End User License Agreement

This is our contract with you – our commitment as a service provider and your obligations as a user
 

VetDB is a software solution which aims to automate workflow for busy vets. It integrates with practice information management systems, captures and records vaccination data, assists with informing vaccine schedules, helps to eliminate the need for the manual filling of forms, provides owners with easy access to their animal vaccination records and more.

1. Acceptance + Term

1.1 VetDB Pty Ltd ABN 66 633 636 343 (we, us or our), provide the Services which are accessible at https://www.vetdb.com/, via our mobile applications (App) and may also be available through other addresses and channels (together, the Site).

1.2 This end user licence agreement (EULA):

(a) is between us and you, together the Parties and each a Party;

(b) sets out the terms and conditions upon which we agree to grant you a right to use the Services; and

(c) is binding on you on and from the date on which you accept this EULA (Effective Date) until the date on which your Login and this EULA are terminated in accordance with clause 16. (Term).

1.3 You are an Authorised User of the primary account holder for the Services (Account Holder) and your access to the Services is also governed by the terms and conditions accepted by the Account Holder (Terms and Conditions).

1.4 You accept this EULA by clicking a box indicating your acceptance of this EULA.

1.5 If you access or download our App from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service; or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.

2 Your Login

2.1 You must create a login on our SaaS Services (Login) in order for you to access and use the SaaS Services. You may use your Login to access one or more Account Holder accounts for the SaaS Services (Account). Access to Accounts depends on the access permissions granted to you, as set out in clause 2.4.

2.2 You must ensure that any information you provide for your Login is complete and accurate and you are authorised to provide this information.

2.3 It is your responsibility to keep your Login details confidential. You are responsible for all activity on your Login and for ensuring that any activities on your Login comply with this EULA.

2.4 An Account Holder may designate your access to their Account as a Practice Manager, Vet Surgeon, Vet Nurse or Receptionist. The type of access privileges you are designated will affect your access permissions for the Services and the verification requirements. You understand that your access privileges are set by the Account Holder or Practice Manager, that you may only be able to access certain parts of the SaaS Services within the Account and that we are not responsible for managing these permissions.

2.5 Practice Managers will be able to make changes to and manage the Account, modify the access privileges of other Authorised Users and invite and remove Authorised Users from accessing the Account. All Practice Managers will be deemed to be an authorised representative of the Account Holder for the purpose of making any decisions about the Account and those decisions will be deemed binding on the Account Holder.

2.6 You agree that if you are appointed as a Practice Manager, your continued use of the SaaS Services will be deemed as your acceptance of any terms that relate to a Practice Manager, you will become responsible for the Account as set out in this EULA. If you do not agree to your appointment as a Practice Manager, you must notify us and the Account Holder immediately.

2.7 The creation of your Login may be subject to verification requirements (i.e. if you are a Vet Surgeon). Where we carry out a verification process, we may request additional information, including evidence of your identity, qualifications, certifications, licences and registrations (Verification). If you do not provide us with the information we reasonably request, we may terminate your Login. If you provide us with any information which indicates you are not a fit and proper person to be provided with a Login, we may refuse to provide you with a Login, in our sole discretion. You acknowledge and agree that:

(a) we may use, contact, connect or otherwise liaise with a third party verification service to assist us with Verification and/or to otherwise validate your Login (Third Party Verification Service); and

(b) the Third Party Verification Service may require you to provide and may provide us with your Personal Information (including sensitive information), and you consent to providing this information and to us receiving and using this information to enable us to perform the Verification and/or to otherwise validate your Login.

3. Licence

3.1 In consideration for you entering into this EULA and your compliance with this EULA, we grant you a non-exclusive, non-transferable, non-sublicensable, personal and revocable licence to access and use the SaaS Services for the Accounts you have been granted access to (while such access remains) and solely for your internal business purposes, as contemplated by this EULA (Licence).

