TERMS AND CONDITIONS (“TOCs”)

 

Welcome to Takeda’s Identity & Access Management (“Takeda ID”) system! Thank you for using our websites, applications (“APP”), and other digital services (“Services”). These Services are offered by Takeda Pharmaceuticals International AG (hereinafter “Takeda”).

 

BY CLICKING ON THE “I ACCEPT” BUTTON IN THE TAKEDA WEBSITE or APP YOU HAVE READ AND UNDERSTAND THE TOCS INCLUDING DISPUTE RESOLUTION AND AGREE TO THESE TOCS WHICH WILL LEGALLY BIND YOU. YOU REPRESENT THAT YOU ARE AT LEAST THE AGE OF A LEGAL MAJORITY IN YOUR COUNTRY OF RESIDENCE.

 

IF YOU DO NOT AGREE TO, OR CANNOT COMPLY WITH, THESE TOCS YOU CANNOT USE, DOWNLOAD, OR MUST STOP USING, THIS SERVICES.

 

OBJECTIVE

 

We, Takeda (hereinafter: “Takeda”, “we”, “our,” or “us”) have developed these TOCS that enable you (the “User”), to authenticate to different “Services” using a single pair of username and password (single sign on).

 

If you agree to these TOCS, by clicking on the “I ACCEPT” button, you are granted a worldwide, non-exclusive, terminable licence at no charge for your use of the Takeda ID. If you are using the Services on behalf of your employer, you represent and warrant that you have the authority to bind your employer to these TOCS.

 

These TOCS set out the applicable legal conditions on which Takeda provides you access to the Services on or to which the TOCS are linked and for which you have agreed to when using the Services.

 

These TOCS determine the relationship and usage policy between you and Takeda (and its Services). They do not create any rights for any third-party beneficiary.

 

SERVICES CONTENT

 

The Services, including any information, graphic, design, artwork, text, video clip, audio clip, trademark, logo, service mark and/or other content provided on, in or through the Services (collectively, “Takeda Content”) are owned by Takeda or its licensors and protected under both Swiss and foreign copyright, trademark and other laws.

 

Our Services may display some content, features and software from parties other than Takeda. This content, while it may be subject to review from a legal perspective, remains the sole responsibility of the third-party that provides it. Any content that is determined to be in violation of laws or our policies will be removed.

 

NO MEDICAL ASSISTANCE

 

The Takeda Content is for informational purposes only. Your use of the Services does not constitute or create nor substitute a doctor-patient, therapist-patient or other healthcare professional relationship between Takeda and you - All content provided through the various Services should not be used in place of (a) the advice of your doctor or (b) a visit, call or consultation with your doctor.

 

ACCOUNT CREATION

 

You are required to provide registration data about Yourself when opening the Takeda ID Account ("Account Data"). By using our Services, you agree to provide accurate, current, and complete Account Data and to update it as required to keep it accurate, current and complete. Without in any way limiting or abrogating the Takeda Privacy Policy, you agree that Takeda may store and use the Account Data you provide for use in maintaining your account and providing the Takeda Services. You are solely responsible for any and all activity that occurs via your account, for providing and maintaining accurate Account Data and for maintaining the confidentiality of your password. In case of any unauthorized use of your password or account, you must notify Takeda immediately. Your Account Data will be subject to the Takeda Privacy Policy, which is made part of this TOCS.

 

YOUR DATA AND YOUR PRIVACY

 

Takeda Privacy Policy will also set out the ways and manners in which we collect and use technical data from the device through which you use the Services.  Takeda has taken measures it believes are appropriate or are commonly accepted to ensure the security and confidentiality of any information that you provide while accessing the Services. Please note that website or internet transmissions are never entirely private or secure and that any message or information you send using the Services may be read or intercepted by others, including malicious third parties, despite special notices specifying that a transmission has been encrypted.

 

OPERATING SYSTEM REQUIREMENTS

 

These requirements may change at any point in time and would be announced on our Website or via direct communication to our Users.

 

SUPPORT AND COMMUNICATIONS

 

We may serve you important announcements and updates and other information pertaining to changes in our Services, their functionality, our policies, or any other information we deem necessary to communicate with you. You may be provided an option to opt out of some of these communications.

 

How we will communicate with you - If we have to contact you, we will do so by Email, SMS, or other means as agreed by you in prior, using the contact details you have provided to us.

 

User Guidance and Technical Support - If you have questions as to the use of the Takeda ID or if you experience any technical problems using the Takeda ID please refer to the Website, App or Services support to locate your technical support.

 

USER

 

If you download onto or otherwise access the Services through any phone or other device not owned by you, you must possess the owner’s permission to do so. You will be responsible for complying with these TOCS, whether or not you own the phone or other device.

 

The right to use the Services is granted to you personally on an exclusive level. You may not otherwise transfer the Services to someone else, whether for money, or services of value, or for free. If you sell any device on which the  Services  are installed, you must mandatorily delete the Services from the said platform.

 

If you use our Services on behalf of a business entity, such use implies that the entity accepts this TOCS. The entity will indemnify Takeda and all its affiliates, employees, and agents, from any claim, suit or action arising from or related to the use of these Services, including any liability or expense arising from claims, losses, damages (as listed below), suits, judgments, litigation costs and attorneys’ fees.

