- Permitted Uses. Subscriber and Subscriber’s personnel may use the Service and access the Site solely for utilizing the veterinary practice management features of the Service in the ordinary course of operating a veterinary practice and any ancillary animal care business affiliated with that practice.
- Subscriber’s Agreements. Subscriber agrees (i) to use the Service and Site only for lawful purposes and in compliance with all applicable laws, including privacy and data collection laws, (ii) to take no action that might compromise the security of the Service or Site, render it inaccessible to others, or otherwise cause damage to the Service or Site, (iii) to use the Service and Site only for permitted uses described in these Terms and any user instructions, (iv) not to frame, link to, or create derivative works based on the Service or Site, except as expressly authorized in these Terms, (v) not to copy any of the materials or information available from the Service or the Site, other than Subscriber Content (defined below), except as expressly authorized in these Terms, (vi) not to post, upload or otherwise transmit any data or content that is misleading, threatening, abusive, hateful, or racially, ethnically or otherwise objectionable, or that Subscriber does not have a right to post, upload or transmit, or that otherwise infringes any rights of any third parties, and (vii) to comply with all terms of any other agreement with TPI. Subscriber understands that access to the Service and Site is password protected, and Subscriber agrees to maintain the confidentiality of Subscriber’s usernames and passwords, and provide usernames and passwords only to those employees who require access to the Service or the Site for performing their jobs in compliance with the permitted uses. TPI reserves the right, but is not obligated, to review any information related to or posted by Subscriber or Subscriber’s clients and, in TPI’s sole discretion, without notice, remove any information or content that violates these Terms.
- Intellectual Property. The Service and Site are the property of TPI or its licensors, and is protected by state, federal and international copyright, trademark and other intellectual property laws. No reproduction, distribution, or transmission of the copyrighted elements of the Service or Site is authorized without the prior written permission of TPI, except as expressly authorized by these Terms.
- Mobile Devices. The Service and Site may be accessed using supported mobile devices, and such access remains subject to these Terms. Subscriber and Subscriber’s personnel are responsible for knowing how to properly use their mobile devices, and TPI assumes no obligation or liability with regard to use of such devices. Access might not be available, or might be limited, over some mobile networks. The use of a mobile device may be subject to the terms and conditions of agreements Subscriber or its personnel have with third party service providers, such as mobile device manufacturers or telecommunications or data carriers, and these Terms do not amend or supersede any of those agreements. Those agreements may contain requirements and limitations including fees and charges that may impact the use of a mobile device to access the Service or the Site. Subscriber and its personnel are solely responsible for all such limitations, restrictions, fees and charges. Subscriber understands that messaging and data charges may apply. Only the mobile device manufacturer or telecommunications carrier is responsible for its products and services. Subscriber agrees to resolve any problems with its and Subscriber’s personnel’s mobile devices without involving TPI. If Subscriber elects to download an app made available by TPI to access the Service or the Site, Subscriber acknowledges that it must agree to the TPI’s license agreement and any other terms that govern use of that app. Such license agreement and any other terms do not amend or supersede these Terms, but are in addition to these Terms, which will continue to apply.
- Subscriber Content. “Subscriber Content” is any data, information or materials created or provided by, or pertaining to Subscriber, including information about, related to or supplied by Subscriber’s clients or patients. Subscriber represents and warrants that (i) all Subscriber Content posted, uploaded or transmitted to or using the Service or the Site is true, accurate and complete, and (ii) Subscriber has the right to post, upload or transmit the Subscriber Content and to grant the license to TPI herein with respect to the Subscriber Content. Subscriber hereby grants to TPI a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, sub licensable right and license to (a) aggregate, compile, decompile, manipulate, reproduce, modify, supplement, adapt, translate, create derivative works from, distribute, publish, disclose and otherwise use all Subscriber Content for any and all purposes, including without limitation, commercial purposes unrelated to the Service or the Site, (b) further sublicense the Subscriber Content to third parties, and (c) use the Subscriber Content to power applications or services from TPI or third parties. In connection with the foregoing license, TPI shall be permitted to extract Subscriber Content itself or using third party extractors and extractor tools, and to store the Subscriber Content on servers or cloud-based storage, in each case using providers selected by TPI. Subscriber covenants not to grant any rights or licenses to the Subscriber Content that are inconsistent with the license granted to TPI in these Terms. TPI reserves the right, but is not obligated, to review Subscriber Content and without notice to remove any that TPI determines, in its sole discretion, violates these Terms.
- Disclaimer of Warranties. THE SERVICE AND SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TPI MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SERVICE OR THE SITE. TPI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SERVICE OR THE SITE, AND ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED VIA THE SERVICE OR SITE. TPI DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SERVICE OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE OR SITE WILL BE CORRECTED. IF SUBSCRIBER IS DISSATISFIED WITH THE SERVICE, SITE OR THESE TERMS, SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE AND THE SITE.
