These Terms govern your access to and use of our website(s) and your access to and use of a Plumb’s Subscription. Click on the links below to jump to each document.
WEBSITE TERMS AND CONDITIONS OF USE
Last Updated: July 26, 2023
These Website Terms and Conditions of Use (the “Terms”) govern your access and use of the website(s) made available to you by Educational Concepts, LLC dba VetMedux (“VetMedux”, “we”, “us”, or “our”), including the websites located at www.cliniciansbrief.com, www.plumbs.com, www.app.plumbs.com, www.vetmedux.com, and any other website that links to these Terms (each, a “Site” and collectively, the “Sites”). These Terms set forth the terms and conditions under which you may access and use the Site and all services provided by VetMedux and made available on the Sites (the “Services”).
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND VETMEDUX THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
This Subscription Agreement (this “Agreement“) is a binding contract between you (“Customer,” “you,” or “your“) and EDUCATIONAL CONCEPTS, L.L.C d/b/a BRIEF MEDIA (“BRIEF MEDIA,” “we,” or “us“). This Agreement governs your access to and use of the Subscription (defined below)
1. ACCEPTANCE OF TERMS
By using any Site or Services and agreeing to be bound to these Terms, you represent and warrant that you have the right, power and authority to do so. If you are entering into these Terms on behalf of an organization (such as your employer), you represent and warrant that you have the legal authority to bind that organization to these Terms.
In the event that you or any organization that you represent have entered into a separate written agreement with VetMedux with respect to your use of the Sites and any Services, then the terms and conditions of such agreement shall govern over any conflicting terms in these Terms solely with respect to the Sites and Services covered under such separate agreement.
To the extent prohibited by applicable law, the Sites and Services are not intended for and should not be used by anyone under the age of eighteen (18). By using the Sites and Services, you represent that you are at least eighteen (18) years old.
2. CHANGES TO THESE TERMS
We may modify these Terms from time to time in our sole discretion and in such instance, we will provide notice to you of the modified terms. You understand that continued use of the Sites or Services after we notify you of any changes indicates your acceptance of such changes.
3. ACCESS TO THE SITES; SERVICES
Subject to your compliance with these Terms, VetMedux grants you a limited, non-exclusive, non-transferrable, revocable license to access and use the Sites and Services, as well as the images, graphics, text, data, information, and other works of authorship that are made available to you via the Sites (the “VetMedux Content”) solely for your internal informational purposes . You acknowledge and agree that you will not reproduce, duplicate, copy sell or resell the Site, the Services or any VetMedux Content, features, or other material contained on the Site or in the Services.
We may change or discontinue any aspect, service or feature of the Sites or Services at any time, including, but not limited to, content, hours of availability, and equipment needed for access or use. We reserve the right to withdraw or modify any of the Sites and any Service, in our sole discretion and without notice to you. We will not be liable if, for any reason, all or any part of any Site or Service is unavailable at any time or for any period. From time to time, we may restrict or limit access to some parts of the Sites or Services, or all of the Sites or Services.
4. YOUR RESPONSIBILITIES
You may not use the Sites or Services for any unlawful, fraudulent, offensive, or obscene activity, as further described as set forth in the AUP, which is incorporated herein by reference. You will comply with all terms and conditions of these Terms, all applicable laws, rules and regulations, and all guidelines, standards and requirements that may be posted on the Sites from time to time, including the AUP.
In order to access some portions of the Sites or Services, you may need to register for an account by creating access credentials (including a user ID and password). In creating your account, you may be required to provide certain information about yourself, including but not limited to your full name, email address, phone number, date of birth, and other information as required by VetMedux. You represent and warrant that all such information provided to VetMedux is complete and accurate. You may not impersonate someone else, create an account for someone else, provide another’s email or create multiple accounts. You are responsible for keeping any passwords and access credentials confidential and you will not sell or transfer them to any other person or entity. You will promptly notify VetMedux about any unauthorized access or use of your passwords, access credentials or systems that utilize them to access the Sites or Services.
You are solely responsible and liable for all uses of the Sites or Services (either by you or any third party, that directly or indirectly receives access from you), regardless of whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of any users accessing the Sites or Services through your account, and any act or omission by such users will be deemed attributable to you.
In accessing and using the Sites and Services, you agree that you will not:
- use the Sites or Services for any purpose in violation of local, state, national, or international laws;
- redistribute or republish the VetMedux Content, transfer the VetMedux Content to any third party, download or print copies of the VetMedux Content (except for printing no more than 3 copies of pages of the Sites for your own personal use) or use the VetMedux Content for any purpose other than your internal informational purposes;
- engage in “screen scraping,” “database scraping” or harvesting of any information or data (including e-mail addresses, wireless addresses or other contact or personal information);
- Use any robot, spider or other automatic device, process or means to access the Site or Services, or to gather content from the Site or Services;
- Use any VetMedux Content in connection with any artificial intelligence, including any machine learning or neural network models. For clarity, You are prohibited from using any VetMedux Content to train any type of artificial intelligence model;
- interfere with, interrupt, damage, disable, overburden, or impair the Sites or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- attempt to gain unauthorized access to other computer systems through the Sites or Services;
- alter information on or obtained from the Sites or Services;
- assist any third party in doing any of the foregoing.