4. Conduct we don’t accept

4.1 You must not access or use the SaaS Services except as permitted by the Licence and you must not (and must not permit any other person to) use the Services in any way which is in breach of any applicable Laws or which infringes any person's rights, including Intellectual Property Rights, including to;

(a) use the Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;

(b) use the Services in any way that damages, interferes with or interrupts the supply of the Services;

(c) introduce malicious programs into our hardware and software or Systems, including viruses, ransomware, malware, trojan horses and e-mail bombs;

(d) reveal or allow others access to your Login password or authentication details or allow others to use your Login or authentication details (other than the Account Holder);

(e) carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);

(f) use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Services;

(g) if applicable, send any form of spam or harassment via email, or any other form of messaging, whether through language, frequency, or size of messages, or use the Services in breach of any person’s privacy;

(h) circumvent user authentication or security of any of our Services, networks, accounts or hosts or those of our other users;

(i) copy, modify, adapt, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile the SaaS Services (or any part of the Services) or otherwise attempt to discover any part of the source code of the SaaS Services;

(j) use any unauthorised, modified version of the Services, including (without limitation) for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the SaaS Services;

(k) use the Services in a manner that is contrary to any Laws or in violation of any Intellectual Property Rights or privacy rights;

(l) publish, post, upload or otherwise transmit data that contains any viruses, trojan horses, worms, time bombs, malware, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with information or property of any person;

(m) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Services;

(n) unless authorised under this EULA, use the Services in a web-enabled form for the purposes of third-party analysis or view via the internet or other external network access method;

(o) make any representations or warranties to any third parties that could be construed as being representations or warranties from us in relation to the Services or any other matter;

(p) use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing; or

(q) do any other thing in relation to the Services which is specifically prohibited by us, whether by verbal instruction or direction, or in writing.

5. IT Support Services

5.1 During the Term, we will provide you technical IT support services for the SaaS Services via telephone, or as otherwise agreed between the Parties, provided that where IT support is required, you make a request through the SaaS Services (or via email if the SaaS Services cannot be accessed) and you assist us in investigating and ascertaining the cause of the fault and provide us with access to all reasonably necessary information relevant to the fault (including what you have done in relation to the fault).

6. Secondary Tool

6.1 You understand and agree that:

(a) we do not engage in the practice of veterinary medicine;

(b) we do not provide a registry for microchipped Animals;

(c) we do not provide a record storage system;

(d) the SaaS Services are a secondary tool only, are provided for your convenience only, and are not a substitute for:

(1) a registry service for the purposes of storing information about Animals implanted with microchips;

(2) professional judgment of veterinary providers in diagnosing and treating Animals; or

(3) your standard record keeping practices including your collection and completion of veterinary medical records which should continue as normal on your Account Holder’s third party medical records system, whether electronic or paper based (i.e. adding clinical complaints, examination findings, diagnostic test results, conclusions to the Animal’s record).

6.2 It is solely your responsibility to review all Animal Data before relying on or signing off on such Animal Data. You agree to develop and maintain an internal review process for the review of the all Animal Data generated or received via the SaaS Services.

6.3 The accuracy of any Animal Data will be affected by your compliance with our instructions and any user manual (or similar) provided by us to you, from time to time. If you do not input information in accordance with our instructions, and any user manual (or similar) provided by us to you, to the maximum extent permitted by law, we do not assume any Liability, and you waive and release us from, any Liability, for the accuracy, completeness or usefulness of any Animal Data, or your reliance on any Animal Data.

6.4 Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with your performance of any veterinary services, including your use of the SaaS Services in the process of the diagnosis or treatment of any Animal.

7. Third Party Inputs + Third Party Vendors

7.1 You agree that the Services may include Third Party Inputs selected by us (i.e. our third party data hosting provider) or Third Party Vendors as instructed by the Account Holder (i.e. the Account Holder’s practice information management system) that interface, or interoperate, with the Services, including third party software or services and that the provision of the Services may be contingent on, limited to, or impacted by.

7.2 You must comply with our instructions and directions, whether written or verbal, in relation to use of any Third Party Inputs. Where we provide you with any terms and conditions for use of these Third Party Inputs, you agree that you will comply with these and are liable for any Liability that we incur as a result of any non-compliance by you.

7.3 To the extent that your Account Holder chooses to use any Third Party Vendors in conjunction with the Services, you are responsible for your compliance with the licensing obligations of those Third Party Vendors.

7.4 You agree that the benefit of any Third Party Vendor’s interface, or interoperation with, the Services, is subject to your compliance with clause 7.3 and that we have no Liability to you (including for any loss of access to data or corruption of data) if any Third Party Vendor withdraws your access to their services or withdraws their services from integration with our Services.

7.5 Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with your use of any Third Party Vendors.

