Last Updated: February _, 2022
THESE TERMS AND CONDITIONS, AS UPDATED FROM TIME TO TIME (THE “AGREEMENT”), CONSTITUTE A CONTRACT BETWEEN YOU AND GUARDIANVETS, INC. (“GUARDIANVETS”), ESTABLISH THE TERMS UNDER WHICH YOU WILL RECEIVE VETERINARY CONSULTATION SERVICES FROM A DOCTOR OF VETERINARY MEDICINE (“DVM”) OR A MEMBER OF A VETERINARY PRACTICE GROUP, AND PROVIDE IMPORTANT INFORMATION THAT MAY AFFECT YOUR LEGAL RIGHTS (EACH, OR COLLECTIVELY, “SERVICE PROVIDER"). AS USED IN THIS AGREEMENT, "GUARDIANVETS," "WE," "US," AND "OUR" SHALL MEAN GUARDIANVETS, AND ITS SUBSIDIARIES AND AFFILIATES. “YOU”, “YOUR” AND “END USER” REFERS TO ANY PERSON ACCESSING THE APP AS A PET OWNER.
PLEASE NOTE THAT THIS AGREEMENT APPLIES TO VETERINARY VIRTUAL CONSULTATIONS SERVICES (“SERVICES”) THAT MAY BE PROVIDED BY SERVICE PROVIDERS THROUGH OR IN CONNECTION WITH THE GUARDIANVETS CONNECT MOBILE OR DESKTOP APPLICATION (THE “APP). THIS AGREEMENT FURTHER APPLIES TO ANY COMMUNICATIONS INCLUDING SMS TEXT MESSAGES, IMAGES OR VIDEOS THAT YOU MAY SEND A SERVICE PROVIDER IN CONNECTION WITH THE SERVICES. TO FOR PURPOSES OF THIS AGREEMENT, THE APP IS A VETERINARY MEDICAL CONSULTING TOOL OFFERED BY GUARDIANVETS TO BE USED FOR THE SOLE PURPOSE OF FACILITATING COMMUNICATIONS AND VIRTUAL CONSULTATIONS BETWEEN PET OWNERS, DVMS, MEMBERS OF A VETERINARY PRACTICE GROUP, AND A RELATED VETERINARY CLINIC.
IF YOU BELIEVE YOUR PET IS EXPERIENCING A MEDICAL EMERGENCY, SEEK APPROPRIATE EMERGENCY VETERINARY MEDICAL CARE IMMEDIATELY.
ACCEPTANCE OF TERMS.
NO PROFESSIONAL RELATIONSHIP BETWEEN YOU AND GUARDIANVETS
Any consultations provided through the App or from GuardianVets is not intended to create and does not constitute any professional relationship (including a veterinarian-client-patient relationship) between us (or any of its officers, directors, trustees, employees, consultants, independent contractors, bloggers, experts, agents, volunteers, affiliates, or agents) and you.
Services Intended for United States Audience
The Services are intended for residents of the United States only. If you access the Services outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. You may not use or export any portion of the Content in violation of the United States export laws and regulations. GuardianVets’ services referred to or described in the Content may not be available in all states.
ACCESS AND USE TERMS.
(a) General Access and Use Rights. Subject to the terms and conditions of this Agreement, GuardianVets hereby grants to you, a non-transferable, non-sublicensable, non-exclusive, limited right to access and use the App.
(b) Your Submissions of Content. You represent and warrant to us that you have the right to provide the Content that you submit in connection with the Services.
By opting to utilize the Services, you also consent to receive electronic communications from GuardianVets (e.g., via text, email or through the App) and from your Service Providers if you have sought advice from such provider. These communications may include may be in relation to services you are seeking from your Service Providers. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via text or email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by contacting us at firstname.lastname@example.org.
STANDARDS OF CONDUCT AND APPLICABLE LAW
(a) Conduct. You may not post any Content or other content that is, or which GuardianVets considers in its sole discretion to be, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or otherwise objectionable; introduce viruses, worms, Trojan horses and/or harmful code to the App or on the Internet; display material that exploits children under 18 years of age; post any Content or otherwise infringe in any way or violate any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property rights of any third party; post or disclose any personally identifying information or private information about children or any third parties without their consent (or their parent’s consent in case of a child under 18 years of age); post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation on our bulletin boards, including without limitation solicitations of credit card numbers, solicitations for sponsors or promotion of raffles or contests; intentionally or unintentionally violate any applicable law; or collect, save or otherwise download content from the App using automated means such as bots, robots or scrapers. GuardianVets reserves the right to remove any Submissions from the App at any time in our sole discretion.
