Please read the following carefully.
If you are accessing our Site, App or Services on behalf of a body corporate (which includes a company or other organization with legal personality wherever or however incorporated), a partnership, a trust, a joint venture or an incorporated association or organization (the “Company”), by accessing our Site, App or Services you represent and warrant that you are authorized to accept these terms on behalf of the Company and bind such Company.
Modifications to Terms
We may change these Terms or any other policies or guidelines governing our Site, App and Services at any time in our sole discretion. Any changes will be effective upon the posting of the revisions on our Site. Your use of our Site, App and Services will be subject to the most current version of the Terms posted on our Site at the time of such use. Your continued use of our Site, App and Services after such changes are implemented constitutes your acknowledgment and acceptance of the changes. Please consult these Terms regularly. if you do not agree to any changes to these Terms, please immediately discontinue your use of our site, app, or services.
You must be at least eighteen (18) years old to use our Services and App. Your use of our Services and App is a representation to us that you are at least eighteen (18) years of age. You agree to cooperate with us and any reasonable measures we may use to verify your identity and authority in connection with your use of our Services and App.
We may at times require that you register and/or set up an account to use certain portions of our Services or App. In order to do so, you may be provided, or required to choose, a password, username, and/or other registration information, including, but not limited to, personal information (collectively, “Registration Suggestions”). You agree and represent that all Registration Suggestions provided by you is accurate and up-to-date. If any of your Registration Suggestions changes, you must update it by using the appropriate update mechanism on our Site or App, if available. If we believe that the Registration Suggestions that you provided is not correct, current, or complete, we reserve the right to refuse you access to our Site, Services or App. However, we have no obligation to verify the accuracy, currency completeness or usefulness of any Registration Suggestions that you have provided to us.
You may only register for an account if you are a Vet Alliance member. If you register or set up an account on the App, you will be solely responsible for maintaining the confidentiality of any username, password, and similar information. You may not authorize others to use your username, password, or similar information. You are solely responsible for all usage or activity on your account including, but not limited to, use of the account by any person who uses your Registration Suggestions, with or without authorization, or who has access to any computer on which your account resides or is accessible.
We have the right, in our sole discretion, to cancel your username and password without notice to you. right to cancel or suspend your Registration Credentials and to suspend, cancel or terminate your account, your use or your access to the Site, Services or App, as well as remove and delete any information or content related to the Site or any one of the Services (and terminate your use thereof), for any reason whatsoever and at any time in its sole discretion, without notice and without liability to you or any other person.
License Grant and Restrictions on Use
So long as you comply with these Terms, Vet Alliance hereby grants to you a limited, non-exclusive, non-transferable, revocable, non-sublicensable right to download and use the App on a compatible mobile device to access and use the Services. You may not use our Services or App for any other purpose without our express prior written consent.
The App is licensed, not sold, to you. Except as expressly provided for in these Terms, Vet Alliance reserves all rights, title and interest in and to the App and Services, including all intellectual property and other proprietary rights.
You may not and may not authorize any other party to: (i) cobrand our Services or App; (ii) frame our Site; or (iii) hyperlink to our Site, without the express prior written permission of an authorized representative of Vet Alliance. For purposes of these Terms, “cobranding” means to display any name, logo, trade-mark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute our Services and App or which may confuse a user as the nature of the relationship between us and any party. You agree to cease and desist causing any unauthorized co-branding and framing or hyperlinking upon notice from us and at all times you will cooperate with us following our discovery of any such illegal activity.
Vet Alliance may, at any time and without notice to you, suspend, disable, limit or terminate access or use of all or part of the App or the Services for any reason and without any liability to you whatsoever. While Vet Alliance takes great care to ensure the App and Services are accurate, errors and/or inaccuracies may occur. Vet Alliance may change or update information on the Site at any time without notice, and availability of the Services or the App. We make no representations that the App or Services are compatible with, or will function or operate with your device or equipment.
Additional Terms for Mobile Users
Your use of our App must be in accordance with all third party usage rules and policies that may exist from time to time (“Usage Policies”) applicable to you or your use of our App that may relate to any service provider, mobile device platform or the method you downloaded our App. You are solely responsible for determining the Usage Policies that apply to your use of the App.
