Terms of Use for
Clients
Last Updated: October 2020
(a)
TeleVet, Inc. (TeleVet) provides access to and use of an online
platform, mobile apps and other components that facilitate communications between
pet owners and veterinary practitioners regarding healthcare for the pet
owners pets (collectively, the Platform). You access to or use of the
Platform is subject to the terms and conditions in these Term of Use for
Clients (Pet Owners) (the Client TOU). TeleVet may, in its sole discretion,
update the Client TOU at any time. You can access and review the most-current
version of the Client TOU at the URL for this page or by clicking on the applicable
Terms of Use link within the Platform or as otherwise made available by TeleVet.
BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE PLATFORM, YOU
AGREE TO BE BOUND BY THE CLIENT TOU, INCLUDING ANY UPDATES OR REVISIONS POSTED
HERE OR OTHERWISE COMMUNICATED TO YOU.
(b)
PLEASE REVIEW THE CLIENT TOU CAREFULLY. IT IMPOSES BINDING
ARBITRATION AND A WAIVER OF CLASS ACTIONS. THE CLIENT TOU REQUIRES BINDING
ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING FROM OR RELATING TO THE
CLIENT TOU OR YOUR ACCESS TO OR USE OF THE PLATFORM, INCLUDING THE VALIDITY,
APPLICABILITY OR INTERPRETATION OF THE CLIENT TOU (EACH, A CLAIM), AND
YOU AGREE THAT ANY CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT
IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR
OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 20 CAREFULLY TO UNDERSTAND YOUR
RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
(c)
DO NOT USE THE PLATFORM FOR YOUR PETS EMERGENCY MEDICAL NEEDS UNLESS
YOUR VETERINARY CLINIC SPECIFICALLY DIRECTS YOU TO DO SO. OTHERWISE, FOR ASSISTANCE
WITH YOUR PETS EMERGENCY MEDICAL NEEDS, TAKE YOUR PET TO A VETERINARY
EMERGENCY ROOM OR CALL YOUR PETS PRIMARY VETERINARY CLINIC IMMEDIATELY.
(d)
You represent and warrant that you are: (i) over 18 years of age or the
age of majority in your jurisdiction, whichever is greater, and of legal age to
form a binding contract; and (ii) not a person barred from accessing or using the
Platform under the laws of the applicable jurisdiction in which you reside or
from which you access or use the Platform.
2.
Other Agreements and terms
(a)
In addition to the Client TOU, your access to and use of the Platform are
further subject to the TeleVet Privacy Policy and
any
usage or other policies relating to the Platform posted or otherwise made
available to you by TeleVet (the Privacy Policy and any such usage or other
policies, collectively, the Additional Terms).
(b)
You acknowledge and agree that: (i) by accessing or using the Platform, TeleVet
may receive certain information about you and your pet (the Patient),
including personal information, and TeleVet may collect, use, disclose, store
and process such information in accordance with the Client TOU, including any
Additional Terms; and (ii) technical processing and transmission of data,
including Your Data (defined in Section 9(a)), associated with the Platform may
require transmissions over various networks and changes to conform and adapt to
technical requirements of connecting networks or devices.
3.
Only a Platform; INFORMED CONSENT
(a)
TeleVet is not a veterinary clinic, and it does not: (i) provide or
administer any veterinary services, including any diagnosis, treatment or
advice; (ii) mediate or otherwise monitor any interactions between you and any
veterinary clinic or associated veterinary practitioner offering or providing
services to you through access to or use of the Platform (collective, Vet
Clinic); or (iii) have any control over or otherwise supervise any
services offered or provided by a Vet Clinic (collectively, Vet Services),
including the quality or efficacy of any Vet Services. All Vet Services are
provided by an independent, third-party Vet Clinic, which is not affiliated
with or endorsed by TeleVet.