(b) Applicable Law. Your use of the Services is subject to all applicable, local, state, national laws and regulations. You may only use the Services for lawful purposes. You shall not use or allow others to use the Services in any manner that attempts to, or is likely to, violate any applicable laws or regulations or violate or infringe any intellectual property rights, rules of publicity or privacy.
INTELLECTUAL PROPERTY RIGHTS; RESTRICTIONS
(a) Except as expressly set forth in this Agreement or other written agreement between you and GuardianVets, no license or other right in or to the App or content is granted to you, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved.
(b) If you provide any feedback, improvements or other suggestions (collectively, “Suggestions”) to GuardianVets for improvements to the Services, you hereby grant to GuardianVets a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license under such Suggestions to exploit and distribute the Suggestions in connection with the Services.
(a) Mutual Warranties; Disclaimer. Each of you and us represents and warrants to the other party that such party has the legal power to enter into this Agreement. GuardianVets does not warrant or represent that the Services will be error-free, uninterrupted, or secure.
(b) Disclaimers. (i) You acknowledge that the Services you may seek or obtain hereunder shall be provided by Service Providers of your choice. GuardianVets makes no representation as to the identity or licensing status of any of the Service Providers.(ii) You further acknowledge that, as between you and GuardianVets, the Services are provided “AS IS” and is based in part on Content provided by you, which are not verified by GuardianVets, and that any content acquired through the use of the Services is at your sole risk and discretion. GuardianVets and its suppliers are not liable or responsible for any results (or failure of results) generated through the use of the Services. EXCEPT AS SET FORTH IN THIS LIMITED WARRANTY, WE PROVIDE NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON–INFRINGEMENT.
(c) Exclusion for Specific Jurisdictions. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
LIMITATION OF LIABILITY
(a) Limitation. GuardianVets’ aggregate liability for all claims arising from this Agreement, cumulatively between you and GuardianVets, shall not exceed ten United States dollars ($10). Further, GuardianVets shall not be liable for any property damage caused by the use of the Services, reports produced through the use of the Services or by any errors, delays or failures of the Services.
(b) Disclaimer. IN NO EVENT SHALL GUARDIANVETS, ITS LICENSORS, SUPPLIERS OR AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF GUARDIANVETS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
(c) No Liability to any Third Party. TO THE MAXIMUM PERMITTED EXTENT, GUARDIANVETS DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED TO THE USE OF THE SERVICES BY ANYONE OTHER THAN YOU.
(a) By You. You shall indemnify and hold GuardianVets, its directors, officers, employees, suppliers, agents, successors, and assigns harmless from and against all liabilities, losses, costs, expenses (including reasonable attorneys’ fees) and damages awarded to a third party to the extent caused by (i) your Content hereunder, (ii) your use of the Services ; (iii) your use of any Content or Submissions that you acquire via the Services and/or (iv) your gross negligence or willful misconduct.
(b) By GuardianVets. GuardianVets shall indemnify and hold you harmless from and against all liabilities, losses, costs, expenses (including reasonable attorneys’ fees) and damages awarded to a third party to the extent caused by a claim alleging that the App (excluding all Submissions) directly infringes a copyright, a U.S. patent issued prior to the commencement of the term of this Agreement or a trademark of any party.
(c) Procedure. A party’s obligations to indemnify the other party with respect to any third party claim, action or proceeding shall be conditioned upon the indemnified party: (i) providing the indemnifying party with prompt written notice of such claim, action or proceeding, (ii) permitting the indemnifying party to assume and solely control the defense of such claim, action or proceeding and all related settlement negotiations, with counsel chosen by the indemnifying party, and (iii) cooperating at the indemnifying party’s request and expense with the defense or settlement of such claim, action or proceeding which cooperation shall include providing reasonable assistance and information. No indemnified party shall enter into any settlement agreement for which it will seek indemnification under this Agreement from the indemnifying party without the prior written consent of the indemnifying party. Nothing herein shall restrict the right of a party to participate in a claim, action or proceeding through its own counsel and at its own expense.
No amounts paid hereunder or in any event shall be refundable under any circumstances unless previous written permission is provided. Please see [INSERT PET OWNER PAYMENT POLICY LINK] for further details.
NOTICE AND TAKEDOWN PROCEDURES; COPYRIGHT AGENT
If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access thereto) from the Services by contacting GuardianVets’ copyright agent (identified below) and providing the following information: Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work; Identification of the material that you believe to be infringing and its location. Please describe the material and provide us with its URL or any other pertinent information that will allow us to locate the material. Your name, address, telephone number and (if available) e-mail address.A statement that You have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law.A statement that the information that you have supplied is accurate, and indicating that under penalty of perjury, you are the copyright owner or are authorized to act on the copyright owner’s behalf. A signature or the electronic equivalent from the copyright holder or authorized representative.GuardianVets’ agent for copyright issues relating to this App is email@example.com
. In an effort to protect the rights of copyright owners, GuardianVets maintains a policy for the termination, in appropriate circumstances, of users of this App who are repeat infringers.
