convenience and the inclusion on the Website of such third party links does not constitute or imply any endorsement or recommendation by Grey Wolf of any information, goods and/or services contained, described in, or provided through, such third party websites. Therefore, we cannot be responsible or liable for the availability, accessibility or content of any third-party website (including its accuracy, timeliness, reliability, completeness, validity or authenticity) or for any loss or damage of any sort that you incurred or sustained as the result. Your interactions with organizations and/or individuals found on or through the third-party websites, including payment and delivery of goods and/or services, your submission of personal information through these websites, any activity or transactions that occur under your name or account, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation and inspection you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. If there is a dispute between users on the Website, or between users and any third party, you understand and agree that Grey Wolf has no liability to any such parties and is under no obligation to become involved.
YOU AGREE THAT YOUR ACCESS AND USE OF ANY THIRD-PARTY WEBSITE OR CONTENT ARE AT YOUR OWN RISK. GREY WOLF WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR YOUR ACCESS OR USE OF ANY LINKED THIRD PARTY WEBSITE OR ANY INFORMATION CONTAINED IN, OR ACCESSED THROUGH, OR ANY TRANSACTION ENTERED INTO OR PROCESSED THROUGH, A THIRD PARTY WEBSITE.
5. Websites linking to us. We do not endorse, and are not responsible for, third party websites that link to our Website.
6. Trademarks. The trademarks, logos, service marks and trade dress (collectively, “Trademarks”) displayed on the Website, whether or not appearing in large print, italics or with the trademark symbol, are registered and unregistered trademarks of Grey Wolf, its affiliates, related companies or its licensors or partners unless otherwise noted. In addition, all page headers, custom graphics, button icons and scripts may be Trademarks of Grey Wolf and may not be copied, in whole or in part, without the prior written permission of Grey Wolf. You acknowledge that the Trademarks used and displayed on the Website are and shall remain the sole property of Grey Wolf or the Trademark owner. Nothing contained in the Website should be construed as granting you, by implication, estoppel or otherwise, any license or right in and to the Trademarks without the prior written permission of Grey Wolf or the Trademark owner. Your misuse of the Trademarks on the Website, except as provided in these Terms of Use, is prohibited.
7. Copyrights. Any and all Grey Wolf Content and other works of authorship on the Website (collectively, “Works”) are the copyrighted works of Grey Wolf, its affiliates, related companies, or its licensors or partners, and are protected under Canadian and other copyright laws and treaty provisions. Other than the limited license to you to access and view the Grey Wolf Content in accordance with these Terms of Use, Grey Wolf grants you no other privileges or rights in any of the Works. You acknowledge that any other use of the Works, including without limitation, reproduction, modification, distribution, transmission, republication, public display, or public performance, without the prior written permission of Grey Wolf, is prohibited. You agree not to decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Website by any means whatsoever, except to the extent the foregoing restriction is prohibited by applicable law. We take protection of copyrights, both of our own and others, very seriously, and we ask that you and all of our Website users do the same. If you believe that the Website contains elements that infringe copyright in your work, please inform us.
8. Privacy Policy. Grey Wolf respects your privacy. Please review our Privacy Policy (accessible through the link appearing in the introduction of these Terms of Use) so that you may understand the information we collect, our use and disclosure of that information, and the choices we offer you.
9. Registration. You may be able to create a user account or otherwise register with the Website. If you choose to do so, you must provide us with accurate, current, and complete information, and you agree to be responsible for any conduct using your account and to maintain the security of any user name and password. You may not create accounts or submit Uploads (defined below) on behalf of anyone other than yourself.
10. Submissions and postings (including your uploads). If you are (i) at least eighteen (18) years of age and above the age of majority in the province in which you live, (ii) are an emancipated minor, or (iii) possess legal parental or guardian consent, you may choose to provide, make available to Grey Wolf, or post on or upload to the Website, suggestions, comments, ideas, improvements, information, personal or other data, text, images, photos, video, sounds and other materials, including works of authorship, (collectively, “Uploads”). Please note that if you are under the age of majority, you are not permitted to provide any personal information via the Website including but not limited to Uploads.
If you provide Uploads, you grant to Grey Wolf and Grey Wolf’s affiliates, representatives, employees, and assigns an irrevocable, perpetual, non-exclusive, royalty-free, worldwide, non-exclusive license (sublicenseable through multiple tiers, and to third parties including to other users of the Website) to reproduce, publicly display, archive, distribute, adapt, modify, publish, edit, translate, prepare derivative works of and otherwise use your Uploads, in whole or in part, (including your name, likeness, age and gender) in any media now or hereafter known in any manner and for any purpose, including but not limited to, publication on the Website and any associated print or digital promotional materials related thereto, any other marketing and promotional materials and for the development of products or services. You agree that you are solely responsible and liable for all communications, materials and suggestions you transmit to, or post on, the Website.