5. YOUR CONTENT
The Sites and Services may provide you with the ability to interact with VetMedux, other users of the Sites and Services, and with third parties by posting comments, submitting content, or using other interactive functionality (all such submissions and all information relating to such submissions shall be collectively referred to as “Your Content”).
By submitting Your Content to the Sites and Services, you hereby represent and warrant that:(i) you own all rights in Your Content or you have obtained all necessary rights in Your Content to enable you to grant to VetMedux the rights to use your User Content pursuant to these Terms; and (ii) Your Content complies with the AUP.
As between you and VetMedux, you maintain ownership of Your Content. However, you grant to VetMedux and its affiliates a worldwide, royalty-free, fully paid up, perpetual, freely-transferable, freely sublicensable, non-exclusive license to use, reproduce, modify, transmit, publicly perform, distribute, display, and create derivative works from Your Content (in any form, media, or technology) for any business purpose, including the operation of the Sites and Services.
You agree that VetMedux may refuse to use Your Content in its sole discretion.
In order to use the Sites and the Services, we may need to communicate with you from time to time via email, SMS message or other means of electronic communication. By providing VetMedux with your email address, phone number, or any other information as may be required, you consent to receive all required notices and information. Electronic communications may be posted on the Sites or delivered to your email address. You are responsible for promptly informing VetMedux of any change in your contact information, including your email address.
8. INTELLECTUAL PROPERTY RIGHTS
As used herein, “VetMedux IP” means the Sites, Services, VetMedux Content, any software, source code, data, diagrams, other works of authorship, know-how, trade secrets, trademarks, service marks, ideas, inventions (whether patentable or not), designs, logos, and other proprietary property of VetMedux throughout the world. VetMedux and its licensors will remain the owners of all VetMedux IP, and except for the limited right to use the Sites and Services in accordance with these Terms, you shall not acquire any rights in any VetMedux IP. Except as expressly permitted in these Terms, you may not use any VetMedux IP without VetMedux’s prior written consent.
If you send or transmit any communications or materials to VetMedux by mail, email, telephone or otherwise suggesting or recommending changes or improvements to the Sites and Services, including new features or functionality relating thereto, or any comments, questions, suggestions or the like (“Feedback”), VetMedux is free to use such Feedback without limitation, compensation or attribution, irrespective of any other obligation or limitation between you and VetMedux governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby agree to assign to VetMedux at any time all right, title, and interest in Feedback. VetMedux shall have no obligation or requirement to use any Feedback.
9. AVAILABILITY; MOBILE ACCESS
We provide the Sites and Services over the Internet. The Sites and Services may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL CONNECTIVITY, COMPUTER SOFTWARE, HARDWARE AND OTHER EQUIPMENT NEEDED FOR ACCESS TO AND USE OF THE SITES AND SERVICES, AND YOU ARE SOLELY RESPONSIBLE FOR ALL CHARGES RELATED TO USE OF THE SAME. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, FAILURES OR SECURITY BREACHES RELATING TO THE PRODUCTS AND SERVICES YOU USE TO ACCESS AND USE THE SITES AND SERVICES, AND WE ARE NOT LIABLE TO YOU FOR ANY DAMAGE RESULTING FROM SUCH PROBLEMS. Your sole and exclusive remedy for any failure or non-performance of the Sites or Services is for us to use commercially reasonable efforts to restore or repair the applicable Site or Service.
You may access the Sites and Services using compatible mobile devices. You acknowledge and agree that you are solely responsible for ensuring the compatibility of any device you use to access the Site and Services, and that you remain in compliance with any agreement you have entered into with your mobile device or telecommunications service provider.
10. THIRD PARTY OFFERINGS; PROMOTIONS; SOCIAL MEDIA
As part of the Sites or Services, we may (i) provide links that will take you to third party websites; (ii) provide access to services provided by third parties; and (iii) provide access to information and content authored by third parties (collectively, “Third Party Offerings”). Third Party Offerings are provided for your convenience only. If you decide to access or use any Third Party Offerings, then you do so at your own risk and subject to any additional terms and conditions provided or mandated by the provider of such Third Party Offerings. VetMedux does not control Third Party Offerings, and VetMedux does not endorse or take responsibility for the content, availability, accuracy or security of Third Party Offerings or the results to be achieved by your use of the same, You agree that VetMedux is not liable for any loss or damage that you may suffer by using any Third Party Offerings. ALL THIRD PARTY OFFERINGS ARE PROVIDED BY VETMEDUX ON AN “AS IS” BASIS. VETMEDUX DOES NOT MAKE ANY AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY THIRD PARTY OFFERINGS.
VetMedux may run advertisements and promotions from third parties on the Sites. Your business dealings or correspondence with, or participation in promotions of, advertisers other than VetMedux, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. VetMedux is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third party advertisers on the Site.
From time to time, we may post, publish or include on the Sites certain information or content related to the Services that you post, upload or otherwise provide through the Sites or to websites operated by third parties, including reviews, opinions, ratings and quotations. You acknowledge and agree that VetMedux shall have the right to use all such information.
11. WARRANTIES; DISCLAIMER
THE VETMEDUX CONTENT, THE SITES, AND THE SERVICES ARE INTENDED FOR USE SOLELY BY OR UNDER THE SUPERVISION OF LICENSED VETERINARY PROFESSIONALS EXERCISING INDEPENDENT MEDICAL JUDGEMENT. ALL USE OF THE VETMEDUX CONTENT, THE SITES, AND THE SERVICES IS AT YOUR OWN RISK.
