Terms of Use for AxisView LLC Websites
(updated May 20,
2022)
Terms of Use for AxisVet,
Inc. Websites and Services
Thank you for visiting this website (“Website”) owned and
operated by AxisVet, Inc., a Delaware corporation (“AxisVet”). These
Terms of Use for AxisVet, Inc. Websites and Services (these “Terms”) govern
your use of this Site; all other websites owned and operated by AxisVet,
including, without limitation www.axisvet.com and www.axisview.com (all such sites, including the Website,
are referred to as the “Sites” and singularly as a “Site”); and all services
acquired from AxisVet, including,
but not limited to, veterinary consultation services consisting of teleradiology
and telecardiology services, whether acquired directly from AxisVet, through a
reseller of AxisVet’s services, or from AxisVet through the use of any Site or
account created on any Site (any of which are referred as ”Services”).
1. ACCEPTANCE
OF TERMS:
OUR AGREEMENT
These Terms apply to you (being the person who
has accessed these Terms through one of AxisVet’s Sites). If you are acting on
behalf of another person, e.g., your employer, “you” also includes that other
person. Please read these Terms carefully. By using this Site or any of
the other Sites, including, without limitation, by creating an account, or by
purchasing Services through a third party who provides Reports (as defined in
Section 10.B. of these Terms) which incorporate these Terms, you agree to
comply with and to be bound by these Terms. If you do not agree to these
Terms, you must exit the Site immediately and you may not access or use this
Site or any of the other Sites and should not acquire Reports or other Services
from AxisVet.
AxisVet’s agreement with you consists of these
Terms and any other terms related to your acquisition of Reports or other
Services from AxisVet which are provided to you prior to your ordering Reports or other
Services and are accepted by you as evidenced by your ordering of Reports or
other Services (our or this “Agreement”).
2. REFERENCES
TO THE PARTIES TO THESE TERMS
AxisVet may be referred to as “we” and other grammatical forms
of the first person plural. “You” may be referred to as “you” and other
grammatical forms of the second person singular.
3. ACCEPTANCE
OF PRIVACY POLICY
By
agreeing to these Terms, you also agree to the terms of our Privacy
Policy[JTN1] . Please carefully review our Privacy
Policy. Our Privacy
Policy explains the way AxisVet uses, stores, and discloses information you
provide to us and other information regarding you that AxisVet may
maintain or store. To the extent there are inconsistencies between these
Terms and our Privacy Policy, these Terms control.
4. MODIFICATION
OF TERMS AND PRIVACY POLICY
AxisVet
reserves the right to update or modify these Terms and the Privacy Policy at
any time, without prior notice. AxisVet will post the most current
version of the Terms and the Privacy Policy. You may access the current
version of these Terms or the Privacy Policy at any
time by clicking on the link marked “Terms and Conditions” or “Privacy Policy”,
as applicable, in the universal footer of this Site and any of the other Sites.
Modifications to these Terms and the Privacy Policy are effective
when they are posted. Your continued use of this Site or any of the other Sites
after we have posted modified Terms or a modified Privacy Policy is your
agreement to be bound by the modified Terms or Privacy Policy, as applicable.
If you disagree with any modification to the Terms or Privacy Policy, you
must immediately discontinue any use of this Site and the other Sites.
5. ELECTRONIC
COMMUNICATIONS; EMAILS AND TEXT MESSAGES
You are communicating with AxisVet electronically
when you send e-mails or text messages to us or visit this Site or any of the
other Sites. You consent to receive communications from AxisVet
electronically. If you provide us with an electronic
mail address you consent to our communicating with you by electronic mail. If
you provide us with a mobile or cellular telephone number, you consent to our
communicating with you by text messaging (including by SMS, MMS, and any other
formats) and agree that if there is any cost or charge associated with our
sending you text messages that you will bear such costs or charges.
These Terms and the Privacy Policy, and your obligations under
these Terms and the Privacy Policy, continue to apply to you even if you are no
longer using this Site or the other Sites.
7. ADULT USAGE ONLY
This Site and the other Sites are intended for
use by those who are of the age of majority and able to legally enter binding
contracts without any right of rescission. Accordingly, in using this
Site, you represent, warrant, and agree that you are at least eighteen (18)
years or older, or otherwise are of the age of majority and able to enter into
binding, non-rescindable contracts.