(b)
TeleVet provides only access to and use of the Platform, which allows:
(i) you and a Vet Clinic to communicate with each other and enter into a
contract with the Client for Vet Services; and (ii) you to pay the Vet Clinic
for the Vet Services. Such contract is solely between you and the Vet Clinic,
and TeleVet is not a party to such contract.
(c)
You acknowledge and agree that: (i) a
veterinary-client-patient-relationship (VCPR) exists between you, on
behalf of the Patient, and the Vet Clinic; or (ii) in the absence of such VCPR,
you are only seeking veterinary advice and not a diagnosis, treatment or
prescription for medication.
(d)
Telehealth is the delivery of health care services using interactive
audio and video technology, where the Patient and the Vet Clinic are not at the
same physical location. The telehealth services you receive from a Vet Clinic through
your access to or use of the Platform are not intended to replace a VCPR or be
a permanent replacement for in-person veterinary services. As with any online
health service, there are potential risks, which may include: (i) information
transmitted may not be sufficient (e.g., poor resolution of images) to allow
for appropriate healthcare decision-making by the Vet Clinic; (ii) delays in
evaluation or treatment due to failure of electronic equipment or transmission
networks; (iii) lack of access to all of the Patients health records resulting
in adverse drug interactions or allergic reactions; or (iv) incomplete or
inaccurate diagnoses and other judgment errors.
(e)
No results from your access to or use of the Platform or Vet Services
can be guaranteed or assured. In some instances, the Vet Clinic may determine
that Vet Services are not appropriate for some or all of the Patients treatment
needs, and the Vet Clinic may elect not to provide telehealth services to you
or the Patient. In the event an in-office visit is requested through the
Platform, the Vet Clinic may nevertheless charge you for services rendered
through the Platform.
(f)
You may be able to send written notes to a Vet Clinic using a messaging
portal within the Platform (the Messaging Portal). You should not rely
on the Messaging Portal if you need immediate attention from a Vet Clinic. If the
Patient is experiencing a medical emergency, you should contact the nearest
emergency clinic unless the Vet Clinic specifically directs you to use the
Platform. You acknowledge and agree that messaging with anyone over the
Messaging Portal does not give rise to a VCPR and does not by itself constitute
treatment, diagnosis or medical advice.
4.
Registration and Account
(a)
In registering for a user account on the Platform, you agree to: (i)
provide true, accurate, current and complete information about you and the
Patient as prompted by the Platforms registration form (the Registration
Data); (ii) allow TeleVet to obtain and the Vet Clinic to provide
Registration Data about you and the Patient from the Vet Clinics practice
management software; and (iii) maintain and promptly update the Registration
Data to keep it true, accurate, current and complete. If you provide any
information that is untrue, inaccurate, not current or incomplete, or TeleVet
reasonably suspects that you have done so, TeleVet may suspend or terminate your
account.
(c)
If your account remains inactive for three months or longer, TeleVet
reserves the right to suspend or terminate your account, with or without notice
to you, and delete Your Data.
(b)
All rights granted to you under the Client TOU are subject to your
compliance with the Client TOU, including all Additional Terms, in all material
respects and may only be exercised by you for your personal, non-commercial use
or internal business purposes.
(a)
If any Mobile App is downloaded by you from the Apple Inc. (Apple)
App Store (each, an iOS Mobile App), the right in Section 5(a)(iii) with respect to such iOS Mobile
App is further subject to your compliance
in all material respects with the terms and conditions of the Usage Rules set
forth in the Apple App Store Terms of Service.