THE SITES AND SERVICES, INCLUDING ALL VETMEDUX CONTENT, ARE PROVIDED ON AN “AS IS” BASIS, AND VETMEDUX MAKES NO WARRANTIES, AND HEREBY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, ARISING FROM OR RELATED TO THESE TERMS, THE SITES, SERVICES, AND THE VETMEDUX CONTENT. WITHOUT LIMITATION, VETMEDUX DISCLAIMS (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (ii) ANY WARRANTIES THAT THE SITES AND SERVICES WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE; (III) ANY WARRANTIES AS TO THE RESULTS TO BE ACHIEVED THROUGH THE USE OF THE SITES AND SERVICES; AND (iv) ANY OTHER WARRANTIES RELATING TO THE STITES, SERVICES AND VETMEDUX CONTENT THAT MAY ARISE FROM TRADE, USAGE, PERFORMANCE OR CUSTOM.
12. LIMITATION OF LIABILITY
VETMEDUX WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS, THE SITES, THE SERVICES OR THE VETMEDUX CONTENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OR BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER VETMEDUX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, VETMEDUX WILL NOT BE LIABLE TO YOU FOR CLAIMS OR DAMAGES ARISING FROM OR RELATING TO (i) THE CORRUPTION, UNAUTHORIZED DISCLOSURE OR ERASURE OF DATA TRANSMITTED OR RECEIVED OR STORED ON ITS SYSTEMS OR NETWORKS; (ii) THE LOSS OF DATA OR INABILITY TO ACCESS THE SERVICES DUE TO CIRCUMSTANCES NOT IN THE DIRECT CONTROL OF VETMEDUX, INCLUDING, SUPPLIER PROBLEMS, TELECOMMUNICATIONS FAILURES, OR INTERNET SERVICE PROVIDER LIMITATIONS; OR (iii) ERRORS, DEFECTS OR NON-CONFORMITIES IN THE SERVICES CAUSED BY NETWORKS, COMPUTERS, SOFTWARE, TELECOMMUNICATIONS EQUIPMENT OR OTHER DEVICES OUTSIDE VETMEDUX’S CONTROL. VETMEDUX’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00) IN THE AGGREGATE.
You agree to defend, indemnify and hold harmless VetMedux, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Sites and Services by you. VetMedux reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section.
VetMedux may terminate or suspend these Terms at any time without notice to you. Without limiting the foregoing, VetMedux shall have the right to immediately terminate (or suspend) your access to the Sites and Services if you breach any of these Terms or if VetMedux otherwise determines, in its reasonable discretion, that your use of the Sites or Services is unacceptable. The provisions of Sections 5, 8, 10, 11 12, 13, 15, 16, 17, and 18 shall survive termination of these Terms.
15. GOVERNING LAW
These Terms are governed by and construed in accordance with the internal laws of the State of Oklahoma without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdictions other than those of the State of Oklahoma.
16. DISPUTE RESOLUTION
(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and VetMedux agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and VetMedux are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(b) Exceptions and Opt-out. As limited exceptions to Section 16(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the misuse of the Site or Services, or infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so at the contact address set forth in Section 18.
(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d) Class Action Waiver. YOU AND VETMEDUX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.
(e) Effect of Changes on Arbitration. If VetMedux changes any of the terms of this Section 16 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated” date above. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and VetMedux accordance with the terms of this Section 16 “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
(f) Severability. If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
The invalidity, illegality or unenforceability of any provision herein does not affect any other provision herein or the validity, legality or enforceability of such provision in any other jurisdiction.
No waiver of any provision or condition of these terms shall be valid unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Terms will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right remedy, power, or privilege. As used herein, the term “or” shall mean “and/or” and the term “including” shall mean “including without limitation”. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND VETMEDUX WAIVE A RIGHT TO ANY TRIAL BY JURY.
18.1 VetMedux is located in Tulsa, Oklahoma, U.S.A. You may contact us at:
110 South Hartford Avenue, Suite 2507
Tulsa, Oklahoma 74120
PLUMB’S SUBSCRIPTION TERMS
Last Updated: July 26, 2023
These PLUMB’S SUBSCRIPTION TERMS (the “Terms”) are a binding contract between you (“Customer,” “you,” or “your“) and Educational Concepts, L.L.C d/b/a VetMedux (“VetMedux,” “we,” or “us“). These Terms govern your access to and use of the Subscription (defined below). Customer and VetMedux may each be referred to as a “Party” or collectively as the “Parties”.
These Terms take effect when you purchase a Subscription from VetMedux, or otherwise access or use the Subscription. You thereby (a) acknowledge you have read and understand these Terms; (b) represent and warrant that you have the right, power, and authority to enter into these Terms and, if entering into these Terms on behalf an organization (for instance, your employer), that you have the legal authority to bind that organization; and (c) accept these Terms and agree that you are legally bound by them.
If you do not agree to these Terms, you may not obtain a Subscription and may not use plumbs.com.
All capitalized terms shall have the meanings ascribed to them below or as otherwise defined in the applicable section of these Terms.
1.1. “Acceptable Use Policy” means VetMedux’s Acceptable Use Policy available at https://plumbs.com/acceptable-use-policy/.