You represent and warrant that: (a) you are above the age of majority in the province in which you live, an emancipated minor, or possess legal parental or guardian consent; (b) it is lawful for you to use the Website; (c) you own all rights in your Uploads or, alternatively, you have acquired all necessary rights in your Uploads to enable you to grant to Grey Wolf the rights in your Uploads described herein; (d) your Uploads do not misappropriate or infringe the intellectual property or proprietary rights, privacy, or any other legal or moral rights of any third party; (e) your Uploads are lawful; (f) your Uploads are not disruptive or harmful, whether containing a virus, malware or otherwise, or transmitted as spam; (g) your Uploads are not disparaging, defamatory, or libelous of Grey Wolf or any other person; (h) you will not seek the return of your Uploads; and (i) you will not assert any claims against Grey Wolf or its affiliates, representatives, employees, or assigns in connection with your Uploads.
Grey Wolf and its affiliates, representatives, employees, and assigns shall be free to use any ideas, concepts, know-how or techniques described or contained in your Uploads and make modifications and improvements thereof, for any purpose whatsoever, without time or territorial limitations, without your consent or compensation to you, including but not limited to, developing, manufacturing and marketing products, and you will gain no right, title or interest (including no joint ownership in the Website or any resulting materials) by virtue of doing so. As a further condition of providing Uploads, you (and any other individual depicted therein) unconditionally and irrevocably waive all claims to compensation for use of the Uploads by Grey Wolf and its affiliates, representatives, employees, or assigns and/or any right with respect to such use you may have under copyright law, the right of publicity, the right of privacy, the law of defamation and/or any other common law or statutory claims under the laws of any jurisdiction. You hereby waive any moral rights you may have in and to the Uploads, for all uses of the Uploads, throughout the world.
11. Non-confidential nature of uploads and Grey Wolf’s right of disclosure. Subject to any applicable terms and conditions set forth in our Privacy Policy or elsewhere on the Website (for example, in the terms and conditions that apply to any Upload), your Uploads are and will be deemed to be non-confidential information and Grey Wolf shall have no obligation of any kind with respect to protecting the confidentiality of such information. You further acknowledge and agree that Grey Wolf may, in its sole discretion, preserve or disclose your Uploads, as well as your information, such as email addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms of Use; (iii) respond to claims that any content in your Upload violates the rights of third parties; (iv) respond to claims that contact information (e.g. phone number, street address, etc.) of a third party has been posted or transmitted without consent or as a form of harassment; and (v) protect the rights, property, or personal safety of Grey Wolf and/or any of its affiliates, subsidiaries, users or the general public.
12. Monitoring of the Website. Grey Wolf is not required to host, store, pre-screen, display, distribute or approve any Upload or its content but shall have the right (but not the obligation) in its sole discretion to refuse the posting of an Upload and to remove an Upload for violating these Terms of Use or for any other reason. Grey Wolf will not be responsible or liable for any loss, theft or damage of any kind to any Upload, whether or not arising from its actions.
13. Forward-looking statements. The Website may contain forward-looking statements about Grey Wolf’s financial and operating performance, business plans and prospects, in-line products and products in development that involve substantial risks and uncertainties. Such risks and uncertainties include, among other things, the uncertainties inherent in pharmaceutical research and development; decisions by regulatory authorities regarding whether and when to approve drug applications and supplemental drug applications as well as their decisions regarding labeling and other matters that could affect the availability or commercial potential of Grey Wolf’s products; competitive developments; the ability to successfully market both new and existing products; challenges to the validity and enforcement of Grey Wolf’s patents; and general economic conditions, such as interest rate and foreign currency exchange rate fluctuations. Grey Wolf assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.
14. Website may not always be available or accessible. Grey Wolf does not guarantee that the Website will be operating at any given time. You should expect that the Website will periodically be taken off-line for maintenance, content and design updates, and other alterations that may make it unavailable. Grey Wolf does not represent or warrant that the Website is compatible with your hardware or software applications or browsers.