(b)
With respect to any iOS Mobile App, you and TeleVet acknowledge and
agree that the Client TOU is concluded between you and TeleVet only, and not
with Apple, and Apple is not responsible for the iOS Mobile App and the
contents thereof. Apple has no obligation whatsoever to furnish any maintenance
and support services with respect to the iOS Mobile App. TeleVet, not Apple, is
responsible for addressing any claims from you or any third party relating to the
iOS Mobile App or your possession and/or use of the iOS Mobile App, including
product liability claims, any claim that the iOS Mobile App fails to conform to
any applicable legal or regulatory requirement, and claims arising under
consumer protection or similar legislation. Apple and Apples subsidiaries are
third-party beneficiaries of the Client TOU with respect to the iOS Mobile App,
and Apple shall have the right (and will be deemed to have accepted the right)
to enforce the Client TOU against you as a third-party beneficiary hereof with
respect to the iOS Mobile App. Subject to Section 15, TeleVet, not Apple, shall
be solely responsible for the investigation, defense, settlement and discharge
of any intellectual property infringement claim attributable to the iOS Mobile
App.
7.
Fees
(a)
At the time of case resolution (as determined by the Vet Clinic), you
shall pay the amount set forth in the Platform for resolution of the case. Such
amount includes an amount determined by and directed to the Vet Clinic for the
applicable Vet Services and may also include a service fee determined by and
directed to TeleVet for access to and use of the Platform. Any amount
determined by and directed to the Vet Clinic for the applicable Vet Services is
collected by TeleVet on behalf of the Vet Clinic. All fees are in U.S. dollars
unless otherwise specified in the Platform.
(b)
All amounts payable under the Client TOU by you are exclusive of any
value-added, sales, use, excise and other similar taxes (collectively, Taxes).
You are solely responsible for paying all applicable Taxes. If TeleVet has the
legal obligation to collect any Taxes, you shall promptly reimburse TeleVet
upon invoice.
(c)
When you create an account, request a consultation, respond to a
consultation invitation, or otherwise perform a function within the Platform
for which payment information is needed, you must provide valid credit card
information for payment as prompted by the Platform (Payment Information).
By providing your Payment Information, you represent and warrant that you are
authorized to use the applicable credit card, and you hereby authorize TeleVet
and its third-party payment processor to charge you for all fees due.
(d)
TeleVet Inc. uses Braintree, a division of PayPal, Inc., or Stripe, Inc.
for payment processing services. By making a payment through the Platform, you
agree that: (i) in the event the payment is processed through the Braintree
payment processing services, the Braintree Payment Services Agreement available
at https://www.braintreepayments.com/legal/gateway-agreement
(or a successor URL) and the applicable bank agreement available at https://www.braintreepayments.com/legal/bank-agreement
(or a successor URL) apply to the processing of such payment; (ii) in the event
the payment is processed through the Stripe payment processing services, the
Stripe Services Agreement and related terms available at https://stripe.com/ssa (or a successor URL) apply
to the processing of such payment; and (iii) you have received the notices
directed to Customers and you grant the permissions required from Customers
under the Braintree and Stripe terms, as applicable.
8.
Third-Party Components and External Materials
(a)
Some components of the Platform may be provided with or have
incorporated into them third-party components licensed under open source
license agreements or other third-party license terms (collectively, Third-Party
Components). Third-Party Components are subject to separate terms and conditions
set forth in the respective license agreements relating to such components. For more information regarding
Third-Party
Components, visit www.televet.com/thirdpartyapps.
(b)
The Platform or users of the Platform may provide links or other
connections to other websites or resources. TeleVet does not endorse and is not
responsible for any content, advertising, products, services or other materials
on or available through such sites or resources (collectively, External
Materials). External Materials are subject to different terms of use and
privacy policies. You are responsible for reviewing and complying with such
terms of use and privacy policies.
9.
RESPONSIBILITY FOR Data
(b)
TeleVet has no obligation to pre-screen any Data, although TeleVet
reserves the right in its sole discretion to pre-screen, refuse or remove any Data.
Without limiting the generality of the foregoing sentence, TeleVet shall have
the right to remove any Data that violates the Client TOU.
(c)
You represent and warrant that: (i) you have all necessary rights and
authority to grant the rights set forth in the Client TOU with respect to Your Data;
and (ii) Your Data does not violate any duty of confidentiality owed to another
party, or the copyright, trademark, right of privacy, right of publicity or any
other right of another party.