1.2. “Agreement” means, collectively, these Terms, the Order Form, the Acceptable Use Policy, and the Website Terms and Conditions of Use.
1.3. “Authorized User” means your employees (a) who are authorized by you to access and use the Subscription under the rights granted to Customer pursuant to the Agreement and (b) for whom access to the Subscription has been purchased hereunder.
1.4. “Customer Data” means information, data, and other content, in any form or medium, that is submitted or otherwise transmitted by you or any Authorized User in connection with their use of the Subscription.
1.5. “Developments” means all data, diagrams, content, software, other works of authorship, know-how, trade secrets, trademarks, service marks, ideas, inventions (whether patentable or not), methods, processes, designs, logos, and other proprietary property throughout the world.
1.6. “Documentation” means VetMedux’s catalog, user manuals, handbooks, guides, and other materials relating to the Subscription, as may be provided or made available by VetMedux to Customer from time to time either electronically or in hard copy form, including all end user documentation relating to the Subscription available at plumbs.com.
1.7. “Fees” shall mean the fees charged by VetMedux to Customer for the Subscription.
1.8. “Intellectual Property Rights” means all worldwide intellectual property rights, including copyrights, patent rights, trademark rights, trade secret rights, rights in know-how, authors’ rights, rights of attribution, and other proprietary rights, and all registrations and applications therefor and rights to apply for registration or protection of the same anywhere in the world.
1.9. “Order Form” means an electronic order form or order confirmation page that details the purchase of a subscription to either the “Plumb’s Veterinary Drugs®” or “Plumb’s Pro™” service offerings, including all related Fees.
1.10. “Subscription” means the subscription to either the “Plumb’s Veterinary Drugs®” or “Plumb’s Pro™” service offerings (as set forth in the Order Form), which is purchased by Customer and provided by VetMedux.
1.11. “VetMedux Content” means all written (including electronic) content provided or made accessible to Customer and your Authorized Users via the Subscription, including all drug monographs, drug interactions, pet owner handouts, algorithms, and clinical monographs and the Documentation.
1.12. “VetMedux Intellectual Property” and “VetMedux IP” each mean the Subscription, the Documentation, VetMedux Content, and all other Developments provided to you or your Authorized Users in connection with the Subscription. For the avoidance of doubt, VetMedux IP includes Statistics (as defined in Section 5.4), but does not include Customer Data.
1.13. “VetMedux Software” means all websites, mobile applications, software, software as a service (SaaS), and other content delivery technology used by VetMedux to provide the Subscription, including all related source code, object code, compiled code, and code libraries.
1.14. “Website Terms and Conditions of Use” means the terms located at https://plumbs.com/terms-conditions/ that govern the access and use of VetMedux’s websites.
2.1. Construction. The Agreement comprises these Terms, the Order Form, the Acceptable Use Policy, and the Website Terms and Conditions of Use. In the event of conflict between any of these documents, the order of precedence in resolving such conflict is as follows: (i) the Terms; (ii) the Order Form; (iii) the Acceptable Use Policy; and (iv) the Website Terms and Conditions of Use.
2.2. Other Customer Agreements. In the event you have entered into a separate written agreement with VetMedux regarding your access and use of the Subscription (a “Customer Agreement”), the terms of the Customer Agreement shall govern your use of the Subscription.
2.3. Mobile Application. In the event you or your Authorized Users use our mobile application to access and use the Subscription, the terms of our End User License Agreement (located at https://plumbs.com/eula/) shall apply. You shall ensure that all Authorized Users comply with the End User License Agreement.
2.4. Changes or Modifications to these Terms. From time to time, we may, in our sole discretion, modify or amend these Terms. We will provide notice to you (either through the Subscription or posted at www.plumbs.com) of any such modifications or amendments. Your continued use of the Subscription after receipt of such notice constitutes your acceptance of the modified or amended Terms. Notwithstanding the foregoing, if you reasonably believe that any such modifications or amendments will materially impact your use of the Subscription or your rights under the Agreement, you may contact us (at the correspondence address listed in Section 12.4 below) within thirty (30) days of the modifications or amendments taking effect, and we will cooperate in good faith with you to address your concerns with the modifications or amendments to the Agreement.
3. Subscription; Access
3.1. Generally. Subject to and conditioned on Customer’s payment of all Fees and compliance with the terms and conditions of the Agreement, VetMedux hereby agrees to provide and hereby grants Customer and its Authorized Users a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Subscription and Documentation by Authorized Users solely for Customer’s internal business operations.
3.2. Account Use. Customer is solely responsible and liable for all uses of the Subscription (either by Customer or any third party, including Authorized Users, that directly or indirectly receives access from Customer), regardless of whether such access or use is permitted by or in violation of the Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User will be deemed attributable to Customer. Customer will ensure all Authorized Users are aware of the Agreement’s provisions as applicable to such Authorized User’s use of the Subscription and will cause Authorized Users to comply with such provisions.