Your use of the App requires usage of data services. You acknowledge and agree that you are solely responsible for any and all data fees that your wireless service carrier may charge and any other applicable fees in connection with your use of the App.
You must not use this App on any device that you know or have reason to believe has had its standard protections and limitations have been removed, including, but not limited to a device that has been “rooted” or “jailbroken”.
The following additional terms and conditions apply with respect to any App that Vet Alliance provides to you designed for use on an Apple iOS-powered mobile device (an "iOS App"):
You acknowledge that these terms are between you and Vet Alliance only, and not with Apple, Inc. ("Apple").
Your use of Vet Alliance's iOS App must comply with Apple's then-current App Store Terms of Service.
Vet Alliance, and not Apple, is solely responsible for our iOS App and the Services and content available thereon.
Your use of the iOS App is limited to Apple branded products that you own or control and as permitted by the Usage Policies set forth in the App Store Terms of Service.
You acknowledge that Apple has no obligation to provide maintenance and support services whatsoever with respect to our iOS App.
To the maximum extent permitted by applicable law, Apple will have no warranty obligations, whether express or implied by law whatsoever with respect to our iOS App. To the extent not effectively disclaimed, any warranties remain with Vet Alliance. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price for iOS App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to confirm to any warranty will be Vet Alliance’s sole responsibility.
You agree that Vet Alliance, and not Apple, is responsible for addressing any claims by you or any third party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these terms and any law applicable to us as provider of the iOS App.
You agree that Vet Alliance, and not Apple, shall be responsible, in the event of any third party claim that the iOS App or your possession and use of our iOS App infringes that third party’s intellectual property rights, and Vet Alliance, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such third party intellectual property infringement claim.
You represent and warrant that (i) you are 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You agree to comply with all applicable third party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
If you have any questions, complaints or claims regarding the iOS App, please contact Vet Alliance at firstname.lastname@example.org
The parties agree that Apple and Apple's subsidiaries are third party beneficiaries to these terms as they relate to your license of Vet Alliance's iOS App. Upon your acceptance of these terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms against you as they relate to your license of the iOS App as a third party beneficiary thereof.
By using our Services, you may have the opportunity to post your own content (such as text, images and other materials), comments or inquiries (collectively, “User Content”) on our Site, including but not limited to, our blog.
When you access certain features on our Site that allow you to post and communicate with other users, we urge you not to share any personal information, confidential information or any other information that you would not want to share with the general public. Any User Content you provide for display on the Site is considered non-confidential.
You agree to only post User Content to which you own all proprietary right, title and interest, or have a license or written consent from the owner to post such User Content on our Site. You grant Vet Alliance a worldwide, royalty-free, fully-paid, non-exclusive, transferable, sub-licensable license to use, reproduce, publicly perform, publicly display, publish, distribute, and create derivative works of any User Content. We acknowledge and agree that you will own all proprietary right, title and interest in your own User Content.
We may, but have no obligation to, review User Content before it is posted and we may refuse to post any User Content for any reason in our sole discretion. Additionally, we may, but we have no obligation to, monitor User Content already posted on the Site. We may, but have no obligation to, edit or remove any User Content that we, in our sole discretion, determine to violate any applicable law, these Terms, or the purpose of our Services, or that we determine to be offensive or inappropriate or for any other reason in our sole discretion.
The entire contents of our App and Site, including without limitation, all names, designs, graphics, images, illustrations, photographs, artwork, video, audio, software, code, data, text, displays, the App and Site’s “look and feel”, logos, slogans, trade-marks, trade names, service marks, domain names, and the design, selection, arrangement and presentation of the Site as a collective work and/or compilation is protected under Canadian copyright, trade-mark, competition and other laws of Canada and other nations, and is owned by us or has been licensed to us. Except as expressly provided in these Terms, nothing contained in this Site and provided by our Services or the App should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trade-mark, service mark, or any other intellectual property. User Content is owned by the person who posted the information on the Site or the third party licensor, as the case may be.
