Application Terms of Use

 

Last Updated:  August 19th, 2019

 

 

VETERINARIAN TERMS OF USE

For Pet Owner terms of use, click here

This APPLICATION LICENSE AGREEMENT (the “Agreement”) shall set forth the terms and conditions pursuant to which Viruwoof (“WOOF”) may license certain browser extension, desktop, web and mobile applications (“Application(s)”).  Each veterinarian or veterinarian practice that has agreed to license the Application shall be referred to as the “User(s)” or the “Veterinarian(s)”. 

 

THE APPLICATIONS PROVIDE THE FACILITATION OF ON-LINE OR MOBILE COMMUNICATIONS BETWEEN A USER AND THEIR CURRENT CLIENTS USING LIVE CHAT OR VIDEOS UPLOADED BY THE USER OR THE CLIENT. THROUGH THE APPLICATION THE CLIENT CAN OBTAIN ADVICE FROM THE USER REGARDING THEIR PETS OR ANIMALS. EACH USER MUST BE LICENSED AS A VETERINARIAN IN THE STATE IN WHICH THE USER’S CLIENT RESIDES OR SEEKS SERVICES. THE APPLICATION MAY NOT BE USED TO SOLICIT NEW OR POTENTIAL CLIENTS.

 

THE APPLICATION IS A MEANS OF COMMUNICATING AND COORDINATING USER SERVICES WITH THEIR CLIENTS. IF THE APPLICATION IS USED TO COORDINATE THE PURCHASE OF USER SERVICES, IT IS UP TO THE USER TO OFFER THEIR SERVICES, AND FOR THEIR CLIENT TO DETERMINE THE SUITABILITY OR SAFETY OF SUCH SERVICES AND TO FOLLOW THE INSTRUCTIONS GIVEN BY THE USER. USERS ARE SOLELY RESPONSIBLE FOR ESTABLISHING THE VETERINARIAN-CLIENT-PATIENT RELATIONSHIP WITH THEIR CLIENTS AND FOR PROVISION OF THE USER SERVICES. USE OF THE SERVICE BY USER OR THEIR CLIENT DOES NOT CREATE A VETERINARIAN-CLIENT-PATIENT RELATIONSHIP BETWEEN WOOF AND ANY USER CLIENT.

 

BY USING, INSTALLING, OR DOWNLOADING AN APPLICATION, USER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. USER SHOULD NOT USE THE APPLICATION IF THEY DON’T AGREE WITH THIS AGREEMENT.    Use of the MOBILE VERSION OF THE Application is also subject to the terms and conditions of the mobile Application’s distributor (E.G. APPLE OR GOOGLE) or the terms and conditions required by the mobile network operator

 

TERMS AND CONDITIONS

  1. Term; Termination; Survival of Provisions

    1.  The Application to be licensed to the User shall be described in the WOOF order form that User has agreed to by clicking on the “I Accept” button on the WOOF website or mobile application or on a written order form provided by WOOF and signed by User (the “Order”).  The Order shall also include the applicable license term for the Application (the “Term”), the price or license fee for the Application and any other terms specific to the Application. This Agreement may be terminated for cause by either party immediately and without further notice if the other party defaults in the performance of any of its material obligations under this Agreement or the Order and does not cure the default within thirty (30) days after receipt of notice in writing from the non-defaulting party.  Upon any such termination, User will no longer have any right to access or use of the Application. The following sections of this Agreement shall continue in full force and effect upon termination of this Agreement or the Order or expiration of the Term: 5, 6 and 8.7. 

    2. WOOF shall have no obligation to refund any portion of an Application Fee for any termination of the license.

  2. Licenses

    1. Subject to the provisions of this Agreement, WOOF grants to the User a non-exclusive, non-transferable, revocable, limited license to download (if applicable), access and use the Application during the Term.   Any such use of the Application shall be solely in a manner consistent with the terms of this Agreement.   Use of the Application may be limited to the specific number of users set forth in the Order. Except for the license granted in this Section 2.1, the User acknowledges that it acquires no other rights to the Application and that all right, title and interest in and to the Application shall remain with WOOF and its licensors.  The User shall not decompile, copy, disassemble, modify, decrypt, translate, extract or otherwise reverse engineer the Application. 