- Limitation of Liability. IN NO EVENT WILL TPI BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, HOWEVER CAUSED, ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE SERVICE, SITE OR CONTENT, (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICE OR SITE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE OR THE CONTENT, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF SUBSCRIBER’S TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATING TO THE SERVICE, SITE OR THE CONTENT, EVEN IF TPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, TPI’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT, TORT, WARRANTY, OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED FEES PAID BY SUBSCRIBER FOR THE SERVICE DURING THE SIX MONTHS PRECEDING THE DATE SUBSCRIBER NOTIFIES TPI OF ANY CLAIM, DEMAND, ACTION OR SUBSCRIBER DAMAGE OF ANY KIND.
- Indemnification. Subscriber shall indemnify, defend and hold TPI, Patterson Veterinary Supply, Inc., and their respective affiliates, officers, directors, employees and agents harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including reasonable attorney’s fees) resulting from (i) Subscriber’s use of the Service or the Site, (ii) Subscriber’s failure to comply with any provision of these Terms, or (iii) should any representation of Subscriber to TPI prove false in any material respect. TPI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Subscriber, in which event Subscriber agrees to cooperate with TPI in asserting any available defenses. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of TPI and/or its affiliates, officers, directors, employees and agents.
(a) By TPI. TPI may terminate Subscriber’s access to the Service or the Site, in whole or in part, (i) immediately and without prior notice if Subscriber fails to comply with any provision of Section 2 or if any representation of Subscriber to TPI is false in any material respect, or (ii) if Subscriber fails to comply with any other provision of these Terms, or to pay when due any amount owing to TPI or Patterson Veterinary Supply, Inc., which failure continues for fifteen (15) days after written notice. TPI may discontinue the Service or the Site, or terminate Subscriber’s access to the Service or the Site with or without cause at any time upon thirty (30) days’ notice to Subscriber.
(b) By Subscriber. Subscriber may discontinue use of the Service or the Site at any time upon thirty (30) days’ notice by calling TPI at (833) 628-3867.
(c) Consequences of Termination. Upon any cancellation or termination, (i) TPI shall provide to Subscriber one copy of the Subscriber Content within 10 days of the effective date of cancelation or termination, provided Subscriber has paid to TPI all subscription fees and other amounts due TPI through the effective date of cancelation or termination; (ii) Subscriber remains obligated to pay all subscription fees or other amounts due TPI for the Service that are incurred prior to the cancellation or termination but become payable after the effective date of the cancelation or termination, and (iii) unless TPI discontinues the Service or the Site, or terminates Subscriber’s access to the Service or the Site without cause, (A) TPI has no obligation to refund any pre-paid fees, and (B) Subscriber may no longer be entitled to discounts on other products licensed, subscribed to or purchased by Subscriber from TPI or Patterson Veterinary Supply, Inc.. The disclaimers and limitations of liability set forth in these Terms shall survive termination.
- Notice. Subscriber agrees that notice posted on the Site or by email to the email address furnished by Subscriber when subscribing to the Service, as subsequently updated by Subscriber, constitutes effective notice for all purposes. Subscriber shall be solely responsible for updating Subscriber’s registered email address. If prior notice is required, unless these Terms expressly provide for a longer period, Subscriber agrees that ten days’ advance notice shall be reasonable for all purposes. Actual notice by telephone or other means shall be effective upon receipt by Subscriber.
- Data Retention. TPI uses practices it deems commercially reasonable to maintain data and Subscriber Content. Except as expressly provided in these Terms, TPI shall have no obligation to return any Subscriber Content, or provide any other data, to any Subscriber, or to retain copies of Subscriber Content or other data for any particular period of time after the cancelation or termination of the Subscriber’s subscription. TPI may, in its sole discretion, retain data and copies of Subscriber Content for such purposes as it determines are appropriate, or are required by applicable law.
- Force Majeure. TPI shall not be liable for any delay or failure due to any cause beyond its control, including, without limitation, restrictions of law, regulations, orders or other government directives, labor disputes, acts of God, acts of third party vendors or suppliers, or mechanical or electrical breakdowns.
- Governing Law. For Licensed Locations in the U.S.A., these Terms shall be governed by applicable the laws of the State of New York and the federal laws of the U.S.A., and Subscriber submits to the non-exclusive personal and subject matter jurisdiction of the state and federal courts in Ramsey County, Minnesota or New York, New York, over any action relating to these Terms, the Service or the Site. For Subscribers located outside the U.S.A., these Terms shall be governed by the applicable laws of the jurisdiction in which the Licensed Location exists. The official language of these Terms, and all agreements or other terms or conditions pertaining to Subscriber’s use of the Service or the Site, is English.
- Miscellaneous. These Terms and the documents or materials referred to herein constitute the entire agreement between Subscriber and TPI with respect to this subject matter and supersede all previous and contemporaneous agreements, understandings, or communications, whether written or oral. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions. Failure to insist on strict performance of any provisions of these Terms will not operate as a waiver of any subsequent default or failure of performance. No waiver of any provision of these Terms will be valid unless in writing and acknowledged in writing or electronically by both parties. Any rights not expressly granted herein are reserved by TPI.