- Shepherd Veterinary Software, LLC, an Arizona LLC, having its registered office located at 1745 Rustic Timbers Ln Suite E, Prescott, AZ 86303, , (hereinafter referred to as the "Company", “we”, “us”, or “our”),
- each veterinary practice, individual, entity, user or visitor (collectively “you” or “your”) (i) accessing Company’s website located at https://www.shepherd.vet (hereinafter referred to as the “Website”), and/or (ii) using the Services (as defined under Section 2.1 of these Terms).
You and Company shall also hereinafter be referred to together as the “Parties” and individually as a “Party”.
Please read these Terms carefully before using the Website and Services (definedbelow). Your access to the Website and your use of the Services (defined below) are conditioned upon your acceptance of and compliance with these Terms.
1. ACCEPTANCE AND MODIFICATION OF TERMS
By accessing the Website and by using the Services (defined below) you agree to be bound by these Terms and accept to comply with all applicable laws and regulations. Should you disagree to be bound by these Terms, in whole or in part, you shall (i) not be permitted/authorized to use the Services (defined below), and (ii) refrain from accessing/using the Website and Services (defined below).
Your continued use of the Website and Services shall be deemed to constitute your acceptance of these Terms.
Company reserves the right, at any time and in its sole discretion, to modify or replace these Terms. You shall be solely responsible for checking these Terms periodically so as to stay abreast of any changes to the Terms. Your continued access to the Website and use of the Services (defined below) following the posting of any changes to these Terms shall be subject to the newly modified Terms.
2. THE SERVICES
- 2.1Company provides you, through the Website, with (i) a cloud-based veterinary practice management software to facilitate the operation and administration of your business; and (ii) access to educational and software-related content (collectively the “Service(s)”).
- 2.2You acknowledge and agree that any and all subscription payments, you make to obtain access to the Services on the Website, are for your personal use only. As such you shall not be permitted or authorized to share such Services, for which payment has been received by Company from you, with any unauthorized third party. Should Company reasonably suspect you, in its sole discretion, of partaking in any irregular activity/abuse to access the Services, we may block your use of the Services and terminate your access to the Website in accordance with Section 15 (Suspension, Termination and Cancellation of Subscription Plan) of these Terms.
- 2.3You acknowledge that Company may, in its sole discretion at any time without notice and for any or no reason, add, change, suspend, remove or discontinue any or all part(s) of the Services and/or Website.
- 2.4You acknowledge and understand that the information provided on the Website is for information purposes only, and as such is not intended for distribution or use by any third party in any jurisdiction where such distribution or use (i) will be contrary to applicable laws or regulations, or (ii) may subject Company to any registration requirement. Accordingly, in the event you access the Website and Services from other locations, you understand and agree that you shall do so at your own risk and are solely responsible for compliance with local laws and regulations, if and to the extent such local laws and/or regulations are applicable.
- 2.5By accessing and using the Website, you represent and warrant to Company that : (i) you have the legal capacity to agree and comply with these Terms; (ii) you are not under the age of eighteen (18) years of age; (iii) you will not access the Website through any automated or non-human means, including without limitation, through a bot, script or otherwise; (iv) you will not use the Website for any illegal or unauthorized purpose(s); and (v) your use of the Website will not violate any applicable law or regulation.
- 2.6In order to use the Services for the purposes of accessing Company’s veterinary practice management software, you shall be required to execute a separate payment agreement with Company. As such, you agree to execute any and all agreements necessary to give effect to your use of the Services.
- 2.7Age Restriction. The Services are not intended to persons younger than eighteen (18) years of age. By accessing and using the Website, and by agreeing to these Terms, you warrant and represent that you are at least eighteen (18) years of age.
- 2.8Website Management. You acknowledge and agree that Company shall have the right, in our sole discretion, to:
- (i)monitor the Website for any violations of these Terms;
- (ii)take appropriate legal action against any user who violates these Terms or applicable law, including without limitation, reporting such user to the relevant law enforcement authorities;
- (iii)refuse, limit the availability of, or disable (to the extent technologically feasible) your access to the Website and Services or any portion thereof;
- (iv)remove or disable all User Content (defined below) that are excessive in size or burdensome to our systems; and
- (v)manage and monitor the Website in a manner designed to protect Company’s interests, rights and property, and to facilitate and ensure the proper functioning of the Website.