7.6 Despite anything to the contrary:

(a) you agree that if the Account Holder instructs us to integrate the Services with the Third Party Vendor Covetrus Software Services Pty Ltd (ABN 89 094 621 557) (Covetrus), Covetrus shall not be liable (including, but not limited to, for any direct, indirect, special, punitive, incidental or consequential damages or losses) to you for any reason with respect of the use of Account Holder Data;

(b) acknowledge that Covetrus expressly disclaims any warranties to you with respect to Account Holder Data extracted; and

(c) you agree that you shall not make any claims against Covetrus. These limitations, disclaimers, exclusions and agreements in favor of Covetrus set forth in this clause 7.6 will be held in trust by us for, and enure to the benefit of, Covetrus and will be binding on you.

8. Intellectual Property Rights + Data

8.1 This clause 8 will survive the expiry or termination of this EULA.

8.2 Animal Data means any data about an Animal or an Animal Owner:

(a) made available to you via the SaaS Services (i.e. you access data about an Animal’s previous vaccinations); or

(b) generated by the SaaS Services (i.e. information is pre-populated in a form based on the scanning of an Animal’s microchip);

or

(c) input by you into the SaaS Services as raw data (i.e. you input the Animal Owner’s name and address, the species of the Animal).

8.3 Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

8.4 Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including the Intellectual Property and Services) that we may provide to you under this EULA, and which may contain material which is owned by or licensed to us, and is protected by Australian and international laws. For the avoidance of doubt:

(a) Our Materials includes any information and content made available to you as part of the Services, including in any forms or prepopulated fields, any representations of Animal Data created by or on behalf of us or our Personnel and any and all resources (including templates) made available to you by us; and

(b) Animal Data, Account Holder Materials and Account Holder Data do not form part of Our Materials.

8.5 Account Holder Data means in relation to the relevant Account, the information and data inputted, transmitted or exported by you, the Account Holder’s Personnel, Authorised Users or Third Party Vendors into the Services (i.e. data transmitted from the Account Holder’s practice information management system on the Account Holder’s instructions into our SaaS Services via an application programming interface, but excluding Animal Data) or stored by the SaaS Services or generated by the SaaS Services as a result use of the SaaS Services via the relevant Account (i.e. data about how often you log in to the SaaS Services and how many vaccinations you have processed through the SaaS Services). For the avoidance of doubt, Animal Data, Our Materials and Account Holder Materials do not form part of Account Holder Data.

8.6 Account Holder Materials means all work, designs and logos, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of the Account Holder or its Personnel (including you) before the Effective Date and/or developed by or on behalf of the Account Holder or its Personnel independently of this EULA and the Terms and Conditions. For the avoidance of doubt, Animal Data, Account Holder Data and Our Materials do not form part of Account Holder Materials.

8.7 The Parties agree that nothing in this EULA constitutes a transfer or assignment of any Intellectual Property Rights.

Our Intellectual Property Rights

8.8 You agree that we (or the relevant third party) owns all Intellectual Property Rights in:

(a) Our Materials;

(b) New Materials or Improvements;

(c) Analytics; and

(d) any Feedback, (collectively, Our Intellectual Property Rights) and Our Intellectual Property Rights will at all times vest, or remain vested, in us (or, if applicable, our third-party service providers). To the extent that ownership of Our Intellectual Property Rights does not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.

8.9 In the use of any of Our Intellectual Property Rights in connection with this EULA, you agree that you must not commit any Intellectual Property Breach.

8.10 You also agree that we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback.

Account Holder Materials

8.11 The Account Holder owns all Intellectual Property Rights in Account Holder Materials.

8.12 If you have any Moral Rights in any material provided, used or prepared in connection with this EULA, you agree to consent to our use or infringement of those Moral Rights.

Account Holder Data

8.13 All Account Holder Data is and remains the Account Holder’s property and the Account Holder retains any and all rights, title and interest in and to the Account Holder Data, including all copies, modifications, extensions and derivative works.

8.14 You acknowledge and agree that you must, at all times, ensure that your collection and use of Account Holder Data is compliant with all Laws.

8.15 You represent and warrant that you have obtained all necessary rights, releases and permissions to provide all of the Account Holder Data you provide to us (or direct us to extract for you) and to grant the rights granted to us in this EULA.

8.16 We may at any time remove any part of Account Holder Data if we reasonably consider that it does not comply with this EULA or the Terms and Conditions.

9. Privacy Obligations + Communication

Our Privacy Obligations

9.1 We agree to handle any Personal Information you provide to us, solely for the purposes set out in this EULA and the Terms and Conditions and in accordance with all Privacy Laws and our Privacy Policy.