    2. User shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application; (b) modify or make derivative works based upon the Application; (c) create Internet "links" to the Application (except for a link from User’s website to the Application) or "frame" or "mirror" the Application on any other server or wireless or Internet-based device; (d) interfere with or disrupt the integrity or performance of the Application or the data contained therein; or (e) attempt to gain unauthorized access to the Application or its related systems or networks.

    3. In order to use the Application, User must acquire and maintain, all at its own cost and expense, that computer or mobile hardware, software and related services further described in  on the WOOF website (www.virtuwoof) or on the Applications (collectively the “Required Materials”).   User shall be solely responsible for the operation, use, support, maintenance and/or any warranty issues related to the Required Materials.

  3. Use of Application and Support

    1. User  shall select a user ID and password to access and use the Application.  User is solely responsible for the security and use of each user ID and password.  User agrees that each user who obtains a user ID and password to use the Application pursuant to this Agreement shall: (a) keep their user ID and password secure and confidential; and (b) not share or transfer User ID and password with any other person or entity. If the security of the user ID and/or password is compromised, User shall promptly contact WOOF by email at hello@virtuwoof.com.  

    2. WOOF does not own any data, videos, information or material that User submits to WOOF while using the Application or that is collected and then displayed as part of the Application (the "User Data").  User, not WOOF, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use  all User Data, and WOOF shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Data. The User grants WOOF the royalty-free, world-wide, perpetual, non-exclusive, transferable license to use, reproduce, modify, edit, publish, distribute and display such User Data through the Application.  Upon termination for User breach, WOOF shall have no obligation to maintain or forward any User Data.  User represents and warrants to WOOF that User Data: (a) is original to User or that User has secured the rights to provide and use such User Data; (b) does not contain any content that is unlawful or invasive of another’s privacy or publicity rights; or (c) does not contain a virus or other harmful component. 

    3. Except as set forth in this Agreement, WOOF shall not (a) disclose, provide or make available the User Data to a third party without User’s prior written approval; or (b) make any other use of the User Data.  User acknowledges that WOOF may compile certain general information related to the use of the Application.  Notwithstanding the restrictions set forth in this Section 3, User agrees that WOOF is authorized to use, reproduce and generally make User Data available to third parties in the aggregate, provided that such User Data shall not include personally identifiable information or identify User as the source of such aggregated data.

    4. WOOF shall provide email-based support concerning use of the Application.

  4. Payments to WOOF and Payments to User.

    1. The Applications shall be provided at the fee or charge set forth in the Order (the “Application Fee(s)”).  In addition to the Application Fee, WOOF may invoice Users for all applicable sales and use taxes.  WOOF shall invoice User for the Application Fee as set forth in the Order. User shall pay the Application Fee as set forth in the Order.  User shall pay the Application Fee by credit card, debit card or bank transfer by submitting the required payment information on the Order (the “Payment Information”).  User hereby grants WOOF the right to use the Payment Information submitted by User (e.g. card/account number, expiration date and security code) to accept payment of the Application Fee until the Application license is terminated.  In addition to any other rights granted to WOOF herein, WOOF reserves the right to suspend or terminate this Agreement and the User access to or use of the Application if User fails to pay the Application Fee or WOOF is unable to use the Payment Information to accept payment of the Application Fee. 

    2. WOOF may use a third-party payment processor (the “Payment Processor”) to bill the Application Fees and remit payments to Users and to draw amounts from Users’ accounts as indicated on the Order. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement.  WOOF is not responsible for errors by the Payment Processor.  User agrees to pay Woof, through the Payment Processor, all Application Fees (and related sales and use taxes).  User agrees to make payment using that selected Payment Information, and  Client authorizes  WOOF, through the Payment Processor, to charge your account associated with the Payment Information. Woof reserves the right to correct any errors or mistakes that User makes even if it has already requested or received payment. Our current Payment Processor is Stripe , and as such, the processing of payments are subject to (i) the Stripe Connected Account Agreement, which includes the Stripe Terms of Service, and (ii) Stripe’s privacy policy.