- 2.9You acknowledge, that Company shall not be liable for:
- (i)the actions and/or decisions you make pertaining to the management of your business and veterinary practice;
- (ii)determining the suitability of the Services;
- (iii)any and all decisions, actions or inactions you may choose to take whilst accessing and using the Website and Services; and
- (iv)any result or non-result or any consequences which may occur due to your access to and use of the Services.
3. REGISTRATION, PASSWORD AND SECURITY
- 3.1In order to use the Services, you must first register with Company through our online registration process, by providing all required information which shall include but not be limited to your first name, last name, email, address, email address and payment information. An account shall thereafter be opened by Company, in its sole discretion, for you on the Website (“User Account”).
- 3.2Each User Account is personal, non-transferable and may only be registered and used by one (1) single individual. You may not access any third party’s account or authorize any third party to access your User Account and use the Services on your behalf. You acknowledge and agree that Company may, in its sole discretion, deny you access to its Website and/or Services for any reason or no reason without any obligation for Company to disclose or explain the reason to you.
- 3.3You agree to
- (i)provide true, accurate, current and complete information about yourself as prompted by Company’s registration process on the Website, and
- (ii)maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete at all times.
- 3.4If you provide any information to Company that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, we may close your User Account on the Website and deny you the ability to access and use the Services. You agree to hold Company harmless and bear full responsibility for all damages accrued by Company in the event of any violation of the obligations provided under this Section 3.4.
- 3.5You may indicate, during the registration process, to Company your User Account’s username (which shall be your registered email address) and your choice of password to be used as login credentials to access your User Account (“Login Credentials”). You shall be solely responsible for (i) maintaining the confidentiality of your Login Credentials; and (ii) any and all activities which occur under your User Account. You agree to notify Company immediately of any unauthorized use of your User Account or any other breach of security. Company shall not be liable for any loss that you may incur as a result of any third-party using your Login Credentials and/or accessing/using your User Account either with or without your knowledge. However, you may be held liable for losses incurred by Company due to any third-party using your Login Credentials and/or User Account. You acknowledge and agree that you may not (a) use the User Account of another user registered on the Website, and further acknowledge that User Accounts are for use by one individual user only, and (b) impersonate any individual or entity, or falsely state or otherwise misrepresent any affiliation with an individual or entity when accessing the Website and when using the Services.
4. USER CONTENT
- 4.1Company allows you to make available certain information contained in your User Account including but not limited to pet names, ages and breeds, information relating to the pet owners, medical records, other information, content, and invoices (“User Content”) on the Website. You shall be responsible for the User Content that you post to the Website, including for its legality, accurateness, reliability, and appropriateness. By posting User Content on the Website, you grant Company the non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable right/license to fully exploit, use, modify, perform, display, reproduce, and distribute such User Content on and through the Website. You shall retain any and all of your rights to any User Content you submit, post or display on or through the Website and you shall be solely responsible for protecting those rights.
- 4.2You represent and warrant that:
- (i)the User Content belongs to you (i.e., you own it) or that you have the right to use it (e.g., as licensee) and grant Company the rights and (sub-)license as granted by you under Section 4.1 of these Terms, and
- (ii)the posting of User Content on or through the Website does not violate (a) Company’s Intellectual Property Rights (defined below) or any third party’s intellectual property rights, (b) privacy rights, publicity rights, copyrights, contract rights or any other rights of Company or of any third party.
- 4.3Company reserves the right to block or remove User Content that Company determines to be: (i) abusive, defamatory, or obscene; (ii) fraudulent, deceptive, or misleading; (iii) in violation of Company’s Intellectual Property Rights (defined below) or of any third party’s intellectual property rights or; (iv) offensive or otherwise unacceptable to Company in its sole and exclusive discretion. Company acknowledges that, by providing you with the ability to view and distribute user-generated content on the Website, Company is merely acting as a passive conduit for such distribution and is not assuming any obligation or liability relating to any contents or activities or transactions on the Website.
- 4.4You acknowledge and understand that your reliance on any information, content and material posted by other users on the Website will be at your sole risk. You further acknowledge that Company does not screen any communications between users in advance and as such Company is not responsible for screening or monitoring any information, content and/or material posted by users on the Website.
- 4.5By sending Company any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain any confidential or proprietary information belonging to any third party(ies), (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have feedback which is similar to your Feedback, already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Company and its vendors and users any claims and assertions of any moral rights contained in such Feedback.
- 4.6You acknowledge that Company practices a zero-tolerance approach for any (i) User Content which is deemed by Company, in its sole discretion, to be objectionable, or (ii) users determined to be abusive, when accessing the Website and/or using the Services.