8. OWNERSHIP
OF THIS SITE AND ITS CONTENT AND SOFTWARE
A. All content, including but not limited to
text, graphics, and downloads found on this Site and the other Sites (“Content”)
and all software used to operate the functions of this Site and the other Sites
(“Software”) is protected under applicable intellectual property and other
laws, including without limitation the copyright and trademark laws of the
United States and other countries. All Content and Software and intellectual
property rights therein are the property of AxisVet or its licensors.
B. Content and Software do not include
Reports.
C. You are hereby granted permission to
access and use this Site and the other Sites and to display, download, or print
Content and use the Software of this Site or the other Sites solely for the
purpose of ordering and receiving Reports and other Services.
D. You may not reproduce, duplicate, copy,
sell, resell, or otherwise exploit or distribute any of the Content or Software
for any commercial purpose without our express written consent.
This Site, the other Sites, and Reports may contain
trademarks, service marks, company names, abbreviations, acronyms, product
names, other trade names, trade dress, logos, icons, buttons, and graphics,
print styles, colors, and color schemes (collectively the “Marks”). All Marks
appearing within this Site or any of the other Sites or in Reports, whether
registered or not, are the property of AxisVet unless otherwise expressly noted
(the “AxisVet Marks”). Unauthorized use of the Marks
is expressly prohibited. You are not authorized to display or use the AxisVet
Marks in any manner without AxisVet’s prior written permission. You are not
authorized to display or use any of the other Marks without the prior written
permission of the owner of such Mark.
A. The primary purpose of this Site and the
other Sites is to order Services from AxisVet and, in doing so, to upload
images of and clinical data concerning your veterinary patients. You are responsible for all information and images
input or uploaded through this Site or any of the other Sites. By so inputting
information and uploading images you represent and warrant to AxisVet that the
information is accurate, that you own or have the right to input and upload
such information and images, that such information and images do not infringe
or violate the rights of any third person, and that you are (or the person you
are acting for is) a licensed veterinarian who or licensed veterinary hospital which
obtained the information and images as part of their licensed practice of veterinary
medicine.
B. Services consisting of veterinary teleradiology
and telecardiology consultations and other veterinary consultations are
reported and delivered in the form of a written report (each a “Report”). In
addition to these Terms, you accept and agree to be bound by all disclaimers
included as a part of each Report, however no such disclaimer shall contradict
these Terms. You should contact AxisVet to learn the content of any disclaimers
if you have any questions about what is being disclaimed by AxisVet.
C. AxisVet does not accept the terms of
pre-printed purchase orders and only these Terms apply to the sale of Services
and Reports. If you submit a purchase
order or other form or document containing terms purporting to control or apply
to the use of the Sites, or any of them, or the acquisition, purchase, or use
of Reports or other Services that contradict or add terms or provisions not
contained in our Agreement, then your provision of such shall give AxisVet the
right to rescind any resulting contract or agreement at any time by refunding
to you the price paid by you for such Report(s) or other Services.
D. You agree to pay the fees at the prices and
on the payment terms provided by AxisVet at the time you place your order for Reports
or other Services. You are responsible
for all sales, use, and excise tax associated with the sale and use of the Services
and Reports, even if not quoted as part of AxisVet’s pricing. Confirmation of
your order after receiving AxisVet’s pricing and other payment terms is your acceptance
of those terms and your agreement to pay for such Services and Reports in accordance
with those terms.
D. Your acceptance and use of the Services
and Reports is subject to these Terms, including, without limitation, terms
limiting our warranties and liability.
E. Reports are licensed and provided to you
solely for your own veterinary practice. You may not and agree you will not reproduce,
duplicate, copy, sell, resell, or otherwise exploit or distribute any Report for
any other purpose without our express written consent.
11. YOUR ACCOUNT, REPRESENTATIONS, CONDUCT,
AND OBLIGATIONS
A. ACCOUNTS.
1. You hereby confirm and agree that all
the information that you provided in or through this Site or other Sites, and
the information that you will provide in or through this Site or other Sites in
the future, is accurate, true, current and complete. Furthermore, you agree to
maintain and update this information so it will continue to be accurate,
current and complete.
