“Account” means a User’s account that was registered on our Website and created for the purposes of accessing our Services. “Aggregated Information” means all information derived from your use of Services and including without limitation, usage information, data and other content, provided however, such information will not be able to reveal Authorized User or your identity. “Application” or “App” means mobile application utilized by a User to access Services from a smart phone. “Authorized User” means someone who has been designated by you to access the Services. “Certified” or “Certify” means being officially recognized as possessing a certain qualification, criteria or meeting certain standards. “Content” means any content featured or displayed throughout the Website, including but not limited to text, documents, information, data, articles, opinions, images, photographs, graphics, software, Applications, video recordings, audio recordings, sounds, designs features, comments and other materials that are available on the Website and as part of VetFolio. “Credentials” means account log-in and other details which are relevant to your subscription and your access to Services. “Customer Input” means any content submitted or otherwise shared by you in the course of provision of Services, including suggestions, modifications or other actions undertaken by you or is otherwise shared with users through VetFolio. “Handle” means to process, record, transfer, access receive, use, disclose, retain, dispose of, destroy, manage, collect, store, or otherwise handle and any variation of “Handle” and “Handling” has the same meaning depending on the context. “Intellectual Property” means inventions, discoveries, or improvements (whether patented or able to be patented and whether or not reduced to practice), including patents, patent applications, certificates of invention, utility models, continuations, continuations-in-part, provisionals, divisions, reissues, renewals, re-examinations and extensions thereof; trade secrets, know-how, designs, methodologies, processes, rights in data, and similar rights; semiconductor chip protection and mask work right; the protection of works of authorship or expression and copyright (whether or not registered); trademark, trade names, service marks, logos, domain names and trade dress; and similar rights under any laws or international conventions throughout the world, whether now existing or hereafter arising or developed, including the right to apply for registrations, certificates, or renewals with respect thereto, the rights to prosecute, enforce, and obtain damages. “Intellectual Property Rights” means any rights pertaining to Intellectual Property. “Law” means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority. “Person” means an individual or a company. “Personal Information” means any identifiable information related to a Person. “VetFolio” or “VetFolio” means the software program which provides various online resources and functionality, including the ability for you to search and obtain access to third-party publications and other resources that may be helpful in addressing such questions. “VetFolio Content” means any and all information, content, links, reports, data, databases, tools, e-mail, code, photographs, pictures, video, postings, graphics, interfaces, web pages, text, files, software, product names, company names, trade-marks, logos, trade names, or other materials contained on or in the Services. “subscription” means the purchase of our Services, either through the order form on Website or by contacting us, and “subscription period” means the time you are entitled to use the Services as set out in your subscription. “Website” means www.vetfolio.com and a subdomain of any such website, any mobile application for such website or any other website operated by us in connection with services provided to Authorized Users.
Subject to your payment of Fees and our Terms, we grant you a non-exclusive, non-transferable and non-sublicensable right to access and utilize the Services (1) solely during the term of your subscription to Services, (2) only for your purposes, and (3) for no more than the Authorized Users at such address permitted under the Service subscription terms.
You will not perform any Restricted Actions (as defined below).
You acknowledge that Services and Content are subject to Section 8 (Disclaimer).
Fees and payment
Your use of the Services is subject to your payment of the ongoing annual subscription fee paid (the “Subscription Fee” or “Fee”). All Fees may be changed by VetFolio at its discretion but any such change will only impact the subscription period after the expiry of Term (as defined below). Fees shall be in the legal currency of the United States of America. You are responsible for paying all Fees and applicable taxes using a payment method offered on the Website. Nothing prevents VetFolio from offering discounts and rebates (“Incentives”), including any such Incentives as part of a trial period (“Trial”) as agreed upon at its discretion to you or any of its other subscribers.
If your payment is past due, VetFolio may, at its sole discretion, (i) administer a fee for non-sufficient funds in case a payment method (e.g. credit card) fails, (ii) suspend or terminate the Service in accordance with Section 11, and (iii) pursue all remedies otherwise available to us. You agree to reimburse VetFolio for any reasonable costs and expenses incurred in the course of collecting payment past due. Any amount not paid when due shall be subject to late fees at a rate of two per-cent (2%) per month (or the maximum amount allowable by applicable law, whichever is less).