(a)
You acknowledge and agree that the Vet Clinic may use the Platform to
record its interactions with you and the Patient in connection with the Vet
Services. You hereby grant TeleVet and the Vet Clinic the right and permission
to record, digitize and transcribe such interactions, including your and the
Patients appearance, voice and likeness, in any form and any medium, whether
now known or later developed (Recordings). As among you, the Vet
Clinic and TeleVet, the Vet Clinic owns all rights, title and interest
(including all intellectual property rights) in the Recordings.
(b)
TeleVet does not claim ownership of Your Data. However, you hereby grant
TeleVet and its service providers a worldwide, royalty-free, non-exclusive,
sublicensable, transferable right and license to use, reproduce, modify, adapt,
create derivative works from, perform, display, distribute, make and have made Your
Data, including any of Your Data as may be recorded, digitized or transcribed
in Recordings (in any form and any medium, whether now known or later
developed) in connection with (i) providing you with access to and use of the
Platform, including in connection with the provision of Vet Services; and (ii)
improving the Platform.
(c)
To the extent you have made any portion of Your Data accessible to
others through the Platform, TeleVet may continue to make that portion of Your
Data accessible to others through the Platform even after: (i) termination pursuant
to Section 18; or (ii) your deletion of your account or that portion of Your
Data from your account. You acknowledge and agree that the Vet Clinic, as the
owner of Recordings, may retain copies of Recordings within the Platform,
including any of Your Data as may be recorded, digitized or transcribed in
Recordings, even after termination pursuant to Section 18
or your deletion of your account.
(d)
As between TeleVet and you, TeleVet owns all rights, title and interest
(including all intellectual property rights) in the Platform, and all
improvements, enhancements or modifications thereto, including all Data and
other materials therein (except with respect to Your Data and Recordings). The
Platform is protected by United States and international copyright, patent,
trademark, trade secret and other intellectual property laws and treaties. TeleVet
reserves all rights not expressly granted to you.
(e)
You acknowledge and agree that TeleVet may collect or generate Aggregate
Data (defined below) in connection with providing you with access to and use of
the Platform, and you hereby grant TeleVet a perpetual, irrevocable, worldwide,
royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable right
and license to use, reproduce, modify, adapt, create derivative works from,
publicly perform, publicly display, distribute, make and have made Aggregate
Data (in any form and any medium, whether now known or later developed) for any
lawful purpose. Aggregate Data means Your Data or any Data generated
through your access to or use of the Platform that has been aggregated or
de-identified in a manner that does not reveal any personal information about
you and cannot reasonably be used identify you as the source of such data.
11.
User CONDUCT
In connection with your access to or use of the Platform,
you shall not (subject to the limited rights expressly granted to you in
Section 5):
(a)
upload, post, email, transmit or otherwise make available any Data that:
(i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory,
vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise
objectionable; (ii) you are prohibited from making available under any
applicable law or contractual or fiduciary obligation, such as confidential or
proprietary information learned as part of an employment relationship or under
a non-disclosure agreement; (iii) infringes any copyright, patent, trademark, trade
secret or other proprietary right of any party; (iv) consists of unsolicited or
unauthorized advertising, promotional materials, junk mail, spam, chain
letters, pyramid schemes, commercial electronic messages or any other form of
solicitation; (v) contains software viruses or any other code, files or
programs designed to interrupt, destroy, limit the functionality of, make
unauthorized modifications to, or perform any unauthorized actions through any
software or hardware; or (vi) consists of information that you know or have
reason to know is false or inaccurate;
(b)
use, reproduce, modify, adapt, create derivative works from, publicly
perform, publicly display, distribute, make, have made, assign, pledge,
transfer or otherwise grant rights to the Platform;
(c)
reverse engineer, disassemble, decompile or translate, or otherwise
attempt to derive the source code, architectural framework or data records of any
software within or associated with the Platform;
(d)
remove or obscure any proprietary notice that appears within the