    3. The User shall establish the fee or cost for providing their services or products (the “Services”) to their clients (the “Client Fees”) and those other terms and conditions associated with the Services.  WOOF shall collect the Client Fees by using the Payment Information provided by the User client.  Within thirty days of the end of each calendar month WOOF shall pay User the Client Fees paid by clients to WOOF for the Services in the previous calendar month minus the WOOF transaction processing fees, credit or debit card chargebacks and any additional dispute fees charged by the Payment Processor.    

  5. Limitation of Liability.  EXCEPT FOR THE OBLIGATIONS SET FORTH IN SECTION 6 (INDEMNIFICATION), IN NO EVENT SHALL (A) WOOF BE LIABLE TO THE USER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME, GOODWILL OR DATA, OR THE INABILITY TO UTILIZE THE APPLICATION; AND (B) WOOF’S AGGREGATE LIABILITY TO THE USER EXCEED THE APPLICATION FEES ACTUALLY PAID BY User IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

  6. Indemnification

 

6.1       WOOF shall indemnify and hold the User and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (a) a third party claim brought against User alleging that the Application infringes a copyright, a U.S. patent issued, or a trademark of a third party; or (b) a claim, which if true, would constitute a violation by WOOF of its representations or warranties set forth in Section 7.1 below;  provided that the User (i) promptly give written notice of the claim to WOOF; (ii) gives WOOF sole control of the defense and settlement of the claim (provided that WOOF may not settle or defend any claim unless it unconditionally releases  the User of all liability); (iii) provides to WOOF all available information and reasonable assistance; and (iv) has not compromised or settled such claims.

 

6.2        User shall indemnify and hold WOOF and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (a) a claim, which if true, would constitute a violation by the User of the representations and warranties set forth in Section 7.3 below; (b) User’s breach of Sections 2  or 3.2 above or (c) User’s use of the Application, including, but not limited to, any claim of death or injury to an animal that is made against WOOF by a User client; provided that WOOF (i) gives the User prompt written notice of the claim; (ii) gives the User control of the defense and settlement of the claim (provided that the User may not settle or defend any claim unless the User unconditionally releases WOOF of all liability and such settlement does not affect WOOF); and (iii) provides the User all available information and reasonable assistance; and (iv) has not compromised or settled such claim.

 

  1. Representations and Warranties

    1. WOOF represents and warrants that: (a) it has the power and authority to enter into this Agreement and to perform all of its obligations; (b) the performance of such obligations will not conflict with or result in a breach of any agreement to which WOOF is a party or is otherwise bound; and (c) it is the owner or authorized licensee of the Application. 

    2. WOOF warrants to the User that the Application shall operate in substantial accordance with the functional descriptions of the Application found in Order.  If the Applications fail to so conform to such descriptions of the Application, then WOOF shall, as the User’s sole remedy, make a commercially reasonable effort to correct the Application.  All warranty claims related to the Application must be made within thirty (30) days of the days of the date that the Application first failed to meet the above warranties. This warranty to User shall be null and void if the warranty breach is due to: (a) hardware, third party software (including open-source software) and/or network failures; (b) modification of the Applications by any party other than WOOF or (c) misuse, errors or negligence of User or its employees or agents in using the Applications. 

    3. The User represents and warrants that: (a) it has the power and authority to enter into this Agreement and to perform all of its obligations; (b) the performance of such obligations will not conflict with or result in a breach of any agreement to which the User is a party or is otherwise bound; (c) its performance under this Agreement and its use of the Application and the User Data, shall all comply with all applicable laws, rules, regulations (including those regulations that regulate the practice of veterinarians and places that veterinary services are provided) and policies; and (d) User is currently licensed to provide veterinarian services to each state in which their clients reside or seek services.

    4. OTHER THAN AS SET FORTH IN THIS SECTION 7, WOOF SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  WOOF DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THE APPLICATION WILL MEET ALL OF THE USER’S REQUIREMENTS; OR (C) ALL ERRORS OR DEFECTS WILL BE CORRECTED.

  2. Other Provisions

    1. In the event that WOOF is unable to provide the Application because of any cause reasonably beyond its control, including, without limitation, acts of God (each a “Force Majeure event”), WOOF shall promptly give notice to the User and shall take all reasonable measures to resume performance.  If the period of non- performance exceeds thirty (30) days from the receipt of notice, the User may give written notice to WOOF terminating this Agreement effective upon receipt.   