2. You agree, confirm and acknowledge that
you are responsible for maintaining the confidentiality of your password and
any other security information related to your account (collectively
"Account Access"). We advise you to change your password frequently
and to take extra care in safeguarding your password.
3. You agree to notify us immediately of
any unauthorized use of your Account Access or any other concern for breach of
your account security.
4. You agree, confirm, and acknowledge that
we will not be liable for any loss or damage that incurred as a result of
someone else using your account, either with or without your consent and/or knowledge.
5. You agree, confirm, and acknowledge that
you are solely and fully liable and responsible to us for all activities
performed using your Account Access. You further acknowledge and agree that you
are liable and responsible to us for any damage or loss we incur as a result of
the use of your Account Access by any person whether authorized by you or not,
and you agree to indemnify us for any such damage or loss, including, but not
limited to, our reasonable attorney’s fees.
6. You agree and commit not to use the
account or Account Access of any other person for any reason.
B. YOUR
CONDUCT
1. You agree and confirm that your use of
this Site or other Sites, including use of Services and Reports, are for use in
your own veterinary practice, hospital, or clinic only and that you are not
using this Site or other Sites or the Services for or behalf of any other
person or organization.
2. You agree and commit not to interfere
with or disrupt, or attempt to interfere with or disrupt, any of our systems,
services, servers, networks or infrastructure, or any of this Site or other
Site's systems, services, servers, networks or infrastructure, including
without limitation obtaining unauthorized access to any of the aforementioned.
3. You agree and commit not to make any use
of this Site or other Sites for the posting, sending, or delivering of any of
the following: (a) unsolicited email and/or advertisement or promotion of goods
and services; (b) malicious software or code; (c) unlawful, harassing, privacy
invading, abusive, threatening, vulgar, obscene, racist or potentially harmful
content; (d) any content that infringes a third party right including
intellectual property rights; (e) any content that may cause damage to a third
party; (f) any content which may constitute, cause or encourage a criminal
action or violate any applicable law.
4. You agree and commit not to upload to or
through the Sites or directly to us by other means any files that contain
viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, or any
other similar software or programs that may damage the operation of our or another's
servers, computers, or other property.
5. You agree and commit not to violate any
applicable local, state, national or international law, statute, ordinance,
rule, regulation or ethical code in relation to: (a) your use of this Site, other
Sites, Reports, or other Services and (b) your relationship with us.
6. You agree to check and scan any
electronic files received from us or our contractors, whether through this Site
or other Sites or otherwise, for any virus or malicious software prior to
opening or using such files.
C. ADDITIONAL
OBLIGATIONS
1. You will indemnify us, defend us, and
hold us harmless from and against any and all claims, losses, causes of action,
demands, liabilities, costs or expenses (including, but not limited to,
litigation costs and reasonable attorneys' fees) arising out of or relating to
any of the following: (a) your access to or use of this Site or other Sites;
(b) your use of any Report or any other Services; (c) any actions made with
your account or Account Access whether by you or by someone else; (d) your
violation of any of the provisions of this Agreement; (e) non-payment for any Reports
or other Services; (e) your violation of any third party right, including, without
limitation, any intellectual property right, publicity, confidentiality,
property or privacy right. This clause shall survive expiration or termination
of our Agreement.
2. You confirm and agree to use only credit
cards or other payment means (collectively “Payment Means”) which you are duly
and fully authorized to use, and that all payment related information that you
provided and will provide in the future, to or through this Site or other Sites
or otherwise, is accurate, current, and correct and will continue to be
accurate, current and correct.
3. You agree to pay the fees, at the prices and on the payment terms provided by AxisVet at
the time you place your order, for Reports or other Services on a timely basis. By
providing us with your Payment Means you authorize us to bill and charge you
through that Payment Means and you agree to maintain valid Payment Means
information in your account information or as requested by us. You will
reimburse us upon demand for any fees or charges incurred by us as a result of
any third person’s rejection or dishonor of any Payment Means you have
authorized us to use. Past due fees and charges, regardless of the basis for
such fees or charges, shall bear interest from the date originally due until
paid at ten percent (10%) per annum.