We may, from time to time, provide you with information, documents or resources, verbally, electronically or written (collectively, “Documentation”) owned by us or licensed to us which are protected under copyright, trade-mark, patent and other intellectual property rights. All content in the Documentation, including the collection, arrangement, and assembly of such content, is our exclusive property or licensed to us. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in anyway, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Documentation or content in the Documentation, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without our prior written consent. You must not permit, allow or do anything that would infringe or otherwise prejudice our proprietary rights or allow any third party to access the Documentation. The restrictions set out in these Terms do not apply to the limited extent the restrictions are prohibited by applicable law.
Third Party Content
Our Services and App may also contain information or materials (“Third Party Content”) that is owned or provided by persons other than Vet Alliance (“Third Party Providers”), such as our partner companies. We make no representations and warranties with respect to any such Third Party Content and do not undertake to conduct any independent investigation of Third Party Content. Inclusion of Third Party Content from Third Party Providers with our Services or App does not mean, unless expressly stated otherwise, that we endorse or agree with such Third Party Content.
You understand that you have no proprietary rights in the Third Party Content and that the Third Party Providers retain all proprietary right, title or interest, including copyright, in their respective Third Party Content.
You must use your best efforts to stop any such copying or distribution immediately after you become aware of such use. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in any way, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Third Party Content, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without the prior written consent of the Third Party Providers. You must use your best efforts to stop any such copying or distribution immediately after you become aware of such use.
We expect that you will access and use our Site, App and Services in a professional, responsible and business-like manner in accordance with applicable laws and treat all users of the Site, App and Services (the “Users”) lawfully and respectfully when posting User Content and interacting with Users through the Site. By using our Services or App, you have the opportunity to engage in dialogue with representatives of Vet Alliance if you send us emails, complete our surveys or contact us through our Site. We welcome your questions, suggestions, ideas and other information (collectively “Suggestions”) that you communicate to us so long as any such Suggestions, User Content, or interaction is not obscene, illegal, threatening, defamatory, libellous, harmful, abusive, harassing, tortuous, homophobic, sexist, vulgar, obscene, hateful or racially, ethically or otherwise objectionable, invasive of privacy, infringing of third party intellectual property or privacy rights, or is otherwise injurious to third parties.
You are not obligated to provide us with Suggestions regarding our Site, Services or App. However, if you do provide us with Suggestions, then we retain all rights to any Suggestions that you may provide to us and you agree to grant us a non-exclusive, worldwide, royalty-free, irrevocable license to use your Suggestions in any commercial manner.
You further agree that you must use our Site, App and Services for lawful purposes only and represent and warrant that you will not use our Site, App and Services to:
e-mail, provide us with or otherwise transmit any Suggestions or User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
e-mail, provide us with or otherwise transmit any Suggestions or User Content that infringes, misappropriates, or otherwise violates any third party’s copyright, patent, trade-mark, or other proprietary right of publicity or privacy, or encourages or enables any other party to do so;
remove any proprietary notices or labels, or any promotional or advertising material, from our Site, App and Services;
e-mail, transmit or send via the Internet any unsolicited or unauthorized advertising, branding, promotional materials, commercial solicitation, political campaigning, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
impersonate any person or entity or misrepresent your affiliation with any other person, company or entity, including without limitation, using a false email address or misleading us as to your identity when you are on our Site or otherwise communicating with us;
upload, e-mail, send via the Internet or otherwise transmit, any software viruses or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment or that imposes an unreasonable or disproportionately large load on the Site’s infrastructure or limits the functionality of any Vet Alliance or third party computer hardware, software, networks, or hardware or telecommunications equipment;
interfere or attempt to interfere with or disrupt our Services, App or Site including but not limited to our servers or networks connected to our Site, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any “denial of service” attacks, “spamming”, “crashing”, “flooding” or “mail-bombing” our Site or disobeying any requirements, procedures, policies or regulations of networks connected to our Site, App and Services;
direct bots, spiders, crawlers, avatars, intelligent agents or any other automated process at our computer systems or otherwise, create unreasonable load upon any of our computer hardware, network, storage, input/output or electronic control devices;
intentionally or unintentionally violate any applicable local, provincial, national or international law, rule or regulation applicable in connection with our Site, App and Services or any User Content;
modify, adapt, assign, copy, sublicense, translate, rent, sell, reverse engineer, decompile or disassemble any of our Services or App (except as may be expressly permitted in these Terms), including but not limited to any portion of our Site;
Collect, store, distribute, post, revise or delete any User Content or other personal information of other Users without their express consent;
Transmit any Information or User Content known by you to be false, inaccurate or misleading; or
Transmit any Information or User Content that is intimate, private or that you would not want the public to view or have access to.