    2. User may not assign this Agreement to any person or entity without the prior written permission of WOOF.  

    3. This Agreement, along with each Order executed by User and WOOF, each of which is hereby incorporated by reference, constitutes the entire understanding of the parties and supersedes all prior discussions and agreements with respect to its subject matter.  This Agreement may be amended only by written instrument signed by WOOF.

    4. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.  The failure of WOOF to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by WOOF in writing.

    5. Either party may give notice by personal delivery or by nationally recognized expedited carrier (e.g. FedEx or DHL). Personal delivery shall be effective upon delivery; delivery by expedited carrier shall be deemed delivered forty-eight (48) hours after the notice is sent by such expedited carrier. 

    6. Notwithstanding the provisions of this Section 3 above, WOOF shall have the right during the Term to: (a) list and name User as a user of the Application (including the limited right to use User’s corporate logo, subject to User’s written guidelines on such use); and (b) issue a press release regarding this agreement subject to User’s prior written approval, which shall not be unreasonably withheld. 

    7. The Agreement shall be controlled by and interpreted under the laws of the state of Minnesota, excluding that state’s conflict of laws’ provisions.  The exclusive jurisdiction for any dispute regarding this Agreement shall be the state or federal courts in Hennepin County, Minnesota.  

 

 

Thank you for choosing Virtuwoof for your telemedicine needs.  We look forward to providing you with an excellent experience!

If you have any questions regarding this policy, please contact us at hello@virtuwoof.com 

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PET OWNER TERMS OF USE

This APPLICATION LICENSE AGREEMENT (the “Agreement”) shall set forth the terms and conditions pursuant to which Virtuwoof, LLC (“WOOF”) may license certain browser extension, desktop, web and mobile applications (“Application(s)”).  Each person that has agreed to license the Application shall be referred to as the “Client(s)”. 

 

THE APPLICATIONS PROVIDES A MEANS OF CONNECTING VETERINARIANS WITH THEIR CLIENTS. THROUGH THE APPLICATION THE CLIENTS CAN OBTAIN ADVICE FROM THEIR VETERINARIAN REGARDING THEIR PETS OR ANIMALS. THE VETERINARIAN IS SOLELY RESPONSIBLE FOR ESTABLISHING THE VETERINARIAN-CLIENT-PATIENT RELATIONSHIP WITH CLIENTS AND FOR PROVISION OF THE CLIENT SERVICES AND PRODUCTS. USE OF THE VETERINARIAN SERVICES OR PRODUCTS BY CLIENT DOES NOT CREATE A VETERINARIAN-CLIENT-PATIENT RELATIONSHIP BETWEEN WOOF AND ANY CLIENT.

 

WOOF DOES NOT PROVIDE ANY OF THE SERVICES OR PRODUCTS BEING OFFERED OR PROVIDED BY THE VETERINARIANS (COLLECTIVELY THE “SERVICES”) WHO USE THE APPLICATIONS. THE APPLICATIONS ARE LIMITED TO A MEANS OF CONNECTING CLIENTS WITH THEIR VETERINARIAN THROUGH ON-LINE OR MOBILE  COMMUNICATIONS E.G. LIVE CHAT OR VIDEOS UPLOADED BY  CLIENT OR THE VETERINARIAN. IF THE APPLICATIONS ARE USED TO COORDINATE THE PURCHASE OF SERVICES, IT IS UP TO THE VETERINARIAN TO OFFER THE SERVICES, AND FOR THE CLIENT TO DETERMINE THE SUITABILITY OR SAFETY OF SUCH SERVICES AND TO FOLLOW THE INSTRUCTIONS GIVEN BY THE VETERINARIAN. VETERINARIANS ARE SOLELY RESPONSIBLE FOR THE PROVISION OF THE SERVICES.