5. SUBSCRIPTION PLAN, FEES, PAYMENT METHOD AND TAXES
- 5.1Subscription Plan. Company currently offers you with a selection of paid subscription plans on the Website that enables you to use the Services (“Subscription Plan”). You acknowledge that you must register and subscribe to/sign-up to a Subscription Plan in order to access and use the Services. Each Subscription Plan shall (i) include restrictions and requirements that outline the features of the Subscription Plan, and (ii) reference the applicable fee (“Subscription Plan Fee(s)”). The features of each Subscription Plan shall be further detailed on Company’s Website.
- 5.2Your use of the Services shall be billed on a recurring and periodic basis (“Billing Cycle”). Billing Cycles may be set on a monthly basis.
- 5.3At the end of each Billing Cycle, your Subscription Plan will automatically renew, even if you do not use the Services, under the exact same conditions unless (i) you cancel the Subscription Plan from your User Account’s settings, or (ii) Company cancels the Subscription Plan, in accordance with these Terms.
- 5.4A valid payment method, including credit or debit card is required to process the payment for your selected paid Subscription Plan. When you subscribe to a paid Subscription Plan, you shall provide Company with your full name and credit or debit card details. By submitting such payment information, you automatically authorize Company and our third-party payment processors to charge all Subscription Plan Fees to your credit card or debit card on a recurring basis, until cancellation of the Subscription Plan or until termination/suspension of these Terms as further provided herein under Section 15 (Suspension, Termination and Cancellation of Subscription Plan), for (i) the applicable Subscription Plan Fee, (ii) any other charges as agreed between the Parties, and (iii) any and all applicable taxes.
- 5.5You shall be responsible for providing us with true, current, complete and accurate billing and contact information and for notifying us of any changes to such information.
- 5.6You warrant that you are authorized to use your chosen credit card or debit card as a payment method.
- 5.7You acknowledge and agree that the fees for your selected paid Subscription Plan shall be (i) quoted and payable in U.S. Dollars (USD); (ii) payable on time; and (ii) strictly non-refundable.
- 5.8If Company does not receive payment from your verified payment method on the due date, you shall immediately pay all amounts due to Company upon request. Should Company be unable to collect all such outstanding amounts, Company may in its sole discretion close and cancel your User Account and access to the Services without any notice to you.
- 5.9Company may in its sole discretion and at any time, modify the Subscription Plan Fees. However, any modifications to the Subscription Plan Fee (i) will not affect the fee you agreed to pay, on the commencement date of your selected paid Subscription Plan, to Company for the Services, and therefore (ii) shall remain unchanged for the duration of your Subscription Plan.
- 5.10You agree to notify Company of any billing queries and errors within thirty (30) days after receipt of any invoice (submitted/sent by Company to you hereunder). Should you not notify Company of any billing queries and/or errors, such absence of notification on your part shall be deemed to constitute your waiver of your right to dispute such queries and errors at a later date.
- 5.11Company does not guarantee that the Subscription Plans and Services offered on the Website will be offered indefinitely and reserves the right to change the Subscription Plan Fees and Services, and to alter the features and options associated with any particular Subscription Plan or Services.
- 5.12Taxes. Unless stated otherwise on the Website or under these Terms, all fees due for your use of and access to the Website and Services, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). You shall be responsible for the payment of any and all Taxes (except for those based on Company's income) associated with the subscribed Services on the Website. You hereby indemnify and hold Company harmless from the payment of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If Company is under a legal obligation to pay or collect Taxes for which you are responsible under this Section 6.12, the applicable amount shall be invoiced to and paid by you unless you provide Company with a valid tax exemption certificate from the applicable taxing authority.
6. ACCEPTABLE USE OF THE WEBSITE
- 6.1You may not use the Website to transmit, distribute, store or destroy any material or information (i) in violation of any applicable law or regulation, (ii) in a manner that infringes upon Company’s Intellectual Property Rights (as defined below) or upon any third-party’s intellectual property rights, (iii) in a manner that violates the privacy or other personal rights of third parties, (iv) that is defamatory, damaging, disruptive, obscene, threatening, abusive or hateful, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that (a) is deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable; and (b) incites, encourages or threatens immediate physical harm against another including, but not limited to content (1) promoting racism, bigotry, sexism, religious intolerance or harm against any group or individual, or (2) soliciting personal information from anyone under the age of eighteen (18) or exploits anyone in a sexual or violent manner.