You may be entitled to a refund for Fees paid. See Section 11 (Term and Termination) for further details.
Registration and Account Set-up. You will receive your Services after we have created your Account. Once an Account is created, you are responsible for managing your Credentials. You should also inform us promptly of any changes to the information provided in order to ensure effective communication with VetFolio.
Credentials Management and Incidents. You will: (1) keep your Credentials strictly confidential and secure; (2) only share such Credentials with those who are authorized to access Services on your behalf or are Authorized Users and ensure such persons abide by our Terms, and (3) inform us immediately if the confidentiality of any part of your Credentials has been compromised (e.g. you or an Authorized User has shared your Credentials with a third party).
Suspicious Activity. If we suspect any unauthorized access to your Account or that there is suspicious activity in relation to your Account, we retain the right, but do not have the obligation, to suspend your Account and take any other related action as we deem reasonable, and you agree to assist in executing such actions, which may involve your resetting of passwords or taking other measures as may be required.
Representations, Warranties and Covenants
Restricted Actions. You covenant that you will not:
(1) allow more than the Authorized Users permitted under the terms of your subscription;
(2) engage in a direct or indirect act to modify, translate or copy any Content;
(3) register for an Account on someone else’s behalf;
(4) misrepresent your identity (e.g. represent to anyone in relation to VetFolio that you are someone else or you are affiliated with someone that you are not); in regards to fees, circumvent the payment methodology of the Services,
(5) share your Account log-in details with any person other than those expressly authorized by you;
(6) make use of the Services to do anything other than to carry out activities which are normally related to activities conducted using the Services;
(7) publish content that violates any party’s Intellectual Property Rights or Laws, in any form whatsoever;
(8) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms in any part of the Services;
(9) rent, lease, distribute, license, sublicense, sell, resell, assign, transfer, timeshare, offer in a service bureau, or otherwise make any part of the Services available to any third party, other than to an Authorized User;
(10) damage, disable, overburden or impair our servers or network, or interfere with any other party’s use and enjoyment of the Services;
(11) copy, or make derivative work from, any part of the Services in any medium, including use of a frame or border environment around VetFolio, or other framing technique to enclose any portion or aspect of VetFolio, using any device including using spiders, data mining, robots, or similar data gathering means;
(12) access the Services in order to build a commercially available product or service which competes with the Services;
(13) copy any features, functions, integrations, interfaces or graphics which are part of the Services;
(14) violate any Laws;
(15) make statements on any part of VetFolio on any topic, particularly regarding Content and the Services, which could reasonably be considered false or misleading;
(16) wilfully tamper with the security of the Services, including attempting to probe, scan or test the vulnerability of VetFolio or to breach its security or authentication measures;
(17) share any sensitive data with us which, in the normal course of events, would demand special Handling and introduce a security burden on us that is not agreed upon by us in writing in advance of receipt of such data;
(18) transmit any information, through the Services in any other manner, which may be: (1) unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic or profane; (2) in violation of a third party’s Intellectual Property Right or is subject to Intellectual Property Rights; (3) refutes or is contrary to what is set out anywhere in the Services; (4) is considered “spam” (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling); (5) contains or installs any viruses, worms, malware, Trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; and (6) violates the privacy of any third party; and
(19) attempt to gain unauthorized access to the Services or our computer systems or networks through hacking, password mining or any other means.
We reserve the right to investigate and prosecute, to the fullest extent of the law, any violation of the above.
Ownership and Reservation of Rights to VetFolio Intellectual Property. VetFolio and its licensors own all Intellectual Property Rights in the Services. You will not obtain any ownership interest in the Services or any modifications to the Services as a result of your access and use of Services.
(1) You agree that all such data may be, without further required consent by you, Handled by a third-party for either (1) the third party’s own legitimate business purposes, (2) purposes which serve our business purposes, including transaction processing and data monitoring or storage, or (3) for regulatory or other reasons which are imposed on us, in Canada, United States of America, or in any other jurisdiction we provide services or may otherwise decide to store or process such data.
