Effective as of 3/01/2012
If you choose to use the Service, you represent that you are authorized to accept the terms of this Agreement on behalf of yourself or the organization you represent.
Links To Other Sites. The Service may contain links to other independent third-party websites ("Linked Sites"). Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under VetShout's control, and VetShout is not responsible for and does not necessarily endorse the content or practices of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with Linked Sites.
2. Description of Service
General Description. The VetShout Service allows you to post and view reviews of business that are subscribers of the VetShout Service.
Conditions of use and user conduct
As a condition of use, you agree to the following:
- You acknowledge that the Service is for use of veterinarian hospitals only.
- You agree that you will not use the Service for any commercial purpose outside of the veterinarian industry.
- The Service is offered to facilitate communications between your veterinary hospital and your active clients.
- You must not use the Service to harass, threaten, impersonate, or intimidate any person or business.
- You must not use the Service to post fraudulent, inaccurate, or misleading ratings or reviews of any person or business.
- You must not upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
- You must not upload, post, email, transmit, or otherwise make available any content that is in violation of copyright or trademark law - or any other law protecting intellectual property in any jurisdiction - or that violates the publicity or privacy rights of any person or business.
- You must not upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," "affiliate links," or any other form of solicitation.
- You must not transmit any worms or viruses or any code of a destructive nature.
- You must comply with all applicable laws in your jurisdiction (including but not limited to intellectual property laws).
- You must not use the Service for any illegal or unauthorized purpose. If you are an international user, you agree to comply with all local laws regarding online conduct and acceptable content.
4. Guidelines for Reviews
The Service allow you to author, upload, transmit, publish, disseminate, and/or otherwise make available content in the form of user-generated business reviews and user-identifying information, such as a user's name and email address ("User Content").
When you make copyrightable User Content available on or through the Service, you retain ownership of any copyright you claim to your User Content. You also represent and warrant that - with respect to all User Content that you upload, transmit, publish, disseminate, and/or otherwise make available through the Service - (a) you have all the rights and licenses necessary to use, reproduce, publish, display publicly, perform publicly (including by means of digital audio transmission), distribute, and/or otherwise exploit such User Content in connection with the Service (and to grant to VetShout the licenses set forth in this Agreement), and (b) the User Content will not infringe or otherwise violate the rights of any third party including, but not limited to, the copyright, trademark, privacy, and/or publicity rights of any third party.
By submitting User Content as set forth above, you hereby do and shall grant to VetShout (and its successors, assigns, partners, affiliates, and third party service providers) a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub licensable, and transferable license to use, reproduce, modify, create derivative works from, distribute, publicly display, publicly perform (including by means of digital audio transmission), and otherwise exploit your User Content on and in connection with the Service and for any purpose and in any medium, by any means currently existing or yet to be devised. You also hereby do and shall grant to each user of the Service a non-exclusive license to access and view your User Content through the Service, and to use, reproduce, modify or create derivative works based thereon, distribute, publicly display, and publicly perform (including by means of digital audio transmission) such User Content as permitted through the functionality of the Service.
6. Our intellectual property
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, content, and computer code (collectively, "VetShout Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel," and arrangement of such VetShout Content, contained on the Service is owned, controlled, or licensed by or to VetShout, and is protected by trade dress, copyright, and trademark laws, and various other intellectual property rights.
Except as expressly provided in this Agreement or otherwise permitted by law, no VetShout Content may be used, copied, reproduced, modified, republished, uploaded, posted, publicly displayed, publicly performed (including by means of a digital audio transmission), encoded, translated, transmitted, or distributed in any way to any other computer, server, website, or any other medium for any purpose, without regard to whether that purpose is commercial or noncommercial in nature, without VetShout's express prior written consent.
7. Violation of this agreement - termination
You agree that VetShout may, in its sole discretion and without prior notice, terminate your access to the Service and/or block your future access to the Service if we determine that you have violated this Agreement or other agreements or guidelines which may be associated with your use of the Service.
If VetShout does take any legal action against you - or you take action against VetShout - as a result of a violation of this Agreement, the prevailing party will be entitled to recover from the non-prevailing party, and the non-prevailing party agrees to pay, all reasonable attorneys' fees and costs of such action - in addition to any other relief granted to the prevailing party. You agree that VetShout will not be liable to you or to any third party for termination of your access to the Service as a result of any violation of this Agreement or other agreements or guidelines that may be associated with your use of the Service.