- 6.2When accessing the Website, you shall be prohibited from:
- (i)using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Website;
- (ii)taking any action that imposes an unreasonable or disproportionately large data load on the Website’s infrastructure;
- (iii)copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Website without Company prior written consent;
- (iv)accessing, tampering with, or use non-public areas of the Website of Company’s computer systems and/or of its third-party providers’ technical delivery systems;
- (v)probing, scanning, or testing the vulnerability of any of Company’s system or network or breach or circumvent any of Company’s security or authentication measures;
- (vi)accessing, searching or attempting to access or search the Website (by any means other than through Company’s currently available, published interfaces that are provided by Company, unless You has been specifically allowed to do so in a separate agreement with Company;
- (vii)reverse-assembling, reverse-engineering, decompiling or otherwise attempting to discover any source code relating to the Website or any tool therein, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
- (viii)attempting to access any area of the Website to which access is not authorized;
- (ix)using any robot, spider, other automatic device or manual process to monitor or copy any part of the Website;
- (x)conducting any systematic or automated data collection activities on or in relation to the Website, including but not limited to data scraping, mining, extraction, harvesting, framing and article spinning, without Company’s prior written consent;
- (xi)using manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website;
- (xii)disrupting or interfering with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Website;
- (xiii)uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
- (xiv)forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting;
- (xv)intentionally or unintentionally violating any local, state, federal, national or international law, in addition to any rules of any nation or other securities exchange, and any regulations having the force of law;
- (xvi)impersonating any other person or entity, sell your profile, provide false or misleading identification, payment or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity; and/or
- (xvii)collecting or storing of any personal data relating to any other user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
7. REPRESENTATIONS AND WARRANTIES
- 7.1You hereby represent and warrant that your access to the Website and your use of the Services will:
- (i)be in accordance with these Terms;
- (ii)comply with all applicable laws, regulations and rules (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, data protection, and the transmission of technical data);
- (iii)not be for any unlawful purposes;
- (iv)not entail, imply or give rise to the publication of any illegal content;
- (v)not further any illegal activities;
- (vi)not infringe upon or misappropriate any Company’s Intellectual Property Rights (defined below) or any third party’s intellectual property rights;
- (vii)will not involve uploading, posting, emailing, transmitting or otherwise offering any content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any third party; and
- (viii)not be used to create, distribute, facilitate or operate in conjunction with malware, spyware, adware, or other malicious programs or code.
8. DISCLAIMER OF WARRANTIES
- 8.1Unless otherwise provided under these Terms, the Services shall be provided by Company to you "as is," and “as available” with all faults, defects, bugs, and errors. You acknowledge and agree that your access to and use of the Website and Services shall be at your own risk.
- 8.2COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF THE SERVICES ON THE WEBSITE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION. SUCH EXCLUSIONS OF IMPLIED WARRANTIES APPLY WITHIN THE EXTENT PERMITTED BY LAW.
- 8.3COMPANY AND/OR ITS GROUP AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF (i) THE INFORMATION CONTAINED ON THE WEBSITE AND SERVICES, AND (ii) RELATED GRAPHICS PUBLISHED ON THE WEBSITE AND SERVICES FOR ANY PURPOSE. COMPANY AND/OR ITS GROUP AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED ON THE WEBSITE AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
- 8.4YOU ACKNOWLEDGE THAT THE INFORMATION AND RELATED GRAPHICS PUBLISHED ON THE WEBSITE AND/OR SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND CHANGES.
- 8.5NEITHER COMPANY NOR ITS GROUP AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE INFORMATION THAT MAY BE AVAILABLE ON THE WEBSITE AND SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE YOUR COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.
- 8.6COMPANY PROVIDES YOU WITH THE SERVICES ON THE WEBSITE IN GOOD FAITH AND AS SUCH MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) YOUR ACCESS TO OR USE OF THE WEBSITE AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) ANY DEFECTS ON THE WEBSITE AND/OR SERVICES WILL BE CORRECTED, OR (IV) THE WEBSITE AND SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
- 8.7THE INFORMATION FOUND ON THE WEBSITE AND WITHIN THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY. COMPANY WILL NOT BE HELD RESPONSIBLE FOR ANY DAMAGES THAT MAY BE INCURRED BY YOU AS A RESULT OF YOUR USE OF SUCH INFORMATION. ALL INFORMATION AND CONTENT ON THE WEBSITE AND SERVICES IS COPYRIGHTED, AND MAY NOT BE REPUBLISHED, COPIED, SOLD OR POSTED ANYWHERE ONLINE OR IN PRINT. COMPANY RESERVES THE RIGHT TO TAKE THE NECESSARY LEGAL ACTION TO PREVENT YOU FROM (RE)-PUBLISHING, COPYING, SELLING, POSTING OR PRINTING ANY COPYRIGHTED INFORMATION AND CONTENT AVAILABLE ON THE WEBSITE AND SERVICES.