Platform;
(e)
access the Platform for the purpose of developing, marketing, selling or
distributing any product or service that competes with or includes features
substantially similar to the Platform or any other products or services offered
by TeleVet;
(f)
rent, lease, lend, sell or sublicense the Platform or otherwise provide
access to the Platform as part of a service bureau or similar fee-for-service
purpose;
(g)
impersonate any person or entity, including TeleVet personnel, or
falsely state or otherwise misrepresent your affiliation with any person or
entity;
(h)
forge headers or otherwise manipulate identifiers to disguise the origin
of any Data transmitted through the Platform;
(i)
act in any manner that negatively affects the ability of other users to
access or use the Platform;
(j)
take any action that imposes an unreasonable or disproportionately heavy
load on the Platform or its infrastructure;
(k)
interfere with or disrupt the Platform or servers or networks connected
to the Platform, or disobey any requirements, procedures, policies or
regulations of networks connected to the Platform;
(l)
frame or utilize any framing technique to enclose the Platform or any
portion of the Platform (including any Data contained within the Platform);
(m)
use spiders, crawlers, robots, scrapers, automated tools or any other
similar means to access the Platform, or substantially download, reproduce or
archive any portion of the Platform;
(n)
sell, share, transfer, trade, loan or exploit for any commercial purpose
any portion of the Platform, including your user account and password; or
(o)
violate any applicable local, state, provincial, federal, international
or other law or regulation.
12.
Suggestions
If you elect to provide or make available to TeleVet any
suggestions, comments, ideas, improvements or other feedback relating to the
Platform (Suggestions), you hereby grant TeleVet a perpetual,
irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive,
sublicensable, transferable right and license to use, reproduce, modify, adapt,
create derivative works from, publicly perform, publicly display, distribute, make
or have made Suggestions in any form and any medium (whether now known or later
developed), without credit or compensation to you.
13.
DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES
Your dealings with advertisers and other third parties who
market, sell, buy or offer to sell or buy any goods or services within or
through the Platform (each, a Third-Party Merchant), including payment
for and delivery of such goods or services and any other terms, conditions,
warranties or representations associated with such dealings, are solely between
you and the applicable Third-Party Merchant.
14.
MODIFICATIONS TO The Platform
TeleVet reserves the right to modify, suspend or
discontinue the Platform or any product or service to which it connects, with
or without notice, and TeleVet shall not be liable to you or to any third party
for any such modification, suspension or discontinuance. TeleVet may, in its
sole discretion, from time to time develop patches, bug fixes, updates,
upgrades and other modifications to improve the performance of the Platform or
related products or services (collectively, Updates). TeleVet may
develop Updates that require installation by you before you continue to access
or use the Platform or related products or services. Updates may also be
automatically installed without providing any additional notice to you or
receiving any additional consent from you. The manner in which Updates may be
automatically downloaded and installed is determined by settings on your device
and its operating system.
You agree that TeleVet shall have no liability for and you
shall indemnify, defend and hold TeleVet and its affiliates, and each of their
officers, directors, employees, agents, partners, business associates and
licensors (collectively, the TeleVet Parties) harmless from and
against any claim, demand, loss, damage, cost, liability and expense, including
reasonable attorneys fees, arising from or relating to: (a) Your Data; (b)
your access to or use of the Platform; or (c) your violation of the Client TOU,
any law or regulation, or any rights (including intellectual property rights)
of another party.
(a)
YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED
ON AN AS IS AND AS AVAILABLE BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, THE TELEVET PARTIES EXPRESSLY DISCLAIM: (i) ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE,
COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT; AND (ii) ANY LOSS, DAMAGE OR OTHER LIABILITY ARISING FROM OR
RELATING TO ANY ACT OR OMISSION OF A VET CLINIC (INCLUDING ANY VET SERVICES), EXTERNAL
MATERIALS, THIRD-PARTY COMPONENTS OR THIRD-PARTY MERCHANTS, OR ANY OTHER
PRODUCTS OR SERVICES NOT PROVIDED BY TELEVET.