3.3. Passwords and Access Credentials. VetMedux may use security measures, including user identification and authentication (including API keys; strong, unique passwords; two-factor authentication; and authorization) to prevent the unauthorized access and use of the Subscription. VetMedux shall not be responsible for any unauthorized access or use of the Subscription. Customer’s use of the Subscription may not exceed any applicable limitations on the number of Authorized Users or the frequency or number of content item requests. Customer is responsible for keeping its passwords and access credentials associated with the Subscription confidential. Customer will not sell or transfer them to any other person or entity. Customer will promptly notify VetMedux about any unauthorized access or use of its passwords, access credentials or systems that utilize them to access VetMedux services or content. Unless otherwise agreed by VetMedux in writing or permitted through VetMedux Software functionality, Customer may not transfer or reassign Authorized User account.
3.4. Restrictions. Customer shall not, and shall ensure that Authorized Users do not, use the Subscription, any component thereof, or VetMedux Content for any purposes beyond the scope of the access granted in the Agreement. Customer shall not (and will ensure that Authorized Users do not) at any time, directly or indirectly: (a) download, distribute, copy (including via scraping) or publish VetMedux Content; (b) modify, or create derivative works of the VetMedux Content or the VetMedux Software (or any portion or aspects thereof), in whole or in part; (c) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Subscription or VetMedux Software; (d) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any VetMedux Software, in whole or in part; (e) remove any proprietary notices from the Subscription, VetMedux Content or VetMedux Software; (f) use the Subscription or VetMedux Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; (g) use any robot, spider or other automatic device, process or means to use the Subscription or VetMedux Content; (h) use any VetMedux Content in connection with any artificial intelligence, including any machine learning or neural network models; (i) use the Subscription or VetMedux Content in any manner that, in VetMedux’s sole discretion, is adverse to its business interests. or (j) assist any third party in performing the foregoing. For clarity, Customer and Authorized Users may not use the Subscription or VetMedux Content to author any works of authorship for any business or commercial purpose or for any type of public use or public presentation or to train any type of artificial intelligence model .
3.5. Downloadable Content. Use of the Subscription may include an ability to download certain VetMedux Content (“Downloadable Content”). Downloadable Content may either be (a) printed and given to Customer’s customers or (b) emailed to Customer’s customers, but in either case, solely for the limited purpose of providing Customer’s customers with information related to specific conditions or treatment. Under no circumstance may Downloadable Content be (a) disseminated or re-posted on public-facing or third-party websites of any type or for any purpose or (b) stored on Customer’s computer hardware or hosted storage platforms (except for cached copies of Downloadable Content temporarily stored for no longer than 24 hours or copies of Downloadable Content attached to emails sent by Customer). Any Third-Party Products that consist of downloadable materials are subject to the terms of Section 3.6 of these Terms. For clarity, Customer may not reuse copies of Downloadable Content that it previously downloaded. All Downloadable Content remains subject to the terms of the Agreement.
3.6. Acceptable Use Policy. Customer represents and warrants that all use of the Subscription by it and Authorized Users shall comply with the Acceptable Use Policy.
3.7. Third-Party Products. The Subscription may permit access to and use of Third-Party Products. Third-Party Products are provided by third-party vendors, and VetMedux has no control over the same. Customer’s use of Third-Party Products is subject to separate terms and conditions provided by the vendor of such Third-Party Products. If Customer does not agree to abide by the applicable terms for any such Third-Party Product, Customer shall not install, access or use such Third-Party Product. VetMedux shall have no liability to Customer relating to the Third-Party Products. ALL THIRD-PARTY PRODUCTS ARE PROVIDED “AS IS.” VET MEDUX MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR ANY SERVICES PROVIDED ON A TRIAL BASIS.
3.8. Subscription Suspension. Notwithstanding anything to the contrary in the Agreement, VetMedux, in its sole discretion, may temporarily suspend Customer’s or any Authorized User’s access to the Subscription if: (a) VetMedux determines, in its sole discretion, that (i) there is a threat to the integrity, accessibility, security or other attack on any of the VetMedux Software; (ii) Customer’s or any Authorized User’s use of the Subscription or any portion thereof violates the terms of the Agreement or otherwise disrupts or poses a security risk to the VetMedux Software (or to any other customer or vendor of VetMedux); (iii) Customer or any Authorized User is using the Subscription for fraudulent or illegal activities; (iv) Customer undergoes Bankruptcy (as defined in Section 6.3); or (v) provision of the Subscription to any Authorized User is prohibited by applicable law; or (b) any vendor of VetMedux has suspended or terminated access to or use of any Third Party Products or other services or products required to enable Customer to access the Subscription (any such suspension described in subclause (a) or (b), a “Service Suspension”). So long as Customer maintains an up to date contact email with VetMedux, VetMedux will use commercially reasonable efforts to provide written notice of any Subscription Suspension to Customer and to provide updates regarding resumption of access following any Subscription Suspension. VetMedux will use commercially reasonable efforts to resume providing access as soon as reasonably possible after the event giving rise to the Subscription Suspension is cured by Customer. VetMedux will have no liability for any damage, liabilities, losses (including any loss of profits), or any other consequences that Customer or any other Authorized User may incur because of a Subscription Suspension. VetMedux’s right to implement a Subscription Suspension does not limit or restrict its other rights in the Agreement, including any termination rights.
3.9. User Complaints. If Customer receives any notice claiming that any VetMedux Content infringes or otherwise violates any Intellectual Property Right or other third-party right, Customer will: (a) promptly notify VetMedux in writing (which may include email), including such detail as is available and necessary for VetMedux to evaluate and address such complaint; and (b) reasonably cooperate with VetMedux in addressing such claims. Additionally, if VetMedux instructs Customer to stop using, delete or make inaccessible any VetMedux Content for any good faith reason (including because such content may contain errors, is or could be subject to a third-party claim, etc.), Customer will promptly (but in any event within 48 hours) comply with such instruction.