- 8.8COMPANY DOES NOT WARRANT OR GUARANTEE THAT ANY SUCCESSFUL COMMERCIAL RESULTS OR PROFITS WILL BE OBTAINED BY YOU AS A RESULT OF USING THE WEBSITE AND SERVICES. AS SUCH, COMPANY WILL NOT BE LIABLE FOR ANY FAILURE, OR ANY LOSS OR DAMAGES INCURRED/SUSTAINED BY YOU AS A RESULT OF YOUR USE OR INABILITY TO USE THE WEBSITE AND SERVICES.
- 8.9COMPANY ALSO MAKES NO WARRANTY ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS, OR QUALITY OF THE WEBSITE OR ANY SERVICES, OR THAT ANY PARTICULAR SERVICE WILL CONTINUE TO BE MADE AVAILABLE ON THE WEBSITE.
- 8.10YOUR ACCESS TO OR DOWNLOAD OF THE MOBILE APP, INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITE, OR ANY THIRD PARTY WEBSITES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH INFORMATION, MATERIALS OR DATA
9. INTELLECTUAL PROPERTY RIGHTS
- 9.1All content, the Services, images, instructional materials, trademarks, third-party logos and names, data, software, or information contained in any materials, or documents used by Company in relation to the Website and Services, including, but not limited to, any and all copyrighted works, databases, text, tools, software, technology, algorithms, graphics, icons, designs, logos, hyperlinks, domain names, codes, and agreements (“Materials”), are the sole and exclusive property of or are licensed to Company and as such all updates and modifications to the Website and Services will vest in us or our licensors. You may not reproduce, distribute or copy the Materials by any means, whether electronically or not, without our prior written permission.
- 9.2Any and all intellectual property rights in the Materials, Website and Services, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials and Services, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“Company’s Intellectual Property Right(s)”), vests solely and exclusively in Company, its group affiliates (if any), licensors or vendors, as the case may be. All rights not expressly granted by Company to you are reserved by Company. Save as expressly set out herein, you shall not acquire any right, title or interest in Company’s Intellectual Property Rights.
- 10.1You agree to indemnify and hold harmless Company from and against any liability, demand, damages, cost, or expense arising from any third-party claim based on: (i) your violation of these Terms; (ii) your use or misuse of the Service(s); and/or (iii) your infringement of Company’s Intellectual Property Rights. Company shall indemnify and hold you harmless from and against any liability or expense arising from a third-party claim based on any Negligence of Company. “Negligence” shall mean gross negligence or intentional misconduct.
- 10.2In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i) promptly notify the indemnifying Party of the claim, (ii) provide the indemnifying Party with reasonable cooperation and assistance, at the indemnifying Party’s expense, to defend such claim; and (iii) allow the indemnifying Party the opportunity to assume the control of the defense and settlement of such claim. The indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The indemnifying Party must obtain the prior written approval from a duly authorized signatory of the indemnified Party prior to entering into any settlement affecting the indemnified Party’s rights.
11. LIMITATION OF LIABILITY
- 11.1COMPANY, ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, DATA, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE WEBSITE AND/OR FROM YOUR USE OF THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- 11.2WHILE COMPANY TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, COMPANY AND ITS AFFILIATES (IF ANY), LICENSORS, AND VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR ON THE WEBSITE AND/OR THROUGH YOUR USE OF THE SERVICES.
- 11.3YOU ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. COMPANY SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY OR COMPLIANCE WITH APPLICABLE LAWS OF THE SERVICES IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.
- 11.4NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, COMPANY, ITS AFFILIATES (IF ANY), ITS LICENSORS AND ITS VENDORS AS WELL AS THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, AND IF FOUND LIABLE, SUCH LIABILITY SHALL AT ALL TIMES NOT EXCEED THE SUBSCRIPTION PLAN FEES PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, MINUS ANY AMOUNTS PAID BY THE LIABLE PARTY DURING THAT SAME PERIOD FOR ANY PRIOR LIABILITY.
12. THIRD PARTY LINKS AND RESOURCES
The Website and/or Services may contain links and/or ads to third-party websites or resources. You acknowledge and agree that Company shall not be responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products or services on or available from such websites or resources. Links and ads to such websites or resources do not imply any endorsement by Company of such websites or resources or the content, products, or services available from such websites or resources.