9.2 We agree to use reasonable commercial endeavours to implement and maintain industry standard physical, technical and organisational security measures designed to protect Personal Information from unauthorised access, destruction, use, modification, or disclosure.

9.3 We agree to back-up Account Holder Data and, where available, provide the Account Holder with access to Account Holder Data throughout the Term and for any storage period thereafter. Despite this clause 9.3, you acknowledge and agree that we do not provide a data storage service and we cannot guarantee that Account Holder Data or Animal Data will be available at all times or that any Third Party Input which we use for back-up purposes will not fail. Any back-up or storage services are provided solely for your convenience and it is your responsibility and that of the Account Holder to ensure the ongoing secure storage of Account Holder Data and as applicable Animal Data, as set out in clause 6.1(d)(3) and 9.7(d).

9.4 Despite anything to the contrary, we may monitor, analyse and compile statistical and performance information based on and/or related to Account Holder Data, Animal Data and your use of the Services for our own business purposes (being any purpose we see fit), in an aggregated and anonymised format, such that it is no longer about an identifiable individual and there is no reasonable likelihood of identification of an individual (Analytics).

Communication

9.5 We may contact you with functional notifications via the SaaS Services using in-platform notifications or via-off platform communication channels, such as email.

9.6 You acknowledge and agree that we may also send marketing and promotional material which may be of interest to you, using your contact details. You may opt out of receiving direct marketing messages at any time. Where you opt-out we will continue to send you functional communications relevant to your use of the Services.

Your Privacy Obligations

9.7 You must:

(a) ensure that you comply with all Privacy Laws applicable to all Personal Information collected, used, stored or otherwise dealt with under or in connection with this EULA;

(b) not use or exploit Animal Data for purposes other than as necessary and legally permitted for your business purposes and or as expressly stated in this EULA (including that you must not on-sell Animal Data to third parties);

(c) use reasonable commercial endeavours to protect Animal Data from unauthorised access, destruction, use, modification, or disclosure;

(d) keep and maintain all records in accordance with and in the manner prescribed by any Laws (including Privacy Laws) and the requirements of any relevant veterinary professional bodies;

(e) ensure that you are legally permitted to disclose any Account Holder Data and Animal Data (including any Personal Information) from any Third Party Vendor to us and you consent to us retrieving Account Holder Data and Animal Data from any Third Party Vendor nominated by you (or the Account Holder) for use by us in accordance with this EULA;

(f) only disclose Personal Information in your possession or control to us (i.e. of Animal Owners) and direct us to perform any Services in relation to such Personal Information, if:

(1) it is reasonably necessary for one or more of the Account Holder’s activities or functions;

(2) you are authorised by Privacy Laws to collect the Personal Information and to use or disclose it in the manner required by this EULA; and

(3) you have informed the individual to whom the Personal Information relates, that you will disclose the Personal Information to us and to the extent possible, you have made the individual aware of our privacy collection notice (located here www.vetdb.com/legal/privacy-policy).

9.8 If requested by us, you agree to promptly provide us with sufficient evidence for us to confirm your compliance with clause 9.7.

9.9 You must not input or disclose any Personal Information to us if you have not complied with your obligations in this clause 9.

9.10 You must not do anything which will cause us to violate or infringe any applicable Privacy Laws.

9.11 Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with your breach of this clause 9.

9.12 This clause 9 will survive the expiry or termination of this EULA

10. Security Incidents

10.1 If you become aware of, or have a real suspicion that, unauthorised access to, or unauthorised disclosure of, Animal Data or Account Holder Data has occurred (each a Security Incident) which may impact on the Account Holder or us, you must promptly notify the Account Holder and us.

10.2 You agree that we may suspend the Services, without Liability to you, where a Security Incident has or may have occurred and this is considered necessary or prudent (as determined by us, in our sole discretion) to address or deal with the Security Incident.

10.3 This clause 10 will survive the expiry or termination of this EULA.

11. Confidential Information

11.1 Each Receiving Party agrees:

(a) not to disclose the Confidential Information of the Disclosing Party to any third party;

(b) to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure;

and

(c) to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.

11.2 The obligations in clause 11.1 do not apply to Confidential Information that:

(a) is required to be disclosed in order for the Parties to comply with their obligations under this EULA;

(b) is authorised to be disclosed by the Disclosing Party;

(c) is in the public domain and/or is no longer confidential, except as a result of a breach of this EULA; or

(d) must be disclosed by Law or by a regulatory authority, including under subpoena.