 

BY USING, INSTALLING, OR DOWNLOADING AN APPLICATION, CLIENT AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. CLIENTS SHOULD NOT USE THE APPLICATION IF THEY DON’T AGREE WITH THIS AGREEMENT.    Use of the MOBILE VERSION OF THE Application is also subject to the terms and conditions of the mobile Application’s distributor (E.G. APPLE OR GOOGLE) or the terms and conditions required by the mobile network operator

 

TERMS AND CONDITIONS

  1. Term; Termination; Survival of Provisions

    1.  The Applications to be licensed to the Client shall be described on the WOOF website (www.virtuwoof.com; the “Website”) or the “about” section on mobile application distribution platforms (e.g. Google or platform). The price or fee for the Services shall be solely determined by Client’s veterinarian and displayed on the Applications (the “Services Fees”), along with any other terms specific to the Services. This Agreement may be terminated by WOOF for cause, without further notice, if Client defaults in the performance of any of its material obligations under this Agreement and does not cure the default within thirty (30) days after receipt of notice from WOOF.  Upon any such termination, Client will no longer have any right to access or use of the Applications. The following sections of this Agreement shall continue in full force and effect upon termination of this Agreement: 4, 5 and 6.7. WOOF MAY DISCONTINUE MAKING THE APPLICATION AVAILABLE AT ANY TIME WITH OR WITHOUT PRIOR WRITTEN NOTICE.

    2. WOOF shall have no obligation to refund any portion of the Services Fees.

  2. Licenses

    1. Subject to the provisions of this Agreement, WOOF grants to the Client a non-exclusive, non-transferable, revocable, limited license to download (if applicable), access and use the Applications, unless terminated pursuant to Section 1.1 above.   Any such use of the Application shall be solely in a manner consistent with the terms of this Agreement.   Except for the license granted in this Section 2.1, the Client acknowledges that it acquires no other rights to the Applications and that all right, title and interest in and to the Application shall remain with WOOF and its licensors.  The Client shall not decompile, copy, disassemble, modify, decrypt, translate, extract or otherwise reverse engineer the Application. 

    2. Client shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application; (b) modify or make derivative works based upon the Application; (c) create Internet "links" to the Application or "frame" or "mirror" the Application on any other server or wireless or Internet-based device; (d) interfere with or disrupt the integrity or performance of the Application or the data contained therein; or (e) attempt to gain unauthorized access to the Application or its related systems or networks.

    3. In order to use the Application, Client must acquire and maintain, all at its own cost and expense, that computer or mobile hardware, software and related services further described on the Website or the Application (collectively the “Required Materials”).   Client shall be solely responsible for the operation, use, support, maintenance and/or any warranty issues related to the Required Materials.

  3. Use of Application and Support

    1.  Client shall select a user ID and password to access and use the Application.  Client is solely responsible for the security and use of each user ID and password.  Client agrees that they shall: (a) keep their user ID and password secure and confidential; and (b) not share or transfer Client ID and password with any other person or entity. If the security of such ID and/or password is compromised, Client shall promptly contact WOOF by email at hello@virtuwoof.com.  

    2. WOOF does not own any data, videos, information or material that Client submits to WOOF while using the Application or that is collected and then displayed as part of the Application (the "Client Data").  Client, not WOOF, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and WOOF shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data. The Client grants WOOF the royalty-free, world-wide, perpetual, non-exclusive, transferable license to use, reproduce, modify, edit, publish, distribute and display such Client Data through the Application.  Upon termination for Client breach, WOOF shall have no obligation to maintain or forward any Client Data.  Client represents and warrants to WOOF that Client Data: (a) is original to Client or that Client has secured the rights to provide and use such Client Data; (b) does not contain any content that is unlawful or invasive of another’s privacy or publicity rights; or (c) does not contain a virus or other harmful component. 

    3. Except as set forth in this Agreement, WOOF shall not (a) disclose, provide or make available the Client Data to a third party without Client’s prior written approval; or (b) make any other use of the Client Data.  Client acknowledges that WOOF may compile certain general information related to the use of the Application.  Notwithstanding the restrictions set forth in this Section 3, Client agrees that WOOF is authorized to use, reproduce and generally make Client Data available to third parties in the aggregate, provided that such Client Data shall not include personally identifiable information or identify Client as the source of such aggregated data.