(b)
THE TELEVET PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE
PLATFORM WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE PLATFORM WILL BE
UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY
RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE PLATFORM WILL BE
ACCURATE, RELIABLE, CURRENT OR COMPLETE.
17.
LIMITATION OF LIABILITY
(a)
THE TELEVET PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR COST OF
COVER, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES, INCLUDING DAMAGES ARISING FROM OR RELATING TO ANY TYPE OR MANNER OF
COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF THE TELEVET PARTIES HAD ACTUAL
OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL THE TELEVET PARTIES
TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE CLIENT
TOU OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE PLATFORM
EXCEED THE GREATER OF $100 OR THE AMOUNT PAID BY YOU TO TELEVET FOR ACCESS TO
OR USE OF THE PLATFORM (EXCLUSIVE OF ANY AMOUNTS DIRECTED TO VET CLINICS FOR
VETERINARY SERVICES) WITHIN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON
WHICH THE APPLICABLE CLAIM AROSE.
(b)
THE TELEVET PARTIES DISCLAIM ANY LIABILITY ARISING FROM YOUR
INTERACTIONS WITH A VET CLINIC AND ANY ACT OR OMISSION OF A VET CLINIC,
INCLUDING ANY LIABILITY ARISING FROM VET SERVICES OR ANY CONTRACT OR PAYMENT
FOR SUCH SERVICES. YOU ASSUME SOLE RESPONSIBILITY FOR ASSESSING THE
QUALIFICATIONS OF THE VET CLINIC AND THE QUALITY AND EFFICACY OF ANY VET
SERVICES.
(c)
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES 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.
(b)
Upon termination of the Client TOU for any reason: (i) you must
immediately uninstall any installed components of the Platform (including
Mobile Apps) and cease using the Platform; (ii) TeleVet may remove and discard Your
Data and delete your user account; (iii) any provision that, by its terms, is
intended to survive the termination of the Client TOU will survive such
termination; and (iv) all rights granted to you under the Client TOU will
immediately terminate, but all other provisions will survive termination.
19.
Governing Law
The Client TOU will be governed by and construed and
enforced in accordance with the United States Federal Arbitration Act, other
applicable federal laws, and the laws of the State of Texas, without regard to
conflict of laws principles. The United Nations Convention on Contracts for the
International Sale of Goods is specifically excluded from application to the Client
TOU.
(a)
ALL CLAIMS (DEFINED IN SECTION 1(b)) WILL BE RESOLVED BY BINDING
ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL
CLAIMS COURT (DEFINED FOR THE PURPOSES OF THE CLIENT TOU AS A COURT OF LIMITED
JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE
WITHIN THE COURTS JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND
COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
(b)
The arbitration will be conducted by the American Arbitration
Association (AAA) under its then-applicable Commercial Arbitration Rules or, as
appropriate, its Consumer Arbitration Rules. The AAAs rules are available at http://www.adr.org/. The arbitrator will, among
other things, have the power to rule on his or her own jurisdiction, including
any objections with respect to the existence, scope, or validity of the
arbitration agreement or to the arbitrability of any Claims. Payment of all
filing, administration and arbitrator fees will be governed by the AAAs rules.
The arbitration will be conducted in the English language by a single
independent and neutral arbitrator. For any hearing conducted in person as part
of the arbitration, such hearing will be conducted in Austin, Texas or, if the
Consumer Arbitration Rules apply, another location reasonably convenient to
both parties with due consideration of their ability to travel and other
pertinent circumstances, as determined by the arbitrator. The decision of the
arbitrator on all matters relating to the Claim will be final and binding.
Judgment on the arbitral award may be entered in any court of competent
jurisdiction.