4. Fees; Payment
4.1. Fees. Customer shall pay the Fees for the Subscription as set forth on the applicable Order Form (“Fees”).
4.2. Payment. Customer will pay all Fees within thirty (30) days from the invoice date without offset or deduction. Customer will make all payments in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting any other rights and remedies: (a) VetMedux may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) Customer will reimburse VetMedux for all reasonable costs incurred by VetMedux in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (c) if such failure continues for thirty (30) days or more, VetMedux may, in its sole discretion, terminate the Agreement or suspend Customer’s and all other Authorized Users’ and Authorized Users’ access to any portion or all of the VetMedux Content until such amounts are paid in full. No refunds will be paid by VetMedux under any circumstances.
4.3. Taxes. All Fees and other amounts payable by Customer under the Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on VetMedux’s income. No refunds will be paid by VetMedux under any circumstances and Customer will be responsible for the Fees, including future installment payments, owed for the term of the Agreement.
4.4. Fee Disputes. If there is any dispute as to the amount of Fees as set forth on an invoice, Customer shall pay the undisputed amount in full pending the resolution of any dispute and, upon resolution, Customer shall (if necessary) pay any adjustment due within thirty (30) days. Customer agrees to pay all amounts due in full and Customer shall not, for any reason whatsoever, be entitled to assert any credit, set-off or counterclaim against VetMedux in order to justify withholding payment of any such amount in whole or in part.
5. Intellectual Property Rights
5.1. Ownership; License. VetMedux or its licensors will remain the owners of all VetMedux IP. Except as expressly permitted by the Agreement, the Customer may not use any VetMedux IP (including any VetMedux Content) without VetMedux’s prior written consent.
5.2. Feedback. If Customer or any of its Authorized Users, employees, contractors or agents sends or transmits any communications or materials to VetMedux by mail, email, telephone or otherwise, suggesting or recommending changes or improvements to the Subscription, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), VetMedux is free to use such Feedback (including any Developments reflected therein) without limitation, compensation or attribution, irrespective of any other obligation or limitation between Customer and VetMedux governing such Feedback. All Feedback is and will be treated as non-confidential. Customer hereby agrees to assign to VetMedux at any time, and will cause its employees, contractors, and agents to assign, all right, title, and interest in Feedback. VetMedux shall have no obligation or requirement to use any Feedback.
5.3. Customer Data. As between VetMedux and Customer, Customer shall own all right, title and interest in and to the Customer Data. Customer hereby grants to VetMedux a non-exclusive, royalty-free, fully paid-up, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as permitted under the Agreement or as otherwise may be necessary for VetMedux to provide the Subscription to Customer. Customer is solely responsible for the development, content, operation, maintenance, accuracy, and use of Customer Data. VetMedux shall have no liability to Customer for any Subscription errors relating to Customer Data. You acknowledge and agree that VetMedux does not have any obligation to serve as a record keeper for or to otherwise maintain, store or make available to Customer any Customer Data (including any notes or annotations you make using the VetMedux Software), during your Subscription term or otherwise. You shall have sole responsibility for making copies or backups of all Customer Data, and VetMedux shall not have, and expressly disclaims any and all liability for loss, destruction, deletion or unavailability of any Customer Data.
5.4. Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, VetMedux may monitor Customer’s (including Authorized Users’) use of the Subscription and collect and compile data and information derived from, based on or otherwise related to Customer Data and Customer’s use of the Subscription, including statistical and performance information related to the provision and operation of the Subscription (“Statistics“). As between VetMedux and Customer, all right, title, and interest in Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by VetMedux. Customer agrees that VetMedux may use Statistics for any purpose permitted under applicable law, provided that if VetMedux publishes Statistics or makes Statistics available to any third party (other than Customer’s service providers), then such Statistics will be aggregated and anonymized in manner that does not identify Customer or its Authorized Users. Customer hereby grants to VetMedux a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data to the extent incorporated within the Statistics.
5.5. Reservation of Rights. VetMedux reserves all rights not expressly granted to Customer in the Agreement. Except for the limited rights and licenses expressly granted under the Agreement, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the VetMedux IP.
6. Term and Termination
6.1. Term. The term of the Agreement begins on the Effective Date and continues for a period of twelve (12) months or until terminated in compliance with this Section 6. Subscriptions will automatically renew at the end of the Term, at the then-current price set forth on VetMedux’s pricing sheet, located at http://plumbs.com/pricing/; provided, however, that student Subscriptions will not be subject to auto-renewal. Customer may elect to opt out of auto-renewal at any time by changing the appropriate setting in Customer’s account profile under the “Subscription Details” tab. VetMedux will provide notice of auto-renewal at least fourteen (14) days prior to the end of the then-current Term.
6.2. Termination for Cause. Either Party may terminate the Agreement, effective upon written notice to the other Party, if the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) days of written notice of such breach or, immediately, if such material breach is incapable of cure. VetMedux, in its sole discretion, will determine if any use is in violation of the restrictions set forth in the Agreement and, subject to the terms of the Agreement, reserves the right to terminate or suspend Customer’s and any Authorized User’s access to all or any portion of the Subscription.