 

INTELLECTUAL PROPERTY RIGHTS

 

All intellectual property rights in the Services shall belong to Takeda absolutely and in their entirety. These rights include trademarks (whether registered or unregistered), copyrights, design rights (whether registered or unregistered), service marks (whether registered or unregistered) and other rights to intellectual property wherever applicable in specific countries and regions, along with the right to apply for protection of the same.

 

Subject to your adherence to the TOCS, the rights in the Services are licensed (not sold) to you in a limited, revocable, non-exclusive manner. You retain no intellectual property rights in, or to, the Services other than the right to use them in accordance with these TOCS. You may not use any content from our Services unless permission is explicitly obtained from Takeda or is otherwise permitted by law.

 

RESTRICTIONS OF USING THE SERVICES

 

Our licence for you to use the Services as set out in these TOCS is contingent on your agreement to comply with all applicable laws in your country which govern your use of the Services. Ergo, you will not:

 

• copy, lease, sub-license, loan, provide, or otherwise make our Services available, in any form, in whole or in part to any person;
• translate, transliterate, merge, adapt, vary, alter or modify, the whole or any part of them nor permit them or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use them on devices as permitted in these TOCS;
• disassemble, de-compile, decode, reverse engineer, reformat, or frame any part of the Takeda Services Software or create derivative works based on the whole or any part of them;
• use our Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these TOCS, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into them or any operating system;
• create multiple accounts under false or fraudulent pretences;
• infringe our intellectual property rights or those of any third party in relation to your use of the them (to the extent that such use is not licensed by these TOCS). 

 

LIMITATION OF LIABILITY

 

Your use of the Services is at your own risk. Takeda is not liable for any damage that may result in downloading and using Services offered to you free of charge or, for damage that was caused by you, including you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

 

To the extent permitted by applicable laws, we are not liable to you under these TOCS for any special, incidental, punitive, consequential or other indirect or exemplary damages arising in any way out of the use of the Services or under these TOCS including, without limitation, lost profits, lost business, business interruptions or loss of business opportunity, whether in tort, contract or otherwise, even if you have been advised of the possibility of such damages including but not limited to the mistakes, omissions in, or any delay of transmission of, breakage of services by telecommunication partners, or viruses, whether caused in whole or part by acts of God, negligence, terrorism, war, theft, destruction or unauthorised access to the Services. 

 

We are not liable for any information provided by the Services - Although we make reasonable efforts to update the information provided by the Services, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete, reliable or up to date. The Services are provided ‘as is’ and ‘as available’ without warranties or guarantees, whether express or implied. Takeda does not warrant that the Services will meet your requirements, be virus or error-free and uninterrupted.

 

WHEN WE MAY END YOUR RIGHTS TO USE THE SERVICES

 

The Services are available free of charge and is for informational purposes only. We make no representation that we will continue to make it available, support and/or update it indefinitely. If we decide to cease so making it available, support and/or update it, we will give you as much notice as is reasonable in the circumstances. This would end your access to the Services.

 

We may also terminate your rights to use the Services at any time by contacting you if we determine that you have violated these TOCS. This termination may be put on hold or reversed if your violation can be corrected within a grace period provided to you at Takeda’s sole discretion. In case we terminate your rights to use the Services:

 

• You must stop using the Services.

 

• You must delete or remove the Services from all devices in your possession and immediately destroy all copies of the Services that you may possess.

 

TRANSFER OF THIS AGREEMENT

 

Takeda may transfer its rights and obligations under these TOCS to another organisation or entity at any time on its accord. As a User, notification of such a transfer will be communicated by Takeda to you if it occurs. The transfer will not affect your rights under the contract.

 

You may only transfer your rights or your obligations under these TOCS to another entity subject to our consent, where such consent shall be considered valid if shared via written communication only.

 

FURTHER TERMS

 

This TOCS does not give rise to any rights to a third party to enforce any term of these TOCS. If any one or more provisions of these TOCS is held to be invalid, illegal or unenforceable, the provision shall be considered severed from these TOCS and shall not serve to invalidate any remaining provisions hereof.

 

Any delay in enforcing these TOCS does not invalidate our right to enforce them at any later point in time. If we do not enforce provisions of this TOCS immediately, or if we delay in taking steps against you for violation of any provision of this TOCS, your obligation to adhere to its provisions remains valid, and our right to enforce the TOCS and take necessary measures at a later point in time, remains valid.

 

APPLICABLE LAW AND DISPUTES

 

If you reside in a country which requires consumer contracts to be governed by local law (e.g. Member States of the European Union), then any claims against us will be governed by your local law, excluding the choice of law provisions. In all other cases, Swiss law shall apply, excluding the choice of law provisions. You may resolve any claim in the competent court of your country of residence. In all other cases, the courts of Zurich will have competence over your claim.

 

UPDATE AND CHANGES TO THE SERVICES

 

From time to time we may request you to update the Services to improve performance, increase functionality, reflect changes to the operating system or address security issues. However, we are under no legal obligation to update the Services. If you choose not to install such updates you may not be able to continue using the Services.

 

CHANGES TO THESE TOCS

 

We may need to change these TOCS to reflect changes in law or best practice or to deal with additional features which we introduce. In such events, such modifications shall be binding on you only upon your acceptance of the modified TOCS. We will notify in prior, with details of the change. If you do not accept the notified changes you will not be permitted to continue to use the Services. Unless material changes are made to the dispute resolution clause provided herein, you agree that modifications of these TOCS does not create a renewed opportunity to opt out of the dispute resolution clause.