You understand that we will use commercially reasonable efforts to provide our Services, Site or App but we cannot and do not guarantee or promise any specific and intended results from the use of our Services, Site or App. You also understand that any information in our Documentation is provided for your own convenience and is for informational purposes only. You acknowledge that any reliance on our Documentation, Services and App will be at your own risk and that you must evaluate and bear all risks associated with the use of our Documentation, Services and App. Any opinions and comments in User Content represents the views and opinions of the person that posted such User Content and in no way represent the views and opinions of Vet Alliance.
We cannot and do not guarantee or promise any specific and intended results and benefits, including but not limited to financial or commercial, from the use of our Documentation Services, Site or App. You acknowledge that any use of our Documentation, Services, Site or App will be at your own risk. you are solely responsible for any use of and results from using our Documentation services, site or app. your use of our Documentation services, site and app is entirely at your own risk.
We do not represent or warrant that files or information available for access or downloading from the Internet, hyperlinked sites, our Site or any files and emails from us will be free of viruses, worms, malware, Trojan horses or other code that may manifest contaminating or destructive properties. your use of the internet is at your own risk and you are solely responsible for any damages to your computer systems or loss of data that results from any internet access or our DOCUMENTATION site, services or app.
your use of our site, services, app and documentation is at your own risk. our site, services, app and documentation are provided on an “as is” and “as available” basis without representations, warranties, guarantees or conditions of any kind, either express or implied. we expressly disclaim all representations, warranties, guarantees and conditions, including any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment or non-infringement or those arising out a course of dealing, performance or usage of trade. we make no representations, warranties or conditions regarding the availability appropriateness, completeness, accuracy, or currency of our site, services, app or documentation. for greater clarity, we do not represent or warrant that: (i) our services, site or app do not and will not infringe, or be subject to any intellectual property claims, or a claim of infringing the trademark or other rights of another party; (ii) our site, app or documentation will be uninterrupted, functional, secure, reliable, accurate, complete, current, useful, suitable, secure or error-free; (iii) our services, site or app will be suitable, accurate, correct, reliable, complete, timely, error-free or will meet your requirements and expectations in any way; (iv) any defects in our site, services, app or documentation will be corrected; (v) user content will be respectful, appropriate, truthful, accurate or in full compliance with these Terms; and (vi) we have verified or endorsed any third party content. our site, services, app and documentation may include technical inaccuracies or typographical errors, and we may make changes or improvements to the site, services, app and documentation at any time.
in no event shall Vet Alliance, its directors, officers, shareholders, employees, third party providers, agents or advisors (“associated persons”) be liable to you or any other person or entity for any direct, indirect, exemplary, special, incidental, consequential or punitive damages, including loss of income, loss of profits, loss of anticipated sales, loss of opportunities, business interruption, failure to realize unexpected savings, damage to property, claims of third parties, loss of goodwill, use, data or other intangible losses or other economic or personal loss arising from or in connection with: (i) your use of or reliance on any user content or the information provided by us on our site, services, app or stated in our documentation; (ii) your use of or inability to use our services, app or site; (iii) your violations of trademark infringement or other intellectual property rights; (iv) any failure of performance of our site, services and app, whether related to error, omission, interruption, defect, delay in operation or transmission, computer viruses or line failure; (v) the unauthorized use of your account and password by any person; (vi) any third party content or hyperlinked sites; (vii) your user content or other information that you transmitted or shared with other users or the public through or in connection with our service; or (viii) any other matters relating to our site, services, app and documentation, whether based in contract, negligence, strict liability, fundamental breach, failure of essential purpose or otherwise, whether or not we had any knowledge, actual or constructive, that you might incur such damages. the limitations on vet alliance’s liability or the liability of associated persons to you in this section shall apply whether or not vet alliance or such associated persons have been advised or should have been aware of the possibility of any such losses arising.
we disclaim any and all such above representations, warranties and conditions to the fullest extent permissible under applicable law. certain jurisdictions do not allow limitations on implied warranties or conditions or the exclusion or limitation of certain damages. if these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you and you may have additional rights.