6.3. Termination for Bankruptcy. Either Party may terminate the Agreement, effective immediately upon written notice to the other Party, if the other Party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) makes or seeks to make a general assignment for the benefit of its creditors; or (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business (collectively, “Bankruptcy”).
6.4. Effect of Termination. Upon termination or expiration of the Agreement for any reason, Customer shall (and shall ensure that all Authorized Users) (a) immediately cease all use of the Subscription and (b) cease use of and permanently destroy (including deleting electronic media) all VetMedux Content accessed through use of the Subscription. For the avoidance of doubt, in the event of termination or expiration of the Agreement for any reason, Customer shall promptly pay to VetMedux all outstanding Fees and Customer shall not be entitled to any refund of any prepaid Fees for the Subscription. Within thirty (30) days of VetMedux’s request, an officer of Customer shall certify in writing that it has ceased all use of and permanently destroyed all VetMedux Content.
6.5. Survival. Upon termination or expiration of the Agreement for any reason, Sections 4, 5, 7, 10, 11, 14 and any other provisions of these Terms which by their nature survive termination or expiration shall so survive.
7.1. Confidential Information. From time to time during the Term, VetMedux and Customer may disclose or make available to the other Party information about its business affairs and products that are designated or otherwise identified as “confidential” at the time of disclosure or that a reasonable party would understand to be confidential (collectively, “Confidential Information”). Confidential Information does not include information that: (a) is or becomes in the public domain through no fault of the receiving Party; (b) is already known to the receiving Party at the time of disclosure; (c) after disclosure, is rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) is independently developed by the receiving Party without access or use of the disclosing Party’s Confidential Information. A receiving Party may only use the disclosing Party’s Confidential Information to exercise its rights or perform its obligations hereunder. The receiving Party will not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under the Agreement. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving Party and will expire five (5) years after the Agreement expires or is otherwise terminated; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7.2. No Adequate Remedy. VetMedux and Customer agree that the unauthorized disclosure of Confidential Information is a material breach of the Agreement that may result in irreparable harm to the Party whose Confidential Information has been improperly disclosed. In those cases, payment of money damages is inadequate and difficult to ascertain. The Parties agree, therefore, that the injured Party may, at its sole option, seek immediate injunctive relief in any court of competent jurisdiction enjoining any further such breach, and the Parties consent to the entry of judgment for injunctive relief.
7.3. Compelled Disclosure. Notwithstanding anything herein to the contrary, each Party may disclose Confidential Information to the limited extent required (a) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order will (i) first have given written notice to the other party to afford the other Party time to seek a protective order or other appropriate remedy, (ii) assists the other Party in seeking a protective order or other appropriate remedy, and (iii) to the extent the other Party cannot obtain a protective order or other appropriate remedy, only discloses the portion of Confidential Information that, in the opinion of counsel, is required to comply with the order; or (b) to establish a Party’s rights under the Agreement, including to make required court filings, provided in either case, the Party making the disclosure uses commercially reasonable efforts to ensure the confidential treatment of any information so disclosed.
8. Privacy and Data Processing.
9. Representations and Warranties
9.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; (b) it has the full right, power, and authority to enter into the Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (c) the execution of the Agreement by its representative has been duly authorized by all necessary corporate action of the Party; and (d) when executed and delivered by such Party, the Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance therewith.
9.2. By Customer. Customer represents and warrants that it owns all right, title and interest, including all Intellectual Property Rights, in and to the Customer Data, and has acquired all necessary consents to provide the Customer Data to VetMedux and to permit VetMedux to use the Customer Data in accordance the Agreement.
9.3. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 9 OF THESE TERMS, THE SUBSCRIPTION (INCLUDING ALL VET MEDUX CONTENT) IS PROVIDED ON AN “AS IS” BASIS, AND VET MEDUX MAKES NO WARRANTIES, AND HEREBY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, ARISING FROM OR RELATED TO THE AGREEMENT, THE SUBSCRIPTION, THE VET MEDUX SOFTWARE, AND THE VET MEDUX CONTENT. WITHOUT LIMITATION, VET MEDUX DISCLAIMS (a) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (b) ANY WARRANTIES THAT THE SUBSCRIPTION WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE; (c) ANY WARRANTIES AS TO THE RESULTS TO BE ACHIEVED THROUGH THE USE OF THE SUBSCRIPTION AND (d) ANY OTHER WARRANTIES RELATING TO THE SUBSCRIPTION, VET MEDUX SOFTWARE, AND VET MEDUX CONTENT THAT MAY ARISE FROM TRADE, USAGE, PERFORMANCE OR CUSTOM.
10.1. By VetMedux. VetMedux will defend Customer, its affiliates, and their respective officers, directors, employees, contractors, and agents (“Customer Indemnified Parties”) against any claim, suit or proceeding (each, a “Claim”) and indemnify and hold harmless Customer Indemnified Parties against all third party losses, damages, liabilities, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) (“Losses”) arising out of or resulting from a Claim, but only to the extent the Claim arises out of or relates to an allegation that the Subscription, VetMedux Content or Customer’s use thereof solely in compliance with the Agreement, infringes a U.S. Intellectual Property Right. Notwithstanding the foregoing, VetMedux shall have no obligation to indemnify under this Section 10.1 to the extent the basis of any Claim is (a) Customer’s unauthorized use of the Subscription or VetMedux Content; (b) Customer’s modification of the Subscription or VetMedux Content; (c) combination of the Subscription or VetMedux Content with any hardware, software, data or other materials not provided by VetMedux; or (d) Customer Data.