Your communications, interactions or business transactions/dealings with any third party found on or through the Website and/or the Services, including any such third party’s terms, conditions, warranties or representations associated with such communications, interactions or business transactions/dealings, shall be solely between you and such third party. You acknowledge and agree that Company shall not be liable for any loss or damage incurred by you as the result of any communication, interaction, business transaction or other dealings you may have with any third party found through (i) the Website, and/or (ii) your use of the Services.
14. SUSPENSION, TERMINATION AND CANCELLATION OF SUBSCRIPTION PLAN
- 14.1Company may suspend or temporarily disable access to all or part of the Website, User Account, or Services if (i) Company suspects you of partaking in any illegal activity; (ii) Company reasonably believes that you have violated these Terms; (iii) you have failed to make payment of your Subscription Plan Fees on the due date, or (iv) applicable law enforcement or other government agencies have requested Company to suspend or temporarily disable your access to the Website and/or Services.
- 14.2If Company breaches any of its obligations under these Terms, you may terminate these Terms and close your User Account. Upon, your termination of these Terms and closing of your User Account, Company may (i) block your access to all of the Website, (ii) block your use of the Services, and (iii) disable your User Account, and (iv) delete all of your data in your User Account, including but not limited to your full name, email address and password.
- 14.3Cancellation of Subscription Plan. Except as otherwise specified under these Terms, you may cancel your chosen Subscription Plan at any time prior to the end of the relevant Subscription Plan term under the account settings tab in your User Account. If your Subscription Plan is cancelled prior to the end of the current Billing Cycle, you acknowledge and agree that the prorated Subscription Plan Fee for the remainder of the Billing Cycle, will not be refunded by Company to you. However, you will continue to have access to the Website and Services for the remainder of your cancelled Subscription Plan’s Billing Cycle
15. GOVERNING LAW AND JURISDICTION
In the event of any disagreement between the Parties with respect to the interpretation and implementation of any aspect of these Terms, the Parties agree to discuss in good faith to reach an amicable resolution prior to starting any litigation/legal proceedings against each other.
These Terms and any dispute arising out of or in connection with the Terms, its subject matter or its formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the State of New Jersey, USA. The Parties irrevocably submit to the exclusive jurisdiction of the American Arbitration Association in Ocean County, New Jersey, USA to settle any dispute which may arise out of or in connection with this Agreement.
The Parties agree that any arbitration shall be limited to the dispute between the Parties. To the full extent permitted by law, (i) no arbitration shall be joined with any other proceeding; (ii) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
16. GENERAL PROVISIONS
- 16.1Electronic Communications and Signatures. You acknowledge and understand that visiting the Website, sending Company emails, and the completion of online forms constitute electronic communications. As such, you consent to receive electronic communications, and agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE WEBSSITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
- 16.2Severability. In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law or be so held by any applicable court decision, such unenforceability or invalidity shall not render the remaining provisions of these Terms unenforceable or invalid, and, in such event, such remaining provisions shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decision(s).
- 16.3No Waiver. Save for Sections 4.5, 6.10 and 17.1, each Party agrees that any delay or omission on the part of the other Party to exercise any right, power or remedy under these Terms will not automatically operate as a waiver of such right, power or remedy or any other right, power or remedy and no waiver will be effective unless it is in writing and signed by the waiving Party. Further the waiver or the single or partial exercise of any right, power or remedy by either Party hereunder on one occasion will not be construed as a bar to a waiver of any successive or other right, power or remedy on any other occasion.
- 16.4No Assignment. Neither these Terms nor any rights under these Terms may be assigned or otherwise transferred by you, whether voluntarily or by operation of law, without the prior written consent of Company. Subject to the foregoing, these Terms will be binding upon and will insure to the benefit of the Parties and their respective successors and assigns. Any assignment in violation of the foregoing shall be null and void.
- 16.5Notices. Except as otherwise provided under these Terms, any notice required or permitted to be given will be effective only if it is in writing and sent by certified mail, registered mail, courier or to email@example.com.
- 16.6Entire Agreement. These Terms represent the entire agreement between the Parties relating to the subject matter hereof. These Terms fully and completely expresses the agreement of the Parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.
17. CONTACT INFORMATION
Should you have any questions concerning these Terms and/or any issues or concerns about the Website and/or Services you may contact Company at firstname.lastname@example.org.
Effective Date: May 30, 2023