GOVERNING LAW; JURISDICTION.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and applicable United States federal law, without reference to "conflicts of laws" provisions or principles. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to this Agreement or your access to the App or use of related services shall lie exclusively in, or be transferred to the courts of Cook County and/or the District of Illinois, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of adjudicating any such claim or action. Notwithstanding the foregoing, GuardianVets shall be entitled to seek injunctive relief, security or other equitable remedies from any court of competent jurisdiction.
COMPLETE AGREEMENT AND SEVERABILITY.
LINKS TO THIRD-PARTY WEB SITES
The Services may contain links to non-GuardianVets websites. These links are provided to you as a convenience, and GuardianVets is not responsible for the content of any linked web site. Any non-GuardianVets web site accessed from the Services is independent from GuardianVets, and GuardianVets has no control over the content of that website. In addition, a link to any non-GuardianVets website does not imply that GuardianVets endorses or accepts any responsibility for the content or use of such website.
The Services may display, include, or make available third-party content (“Third-Party Information”). You acknowledge and agree that GuardianVets is not responsible for Third-Party Information, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. GuardianVets does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Information. Third-Party Information is used by retailers solely as a convenience to you, to help you better understand and make order selections and decisions and you use them entirely at your own risk and subject to such third parties’ terms and conditions. You must comply with applicable third-party terms of agreement when using the Services.
VETERINARY INFORMED CONSENT REQUIREMENT.
As a condition to the use of the Services, you may be required to sign a consent document stating that, without limitation:—You authorize the applicable veterinary practice to use telemedicine in the care of your pet. —Your pet has been physically examined by a veterinarian at the applicable veterinary practice within the last 12 months.—You are physically present in the state that the applicable veterinary practice is located in.—You understand that veterinary telemedicine uses electronic communications to enable veterinarians to advise, diagnose, treat, follow-up, and educate, and may include patient medical records, medical images, live two-way audio and video, and output data from medical devices.—You understand that the benefits of veterinary telemedicine may include improved access to care and more efficient medical evaluation and management.—You understand that the risks of veterinary telemedicine include but are not limited to insufficient transmission of information, delays in medical evaluation and treatment due to deficiencies or failure of equipment, or in rare cases, a lack of access to complete medical records could result in adverse drug interactions, allergic reactions, or other judgement errors.—You understand that you have the right to withhold or withdraw your consent to the use of veterinary telemedicine.—You understand that a variety of alternate methods of veterinary care may be available to you.—You understand that no results can be guaranteed or assured.—Specific informed consent requirements may vary among veterinary practices.
The App shall be majority deployed via the Apple AppStore and Android Marketplace. Use of the App is subject to terms and conditions imposed by the host environment, Apple Inc., and/or Google LLC, respectively. You shall reasonably cooperate with GuardianVets’ efforts to comply with such terms. This Agreement is concluded between GuardianVets and End User only, and not with Apple. As between GuardianVets and Apple, GuardianVets is solely responsible for the App and the content thereof. You and GuardianVets acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with regard to the App. Apple, and Apple’s subsidiaries, are third party beneficiaries of the Agreement, and upon the End User’s acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against the End User as a third-party beneficiary thereof. GuardianVets, not Apple, is solely responsible for the App and the content thereof, and GuardianVets shall be responsible for addressing any claims of the End User or any third party relating to the App or End User’s possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation. In the event of any third party claim that the App or End User’s access and/or use of the App infringes that third party’s intellectual property rights, GuardianVets, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. End User represents and warrants that: (a) it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) it is not listed on any U.S. Government list of prohibited or restricted parties. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, End User may notify Apple, and Apple will refund the purchase price for the App to End User; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be GuardianVets’ sole responsibility.
In no event shall any reference to any third party or third-party product or service be construed as an approval or endorsement by GuardianVets of that third party or of any product or service provided by a third party. You may not assign or transfer this Agreement in whole or in part to any third party. This Agreement shall bind and inure to the benefit of the parties to this Agreement and their respective successors, permitted transferees, and permitted assigns. GuardianVets and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party.
Our Monitoring and Enforcement
We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Services.
Investigate violations of this Policy or misuse of the Services;
2. Remove, disable access to, or modify any content or resource that violates this Policy or any other agreement we have with you for use of the Services;
3. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
Reporting of Violations of this Policy
If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation.
FOR ADDITIONAL INFORMATION.
If you have any questions, comments or claims regarding this Agreement or the App, please contact us at [insert mailing address], [insert phone number] or by email at firstname.lastname@example.org
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