(2) Aggregated Information. We’ll own all Aggregated Information for any purpose we see fit, including but not limited to publication of, and creation of derivative works from the Aggregated Information, provided that such usage will not reveal to a third party any Confidential Information or the identity of an Authorized User.
Your Input. We shall have a royalty-free, worldwide, transferrable, sublicensable, irrevocable, perpetual license to use or incorporate into Services any Customer Input. You shall have no obligation to provide Customer Input. Although VetFolio does not seek to monitor or control the submission of Customer Input, VetFolio reserves the right to delete, move and edit any Customer Input submitted where, in our sole and absolute discretion, it is considered prudent or necessary to do so.
Corrective Action and Notice
If you become aware of any actual or threatened activity by an Authorized User which is prohibited by Section 5(b) (Restricted Actions), you will immediately (a) take all reasonable and lawful measures within your control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services, and (b) notify VetFolio of any such actual or threatened activity.
Release and Indemnification
In the event you are a California resident, you waive California Civil Code Section 1542, which says: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
We may, at our sole discretion and expense, choose to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent.
Term and Termination
Our Terms, and any payment obligations, will deemed to be applicable to you upon your use of the Services and will terminate only upon an actual deletion or deactivation of your Account; abandonment or non-use of the Account will not lead to an automatic termination of your Account. Your obligation to pay the Fees will continue until your Account is deactivated. We do not offer refunds in relation to any payments you may have made in respect of a subscription for Services, regardless of reason for cancellation or termination of the Services.
We may suspend or terminate your access to all or any part of the Services at any time, with or without cause and with or without notice, effective immediately and for any reason deemed appropriate in our sole discretion.
(1) we may retain any of your data in our backups, archives and disaster recovery systems until such data is deleted in the ordinary course; and
(2) all information and materials described in subsection 12(e)(1) above11(f)(1) will remain subject to all confidentiality, security and other applicable requirements of our Terms
Permission for Communication
We use email and other electronic means to stay in touch with you. You agree that when you provide us your e-mail address or personally identifying information (e.g. name, address) during or prior to access of the Services, you: (1) consent to receive communications from us, our Affiliates, and applicable Users in electronic formats, including via the email address you have submitted, SMS messages to your telephone, or other agreed upon contact methods; (2) can opt-out from receiving communication from any such party at any time by completing the formalities on our Website, but we do not take on any liability for any communication of another party to you, particularly if you have provided your contact information to them independently rather than using the communication functions of the Website; and (3) agree that our Terms, agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications would satisfy if they were in writing and physically presented to you.
Modification of our Terms
Our Terms and any access to or use of the Services shall be governed by, and construed in accordance with the internal laws of the State of Florida and the federal laws of the United States of America, without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida.
Waiver of Class Proceedings
Users hereby waive any right they may have to commence or participate in any class action lawsuit against VetFolio related to any claim, dispute or controversy and, where applicable, you and any Authorized Users hereby agree to opt out of any class proceeding against us otherwise commenced.
If any portion or provision of our Terms shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of our Terms, or the application of such portion of provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of our Terms shall be valid and enforceable to the fullest extent permitted by law.
Headings and Summaries
Except as otherwise stated in our Terms or as expressly required by law, any notice to us, including for purposes of termination, shall be given in writing by certified postal mail to or by email to support@VetFolio.com. Any notice to you shall be given to the most current email address in your Account
Other Rules of Interpretation
Any reference to gender includes all genders; words importing the singular number only shall include the plural and vice versa; the word “or” is not exclusive; the words “including”, “includes” and “include” mean “including without limitation; and “shall” means “will” and “must”, all three of which can be changed interchangeably and shall not mean “may”.
No Waiver of Covenants
Failure by any party to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in the Terms or to exercise any election shall not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same shall continue and remain in full force. No waiver shall be deemed to have been made unless expressed in writing.
If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, the other provisions of the Terms will remain in full force and effect.