12. AUTHORIZED RESELLERS
AxisVet may
authorize third parties to resell its Services comprised on veterinary
consultations that are reported as written Reports. All such authorized resellers must establish
an account through this Site or another of the Sites, thereby being bound to
these Terms, and must require the customers to whom such Reports are resold to
qualify as a purchaser of such Reports under these Terms and to accept the
Reports subject to and as governed by these Terms. At a minimum, such resellers
must distribute resold Reports with a written notice, on the face of each Report
that acceptance and use of the Report are subject to these Terms as found at
the URL address containing these Terms (e.g. www.axixvet.com/tems of use).
This Site and the other Sites may display
content supplied by third parties. Any opinions expressed, or advice,
statements, services, offers, or other information or content made available by
third parties, or any other user of the Site or any of the other Sites are
those of the respective author(s) or distributor(s) and not of AxisVet.
14. NON-SOLICITATION
During the period you are ordering
Reports or other Services from us and for the twelve (12) month period following
your last order of a Report or Services from us, you agree that you will not,
without the prior written consent of us:
1. for
yourself or on behalf of any other person or entity, directly or indirectly,
individually or as principal, partner, stockholder, officer, director, member,
employee, contractor, consultant, agent, representative or in any other
capacity: (a) solicit, entice, or
persuade or attempt to solicit, entice, or persuade any employee,
representative, or agent of or contractor or consultant to AxisVet (including
its subsidiaries, parents, affiliates, successors and assigns) to end or reduce
such person’s relationship with AxisVet, or (b) identify as a potential
candidate, interview, employ, hire or participate in the hiring process, cause
to be employed or engaged, or solicit the employment or the engagement as an
employee, contractor, or consultant of any employee, representative, or agent
of or contractor or consultant to AxisVet while any such person is so affiliated
with AxisVet or within six (6) months after any such person ceases to be so affiliated
with AxisVet; and/or
2. either
individually or on behalf of or through any third party, directly or
indirectly, solicit, entice, persuade, or cause or attempt to solicit, entice, persuade,
or cause any third party with whom AxisVet has a contractual or business
relationship (including business referral sources, centers of business
influence, and/or strategic business partners) to sever, modify, reduce, or in
any way alter their business or contractual relationship with AxisVet.
15. DISCLAIMER OF
WARRANTY
YOU UNDERSTAND, AGREE, AND ACKNOWLEDGE THAT:
(1) WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY,
TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS
OF ANY OF THE SITES, SERVICES, OR REPORTS. THE SITES, SERVICES, AND REPORTS ARE
PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY
KIND, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT,
SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. THE USE OF THE SITES,
SERVICES, AND REPORTS ARE AT YOUR OWN RISK. TO THE FULLEST EXTENT OF THE LAW,
WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED.
YOU HEREBY RELEASE US AND AGREE TO HOLD US
HARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE (WHETHER IN
CONTRACT OR TORT, BY STATUTE OR COMMON LAW, OR IN EQUITY) RESULTING FROM OUR
PROVISION OF OR YOUR USE OR RELIANCE ON THE SERVICES, ANY REPORT, OR ANY OF THE
SITES, INCLUDING, BU NOT LIMITED TO, ANY ACT, OMISSION, OPINION, RESPONSE,
ADVICE, SUGGESTION, AND/OR INFORMATION PROVIDED AS PART OF ANY SERVICES OR REPORT OR ACCESSIBLE THROUGH ANY OF THE SITES.
This Section 15 shall survive the expiration
or termination of our Agreement.
16. LIMITATION OF
LIABILITY
YOU UNDERSTAND, AGREE, AND ACKNOWLEDGE THAT WE
SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT
LIMITED TO, ANY DAMAGES ARISING FROM OR CONSISTING OF LOSS OF DATA; LOSS CAUSED
BY A VIRUS; LOSS OF INCOME OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; CLAIMS OF
THIRD PARTIES; OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS OR LOSSES.
YOU UNDERSTAND, AGREE, AND ACKNOWLEDGE THAT OUR
AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO OUR AGREEMENT AND ANY
AND ALL USE OF THE SITES, REPORTS, OR OTHER SERVICES WILL NOT EXCEED THE TOTAL
AMOUNT OF MONEY PAID BY YOU OR ON YOUR BEHALF FOR REPOTS AND OTHER SERVICES IN
THE 12 MONTHS PERIOD PRIOR TO THE DATE OF THE CLAIM.