You agree at all times to defend, indemnify and hold harmless Vet Alliance, its employees, contractors, agents, officers, directors, successors and assigns (the “Indemnified Parties”) from and against any claims, losses, judgements, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing parties due to or resulting from your use or misuse of our Site, Services, App or Documentation, or from your violation of these Terms. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of our Site, Services, App and Documentation, including but not limited to trademark infringement or other intellectual property claims from third parties.
You are prohibited from using any services or facilities provided in connection with our Site, Services or App to compromise security or tamper with our system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. We reserve the right to investigate suspected violations of these Terms and to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to be violating these Terms.
Any dispute, controversy or claim arising out of or relating to these Terms, including any disputes relating to the Site, Services, App or Documentation, will be finally resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada, Inc. The arbitration will be conducted by one arbitrator and the seat of Arbitration will be Toronto, Ontario. The language of the arbitration will be English. The decision of the arbitrator shall be binding upon the parties hereto.
Governing Law; Jurisdiction
These Terms and any action related thereto or related to our Site, Services, App or Documentation shall be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of laws. The United Nations Convention on the International Sale of Goods is explicitly excluded from this agreement. Subject to Section 16, you agree that any action at law or in equity arising out of or relating to these Terms or your use of our Site, Services, App or Documentation will be filed only in a court located in Toronto, Ontario, Canada, and you hereby irrevocably and unconditionally consent and submit to the non-exclusive jurisdiction of such courts for the purpose of any such action. Your use of our Site, Services, App and Documentation is void where prohibited by laws in jurisdictions to which you are otherwise subject, and you agree not to visit or use our Site, Services, App or Documentation in any such circumstances.
You acknowledge and agree that these Terms shall remain in effect for so long as you use our Site, Services, App or Documentation. You agree that this agreement can only be terminated by you once you have stopped using our Site, Services, App or Documentation. We reserve the right to suspend or terminate your use of our Site, Services, App or Documentation and remove and discard any information or User Content related to you and your use of our Site, Services, App or Documentation at any time, for any reason, with or without cause, if we believe that you are violating these Terms in any way. If you wish to terminate your account, you may choose to cease use of the Site or to send us notification by email at email@example.com. If you are dissatisfied with our Site, Services, App or Documentation, including these Terms, your sole remedy is to discontinue using our Site, Services, App or Documentation by ceasing to use the Site which includes ceasing to use the Services and the App.
These Terms and any of our other legal notices, policies and guidelines linked to these Terms constitute the entire agreement between you and Vet Alliance relating to your use of our Site, Services, App and Documentation and supersede any prior understandings or agreements (whether oral or written), claims, representations, and understandings of the parties regarding such subject matter and the Terms may not be amended or modified except in writing or by making such amendments or modifications available on our Site.
No Agency; Third Party Beneficiary
We are not your agent, fiduciary, trustee, or other representative. Nothing expressed or mentioned in or implied from these Terms is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of you, Vet Alliance and the Associated Persons.
You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder without our prior written consent. Vet Alliance may assign these Terms and the rights and obligations granted hereunder without your consent.
If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
We will not be considered to have waived any of our rights or remedies described in these Terms unless the waiver is in writing and signed by us. No delay or omission by us in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Our failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms.
The headings used in these Terms are included for convenience only and have no legal or contractual effect and shall not affect the construction or interpretation of these Terms.
You agree that English will be the language of our Site and of all transactions occurring in connection with our Services and App, and you agree to waive any right to use and rely upon any other language or translations. You acknowledge that it is your express wish that these Terms have been drawn up in English. C'est la volenté expresse des parties que la présente convention ainsi que tous les documents legales qui s'y rattachent soient rédigés en anglais.
These Terms and Conditions were last modified on Feb 14, 2018.