15. DISCLAIMER OF WARRANTIES. YOU AGREE THAT USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. IN ADDITION TO THE DISCLAIMERS SET OUT IN OTHER PROVISIONS OF THESE TERMS OF USE, ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EFFICACY, SAFETY AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED BY GREY WOLF TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO, THE SECURITY, OPERABILITY, RELIABLITY, ERROR-FREE, VIRUS-FREE, UNINTERRUPTED PERFORMANCE OF THE WEBSITE OR ANY FILES OR INFORMATION DOWNLOADED FROM THE WEBSITE, AND THE RELIABILITY, TIMELINESS, CURRENCY, ACCURACY, VALIDITY, USEFULNESS OR COMPLETENESS OF THE GREY WOLF CONTENT. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
16. LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL GREY WOLF BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, AGGRAVATED, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING FINANCIAL LOSS, LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTON (EVEN IF GREY WOLF HAS BEEN ADVISED OF SUCH POSSIBILITY) ARISING FROM OR RELATING TO ANY ASPECT OF YOUR USE OF THE WEBSITE, INCLUDING BUT NOT LIMITED TO, WHETHER THE DAMAGES OR LOSSES ARISE FROM USE OR MISUSE OF THE WEBSITE, FROM INABILITY TO USE THE WEBSITE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE WEBSITE OR YOUR USE OF THE WEBSITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES AND/OR LOSSES INCURRED OR SUSTAINED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED ON OR IN CONNECTION WITH THE WEBSITE OR ANY LINKS ON THE WEBSITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON OR IN CONNECTION WITH THE WEBSITE OR ANY LINKS ON THE WEBSITE OR ANY DISRUPTION OR DAMAGE TO YOUR COMPUTER, FILES OR DATA CAUSED BY ANY VIRUS OR OTHER HARMFUL AGENTS. IN NO EVENT SHALL GREY WOLF’S MAXIMUM AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH, THE WEBSITE AND/OR THE GREY WOLF CONTENT EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD$100.00). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you.
17. Void where prohibited. Use of any portion of the website is void where prohibited by law. Although the information on the Website is accessible worldwide through the Internet, the information is intended only for residents of Canada. Other countries may have veterinary practices and regulatory requirements that are different from those in Canada. Therefore, the information on the Website may not be appropriate for use outside of Canada.
18. Indemnification. You agree to defend, indemnify and hold harmless each of Grey Wolf and its subsidiaries and affiliates and their respective shareholders, directors, officers, employees, agents, service providers, consultants, suppliers, licensors, third party partners, successors and assigns from any and all demands, claims, actions, proceedings, judgments, damages, losses and any other liabilities (actual and consequential, direct and indirect) of every kind or nature (including attorney fees and disbursements on a full indemnity basis and court costs), arising out of or in any way related to the Upload(s) you submit, post or make available through the Website, your use or misuse of the Website, your violation of the Terms of Use, your breach of any of the representations and warranties herein, any activity carried out under your account by you or through you, your disputes with other users or third parties, and/or your violation of any rights of another.
19. Our agreement and modifications of it. These Terms of Use, together with our Privacy Policy and any Website specific terms or conditions (for example, terms and conditions that apply to any Upload), constitute the entire agreement between you and Grey Wolf regarding the Website and use thereof, and supersede and replace any and all prior discussions, negotiations, agreements, representations and understandings, whether written or oral. Your use of the Website is conclusively deemed to be evidence of your agreement, and full consideration for your agreement, to these Terms of Use, our Privacy Policy and any Website specific terms or conditions. Grey Wolf reserves the right, at its sole discretion, to change, modify or amend the Terms of Use and the Privacy Policy at any time without notice to you. The modifications will become effective immediately upon the posting thereof. You must regularly review the Terms of Use to keep yourself apprised of any changes, as your continued use of the Website signifies your assent and agreement to the Terms of Use, as amended. If any clause or provision set forth in these Terms of Use is determined to be illegal, invalid or unenforceable under present or future law, then you agree that the clause or provision so determined to be illegal, invalid or unenforceable will be enforced to the extent permissible and shall be severable without affecting the enforceability of all remaining clauses or provisions, while still as fully as possible carrying out the intent of the original provision. Failure by Grey Wolf to prosecute any right with respect to a default hereunder will not constitute a waiver by Grey Wolf of the right to enforce rights with respect to the same or any other breach.
20. Governing laws and dispute resolution. These Terms of Use and the relationship between you and Grey Wolf shall be exclusively governed, construed, interpreted and enforced in accordance with the laws and courts of the Province of Ontario and the federal laws of Canada therein, excluding any rules of private international law or the conflict of laws which would lead to the application of any other law. You and Grey Wolf hereby expressly disclaim the application of the Vienna Convention on the International Sale of Goods and the International Sale of Goods Act (Ontario) for all purposes. You and Grey Wolf hereby agree to submit to the personal and exclusive jurisdiction of the courts of the Province of Ontario, Canada sitting in the City of Toronto for any and all disputes hereunder, even in the case of summary proceedings, third party claims or if there is more than one defendant. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THE WEBSITE, THE GREY WOLF CONTENT OR ANY OF THESE TERMS OF USE MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