Unless prohibited by law, you agree that any
cause of action arising out of or related to any Report or other Services which
are provided subject to the terms of our Agreement or arising from the use of
any of the Sites must commence no later than one (1) year after the cause of
action arose and if not commenced within such one (1) year period, such cause
of action is permanently barred.
If the applicable law does not allow the limitation
of liability as set forth above, the limitation will be deemed modified solely
to the extent necessary to comply with applicable law.
This Section 16 shall survive the expiration
or termination of our Agreement.
17. MISCELLANEOUS
BUT IMPORTANT PROVISIONS
Our Agreement and our relationship
with you shall both be interpreted solely in accordance with the laws of the
State of Delaware excluding any rules governing choice of laws.
You irrevocably agree that the
exclusive venue for any action or proceeding arising out of relating to our Agreement
or our relationship with you, regardless of theory, shall be the U.S. District
Court for the District of Colorado, Denver Division, or the state courts
located in the City and County of Denver, Colorado. You irrevocably consent to
the personal jurisdiction of the aforementioned courts and hereby waive any
objection to the exercise of jurisdiction by the aforementioned courts.
OUR AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN YOU AND US. YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY
PROMISES OR REPRESENTATIONS BY US EXCEPT AS SET FORTH IN OUR AGREEMENT.
We may freely
transfer or assign our rights and liabilities under our Agreement.
Except as otherwise expressly provided in these Terms, our
Agreement shall bind and inure to the benefit of the successors, assigns,
heirs, executors and administrators of you and us.
No waiver of a breach, failure of any condition, or any right or
remedy contained in or granted by the provisions of our Agreement shall be
effective unless it is in writing and signed by the party waiving the breach,
failure, right, or remedy. No failure or delay by AxisVet in exercising any
right, power or privilege under our Agreement shall operate as a waiver. Similarly,
AxisVet’s election to not assert its rights under our Agreement shall not
preclude AxisVet from asserting its rights in the future.
The paragraph headings in these Terms
are solely for convenience and will not be applied in the interpretation of our
Agreement.
If any provision of our Agreement is
held by a court of competent jurisdiction to be illegal, invalid,
unenforceable, or otherwise contrary to law, the remaining provisions of our Agreement
will remain in full force and effect.
Except as expressly provided in these Term, nothing in our
Agreement is intended to confer upon any third-party, including, but not
limited, to upon any of your clients, any rights, remedies, obligations, or
liabilities.
AxisVet may provide you with notices, including those regarding
changes to these Terms, using various means including but not limited to email,
regular mail, text message, postings on this Site or the other Sites, or other
reasonable means now known or hereafter developed.
The prevailing party in any action,
suit, or proceeding arising from or based upon our Agreement shall be entitled
to recover their reasonable attorneys' fees in connection therewith in addition
to court costs and other reasonable fees and disbursement incurred in such
action, suit, or proceeding.
To clear any doubt, all clauses
regarding disclaimers of warranties, limitations of liabilities, and
indemnification shall survive the termination or expiration of our Agreement.
YOU AND WE EACH HEREBY WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND AGAINST ANY
RIGHTS OR OBLIGATIONS UNDER EITHER OUR AGREEMENT OR THE PRIVACY POLICY. SUCH
WAIVER ALSO INCLUDES ANY HEARING, MOTION, OR APPLICATION RELATED TO ATTORNEYS’
FEES.
You agree to comply with all applicable
governmental laws, ordinances, rules, and regulations related to the retention
of records for your veterinary practice or provision of veterinary medical
services. Once AxisVet has transmitted
Reports or other written work product derived from Services to you, AxisVet shall have no obligation to you to retain
such Reports or written work product for your benefit. Under no circumstances will AxisVet be liable
to you for your failure to retain necessary records of Reports or other
Services, nor will AxisVet’s failure to retain any such records, even if in
violation of its own policies and procedures, relieve you of your duty under
the law or be the basis for any
obligation or liability on the part of AxisVet.
You may contact AxisVet at:
Email: info@axisvet.com
***End of These Terms***