8. Disclaimer of warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VETSHOUT AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS (IF ANY) (THE "VETSHOUT AFFILIATES") EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ANY WARRANTY OR CONDITION ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. VETSHOUT AND THE VETSHOUT AFFILIATES MAKE NO WARRANTY THAT (a) THE SERVICE WILL MEET YOUR REQUIREMENTS; (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) USER CONTENT WILL BE HOSTED AND/OR TRANSMITTED WITHOUT INTERRUPTION OR CESSATION; (d) USER CONTENT WILL BE HOSTED AND/OR TRANSMITTED IN ACCORDANCE WITH THE PREFERENCES YOU SPECIFY, INCLUDING ANY PREFERENCES YOU SPECIFY REGARDING THE ANONYMITY AND/OR PRIVACY OF ANY USER CONTENT; (e) ANY PRODUCTS, SITES, INFORMATION, OR OTHER MATERIAL, WHETHER IN TANGIBLE OR INTANGIBLE FORM, PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS OR ANY STANDARD OF QUALITY; AND (f) ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICE WILL BE CORRECTED.
ANY MATERIAL, INFORMATION, OR DATA DOWNLOADED OR OTHERWISE ACCESSED OR OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER HARM THAT MAY RESULT FROM THE DOWNLOAD OF SUCH MATERIAL. NO ADVICE, REPRESENTATION, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VETSHOUT OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
9. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT VETSHOUT AND THE VETSHOUT AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY LOSS OF PROFITS, GOODWILL OR BUSINESS REPUTATION; ANY LOSS OF DATA; ANY REPERCUSSION OF THE PUBLICATION OF ANY USER CONTENT YOU PROVIDE TO VETSHOUT; ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE; OR ANY OTHER TANGIBLE OR INTANGIBLE LOSSES. THIS ALSO INCLUDES ANY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU AS A RESULT OF (a) ANY CHANGES THAT VETSHOUT MAY MAKE TO THE SERVICE; (b) ANY PERMANENT OR TEMPORARY CESSATION OF OR ERROR IN THE SERVICE; (c) THE PUBLICATION OF ANY USER CONTENT YOU PROVIDE TO VETSHOUT; OR (d) THE DELETION OR CORRUPTION OF OR FAILURE TO STORE ANY CONTENT OR OTHER PROPERTY MAINTAINED THROUGH THE SERVICE. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY ABOVE SHALL APPLY IRRESPECTIVE OF THE THEORY OF LIABILITY, INCLUDING CONTRACT (INCLUDING FUNDAMENTAL BREACH), WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHER THEORY, EVEN IF WE (OR OUR AFFILIATES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU SPECIFICALLY ACKNOWLEDGE THAT VETSHOUT AND THE VETSHOUT AFFILIATES SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
10. Exclusions and limitations
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND, IN SUCH INSTANCES, THE VETSHOUT AFFILIATES' LIABILITY WILL BE LIMITED ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You will indemnify and hold VetShout and/or the VetShout Affiliates harmless from and against any and all liabilities and costs (including reasonable attorneys' fees) incurred by VetShout and/or the VetShout Affiliates in connection with any claim arising out of your breach of the Agreement. VetShout reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
12. General terms
Entire Agreement. This Agreement is the whole legal agreement between you and VetShout. It governs your use of the Service and completely replaces any prior agreements between you and VetShout with respect to the Service.
Governing Law. You agree that all matters relating to your access to or use of the Service, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of law’s provisions, and that any action arising under this Agreement or otherwise related to the VetShout Service must be brought in the State and Federal courts in San Francisco County, California. You agree to the personal jurisdiction by and venue in the State and Federal courts in San Francisco County, California, and waive any objection to such jurisdiction or venue.
Dispute Resolution. In the event of any controversy or dispute between VetShout and you arising out of or in connection with your use of the Service, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time, then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.
Statute Of Limitations. You agree that regardless of any statue or law to the contrary, any claim under this Agreement must be brought within one
(1) year after the cause of action arises, or such claim or cause of action is forever barred.
Severability of Terms; Non-waiver of Terms; Assignment. If any portion of the Agreement is held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Agreement enforced as written. If VetShout does not exercise or enforce any legal right or remedy including those contained in the Agreement or arising under applicable law, this will not be taken to be a formal waiver of our rights. VetShout may assign or delegate all rights and obligations under the Agreement, fully or partially.
Notices. VetShout may provide you with notices, including those regarding changes to the Agreement, by email or through postings to the Service. VetShout's mailing address is:
Third Party Beneficiaries. Each VetShout Affiliate is an intended third party beneficiary to this Agreement and shall be entitled to directly enforce and rely upon any provision of the Agreement that confers a benefit on them. Other than this, no other person shall be a third party beneficiary to the Agreement.