10.2. By Customer. Customer will defend VetMedux, its affiliates, and their respective officers, directors, employees, contractors, and agents (“VetMedux Indemnified Parties”) against any Claim and indemnify and hold harmless VetMedux Indemnified Parties against all Losses arising out of or resulting from any Claims, but only to the extent the Claim arising out of or relates to (a) Customer’s (including Authorized Users’) use of the Subscription and VetMedux Content; (b) Customer Data; (c) Customer’s breach of the Agreement; or (d) Customer’s gross negligence, willful misconduct, fraud or violations of laws.
10.3. Indemnification Procedure. The indemnified Party will promptly notify the indemnifying Party in writing of any Claim and cooperate with the indemnifying Party (at the indemnifying Party’s sole cost and expense). The indemnifying Party will immediately take control of the defense and investigation of such Claim and will employ counsel approved by the indemnified Party (such approval not to be unreasonably denied) to handle and defend the same, at the indemnifying Party’s sole cost and expense. The indemnified Party’s failure to perform any obligations under this Section 10.3 will not relieve the indemnifying Party of its obligations under this Section 10, except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced because of such failure. The indemnified Party may participate in and observe the proceedings at its own cost and expense. The indemnified Party must obtain the indemnified Party’s prior written consent to any settlement that does not include a full release of liability or includes obligations on the indemnified Party (other than the payment of sums that are subject to the indemnifying Party’s indemnification obligations hereunder).
11. Limitation on Liability
11.1. Disclaimer. VET MEDUX WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER VET MEDUX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, VET MEDUX WILL NOT BE LIABLE TO CUSTOMER FOR CLAIMS OR DAMAGES ARISING FROM OR RELATING TO (a) THE CORRUPTION, UNAUTHORIZED DISCLOSURE OR ERASURE OF DATA TRANSMITTED OR RECEIVED OR STORED ON ITS SYSTEMS OR NETWORKS; (b) THE LOSS OF DATA OR INABILITY TO ACCESS THE SUBSCRIPTION DUE TO CIRCUMSTANCES NOT IN THE DIRECT CONTROL OF VET MEDUX, INCLUDING, SUPPLIER PROBLEMS, TELECOMMUNICATIONS FAILURES OR INTERNET SERVICE PROVIDER LIMITATIONS; OR (c) ERRORS, DEFECTS OR NON-CONFORMITIES IN THE SUBSCRIPTION CAUSED BY NETWORKS, COMPUTERS, SOFTWARE, TELECOMMUNICATIONS EQUIPMENT OR OTHER DEVICES OUTSIDE OF VET MEDUX’S CONTROL.
11.2. Liability Cap. VET MEDUX’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY VET MEDUX BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENTS GIVING RISE TO SUCH CLAIMS.
12. Export Control
12.1. The Subscription utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the Subscription or the software or technology included in the Subscription to, or make the Subscription or the software or technology included in the Subscription accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Subscription or the software or technology included in the Subscription available outside the US.
13. US Government Rights
13.1. Each software component that constitutes or is included in the Subscription and the Documentation is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Subscription and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.
14.1. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in the Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party will have authority to contract for or bind the other Party in any manner whatsoever.
14.2. Entire Agreement. The Agreement constitutes the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
14.3. Assignment. Customer acknowledges and agrees that the Agreement is personal to Customer and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. VetMedux expressly reserves the right to assign the Agreement and to subcontract or delegate any of its obligations hereunder.
14.4. Notices. Any notices to VetMedux must be sent to its corporate headquarters address available at www.plumbs.com and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by VetMedux. Notwithstanding the foregoing, Customer hereby consents to receiving electronic communications from VetMedux. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Subscription. Customer agrees that any notices, agreements, disclosures, or other communications that VetMedux sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.
14.5. Severability. The invalidity, illegality or unenforceability of any provision herein does not affect any other provision herein or the validity, legality or enforceability of such provision in any other jurisdiction.
14.6. Construction. The Agreement shall not be construed against either Party as the drafter of any provision found to be ambiguous.
14.7. Amendments. Except as set forth in Section 2.3 of these Terms, no amendment to or modification of the Agreement is effective unless it is in writing and signed by each Party.
14.8. No Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
14.9. Force Majeure. VetMedux will not be deemed to be in default under the Agreement for any delays or failures in its performance of its obligations hereunder to the extent such failures or delays result from acts beyond VetMedux’s reasonable control, including fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, strikes, walkouts, riots, civil disorders, rebellions, quarantines, pandemics, epidemics, strikes or shortages of utilities or materials, embargoes or other similar governmental action.
14.10. Other Defined Terms. As used herein, the term “including” means “including without limitation” And “or” means “and/or”.
14.11. Counterparts. The Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
14.12. Governing Law; Jurisdiction. The Agreement is governed by and construed in accordance with the internal laws of the State of Oklahoma without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Oklahoma. Any legal suit, action, or proceeding arising out of or related to the Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Oklahoma in each case located in the city of Tulsa and County of Tulsa, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.