    4. WOOF shall provide email-based support concerning use of the Application.

  4. Payment and Billing.

    1. WOOF may use a third-party payment processor (the “Payment Processor”) to bill Clients for Services Fees and all applicable sales and use taxes. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement.  WOOF is not responsible for error by the Payment Processor. Client agrees to provide WOOF accurate and complete information about its chosen payment method (“Payment Method”), including without limitation credit card or debit card number, credit card verification or other security code, the expiration date of the credit card, and Client’s address. Verification of such information may be required prior to the acknowledgment or completion of any Services transaction. Client authorizes WOOF to share such information as well as transaction information with the Payment Processor. Client agrees to make payment of the Services Fees using that selected Payment Method, and Client authorizes WOOF, through the Payment Processor, to charge Client’s Payment Method. WOOF reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. WOOF’s current Payment Processor is Stripe, the processing of payments are subject to (i) the Stripe Connected Account Agreement, which includes the Stripe Terms of Service, and (ii) Stripe’s privacy policy[AB1] , if any

    2. In addition to any other rights granted to WOOF herein, WOOF reserves the right to suspend or terminate this Agreement and the Client access to or use of the Application if Client fails to pay the Services Fees or WOOF is unable to use the Payment Method to accept payment of the Services Fees.

  5.  Representations and Warranties

5.1       CLIENT AGREES THAT THE APPLICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND WOOF, SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES.

​5.2       THE APPLICATIONS ARE TO BE USED SOLELY TO FACILITATE COMMUNICATIONS BETWEEN CLIENT AND THEIR VETERINARIAN. THE APPLICATION HAS NOT BEEN FDA APPROVED, AND IS NOT INTENDED TO BE USED FOR MEDICAL PURPOSES, INCLUDING USE IN THE DIAGNOSIS, MONITORING, TREATMENT, CURE OR PREVENTION OF DISEASE IN, OR STATES OF HEALTH OF, HUMANS OR OTHER ANIMALS. CLIENT MAY NOT, AND SHALL NOT PERMIT OTHERS, TO ACCESS OR USE THE APPLICATION IN CONNECTION WITH MEDICAL PURPOSES, INCLUDING USE IN THE DIAGNOSIS, MONITORING, TREATMENT, CURE OR PREVENTION OF DISEASE IN, OR PHYSIOLOGICAL STATUS OF, ANY HUMANS OR OTHER ANIMALS.

​5.3       USE OF THE APPLICATION IS AT CLIENT’S SOLE RISK. WOOF DOES NOT WARRANT THAT CLIENT WILL BE ABLE TO ACCESS OR USE THE APPLICATION AT THE TIMES OR LOCATIONS OF CLIENT’S CHOOSING; THAT USE OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE  APPLICATION IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL INFORMATION.

​5.4       TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL WOOF OR ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO CLIENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE APPLICATION OR THE SERVICES.

5.5       WOOF DOES NOT HAVE ANY RESPONSIBILITY OR LIABILITY RELATING TO ANY  SERVICES, ANY PAYMENTS, OR THE ACTIONS OR CONDUCT OF CLIENT OR VETERINARIANS. all claims relating to any services provided to CLIENT by VETERINARIANs PURSUANT TO THE APPLICATIONS shall solely be brought against the VETERINARIAN providing the services, and CLIENT agreeS not to  BRING ANY CLAIM AGAINST WOOF FOR SUCH SERVICES.

  1. Other Provisions

    1. In the event that WOOF is unable to provide the Application because of any cause reasonably beyond its control, including, without limitation, acts of God (each a “Force Majeure event”), WOOF shall promptly give notice to the Client and shall take all reasonable measures to resume performance. 

    2. Client may not assign this Agreement to any person or entity without the prior written permission of WOOF.  

    3. This Agreement constitutes the entire understanding of the parties and supersedes all prior discussions and agreements with respect to its subject matter.  This Agreement may be amended only by  WOOF.

    4. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.  The failure of WOOF to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by WOOF in writing.

    5. Either party may give notice by personal delivery or by nationally recognized expedited carrier (e.g. FedEx or DHL). Personal delivery shall be effective upon delivery; delivery by expedited carrier shall be deemed delivered forty-eight (48) hours after the notice is sent by such expedited carrier. 

    6. The Agreement shall be controlled by and interpreted under the laws of the state of Minnesota, excluding that state’s conflict of laws’ provisions.  The exclusive jurisdiction for any dispute regarding this Agreement shall be the state or federal courts in Hennepin County, Minnesota. A Client may only bring a legal or equitable action against WOOF on an individual basis and not as a plaintiff or class member in any purported class or representative action related to this Agreement, the applications or the Services. 

 

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