(c)
YOU AND TELEVET EACH: (i) AGREES THAT ALL CLAIMS (DEFINED IN SECTION 1(b)) WILL BE RESOLVED ONLY ON
AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE,
CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS;
AND (ii) EXPRESSLY WAIVES ANY RIGHT TO HAVE A CLAIM DETERMINED OR RESOLVED ON A
CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE BASIS. IF FOR ANY REASON THE
PROVISIONS OF THE PRECEDING SENTENCE ARE HELD TO BE INVALID OR UNENFORCEABLE IN
A CASE IN WHICH CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE CLAIMS HAVE
BEEN ASSERTED, THE PROVISIONS OF THIS SECTION 20 REQUIRING BINDING ARBITRATION WILL
LIKEWISE BE UNENFORCEABLE AND NULL AND VOID. IF FOR ANY REASON A CLAIM PROCEEDS
IN COURT RATHER THAN IN ARBITRATION, YOU AND TELEVET EACH WAIVES ANY RIGHT TO A
JURY TRIAL AND AGREE THAT SUCH CLAIM WILL BE BROUGHT ONLY IN A COURT OF
COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL
JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF
VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY
SUCH CLAIM.
(d)
Notwithstanding anything to the contrary, you and TeleVet may seek
injunctive relief and any other equitable remedies from any court of competent
jurisdiction to protect our intellectual property rights, whether in aid of,
pending or independently of the resolution of any dispute pursuant to the
arbitration procedures set forth in this Section 20.
(e)
If TeleVet implements any material change to this Section 20, such change will not apply to any Claim
for which you provided written notice to TeleVet
before the implementation of the change.
21.
Legal Compliance
You represent and warrant that you are not: (a) located in
a country that is subject to a United States Government embargo or designated
by the United States Government as a terrorist supporting country; and (b)
listed on any United States Government list of prohibited or restricted
parties, including the Specially Designated Nationals List.
You agree that, except for the TeleVet Parties and Apple
(as set forth in Section 6), there are no third-party beneficiaries to the Client
TOU.
23.
California Users And Residents
In accordance with California Civil Code 1789.3, you may
report complaints to the Complaint Assistance Unit of the Division of Consumer
Services of the California Department of Consumer Affairs by contacting such
unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834,
by telephone at (800) 952-5210, or as otherwise set forth at https://www.dca.ca.gov/about_us/contactus.shtml
(or a successful URL).
24.
GENERAL PROVISIONS
The Client TOU (together with the Additional Terms)
constitutes the entire agreement between you and TeleVet concerning your access
to and use of the Platform. It supersedes all prior and contemporaneous oral or
written negotiations and agreements between you and TeleVet with respect to
such subject matter. In the event of any conflict between the Client TOU and
any Additional Terms, the Client TOU will take precedence and govern. The Client
TOU may not be amended by you except in a writing executed by you and an
authorized representative of TeleVet. For the purposes of the Client TOU, the
words such as, include, includes and including will be deemed to be
followed by the words without limitation. You may not assign or delegate any
right or obligation under the Client TOU without the prior written consent of TeleVet.
TeleVet may assign or delegate any right or obligation under the Client TOU
without your consent. The failure of TeleVet to exercise or enforce any right
or provision of the Client TOU will not constitute a waiver of such right or
provision. If any provision of the Client TOU is held to be invalid or
unenforceable under applicable law, then such provision will be construed,
limited, modified or, if necessary, severed to the extent necessary to
eliminate its invalidity or unenforceability, without in any way affecting the
remaining parts of the Client TOU. Any prevention of or delay in performance by
TeleVet hereunder due to any act of god, fire, casualty, flood, war, terrorism,
strike, lockout, labor dispute, failure of public utilities, act or order of
any governmental entity, epidemic, pandemic, public health crisis, destruction
of production facilities, insurrection or any other cause beyond TeleVets
reasonable control will excuse the performance of its obligations for a period
equal to the duration of any such prevention or delay.