11.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 11. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 11.

11.4 This clause 11 will survive the expiry or termination of this EULA.

12. Your Obligations

12.1 You agree:

(a) to comply with this EULA, our reasonable requests or requirements, and all applicable Laws;

(b) to provide all assistance, information, documentation, access, facilities, authorities, consents, licences and permissions reasonably necessary to enable us to comply with our obligations under this EULA or at Law, in a timely manner;

(c) we do not make any warranty or representation in respect of Third Party Inputs or Third Party Vendors;

(d) any representation, warranty or thing made or done by us (unless expressly stipulated in this EULA) is not to be inferred, incorporated or implied into this EULA;

(e) the provision of the Services may be contingent on, or impacted by, Third Party Inputs and/or Third party Vendors; and

(f) we are not responsible for the integrity or existence of any data on the Computing Environment, network or any device controlled by you, the Account Holder or any Third Party Vendor.

12.2 You represent, warrant and agree that:

(a) you have the legal capacity to enter into a legally binding agreement;

(b) there are no legal restrictions preventing you from entering into this EULA;

(c) all information and documentation that you provide to us in connection with this EULA is true, correct and complete and that we will rely on such information and documentation in order to provide the Services;

(d) you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless such purposes are expressly stipulated in this EULA;

(e) you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to perform the Services and as otherwise requested by us, from time to time, and in a timely manner;

(f) any information, advice, material, work and services (including the Services and any reports produced as part of these Services) provided by us under this EULA does not constitute legal, financial, due diligence or risk management advice and is relied on at your own risk;

(g) you will inform us if you have reasonable concerns relating to our provision of the Services under this EULA, with the aim that the Parties will use all reasonable efforts to resolve these concerns; (h) you have reviewed this EULA, including our Privacy Policy, and you understand them and will use the Services in accordance with them;

(i) you have all hardware, software and services which are necessary to access and use the Services (other than those required to be provided by us under this EULA); and

(j) you are suitably qualified and have all required licences, accreditations, registrations, licences and certifications to provide any veterinary services you provide (i.e. as a Vet Surgeon or Vet Nurse).

(k) This clause 12 will survive expiry or termination of this EULA.

13. Australian Consumer Law

13.1 Certain legislation, including the ACL, and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of our services which cannot be excluded, restricted or modified (Statutory Rights).

13.2 If the ACL applies to you as a consumer, nothing in this EULA excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and this EULA.

13.3 Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or any other basis.

13.4 This clause 13 will survive expiry or termination of this EULA.

14. Limitations on Liability

14.1 Despite anything to the contrary and to the maximum extent permitted by law:

(a) we will not be liable for any Consequential Loss;

(b) a Party’s liability for any Liability under this EULA will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or its Personnel (if any)), including any failure to mitigate that Liability;

and

(c) our aggregate liability for any Liability arising from or in connection with this EULA will be limited to $100.

14.2 This clause 14 will survive expiry or termination of this EULA.

15. Exclusions to Liability

15.1 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability, to the extent caused or contributed to by, arising from or connected with:

(a) loss of, or damage to, any property or any injury to or loss to any person;

(b) the Computing Environment;

(c) any reliance on the Services by you, including for the purposes of complying with any obligations on you (including under any Laws);

(d) our reliance on or use of any information or documentation provided by you;

(e) any amendments or alterations to the Services by you, the Account Holder or any third party;

(f) any delay or failure by you to provide any permissions, information or documentation necessary to allow us to provide the Services;

(g) your acts or omissions;

(h) any use or application of the Services by a person or entity other than you, or other than as reasonably contemplated by this EULA;

(i) any work, services, goods, materials or items which do not form part of the Services (as expressed in this EULA), or which have not been provided by us;

(j) any Third Party Inputs or Third Party Vendors;

(k) the Services being unavailable, or any delay in us providing the Services to you, for whatever reason; and/or

(l) any event outside of our reasonable control.

15.2 This clause 15 will survive expiry or termination of this EULA.

16. Termination

Suspension

16.1 We may suspend your Login with notice to you if:

(a) we reasonably consider that your continued use of the Services may result in harm to the Services, other customers or third

parties;

(b) we reasonably consider that you are in breach of any Laws; or

(c) we are required to do so by Law.

Your termination

16.2 You may terminate this EULA at any time by emailing our support staff or submitting a support ticket with us asking to terminate your Login and/or this EULA.

16.3 If you make a request in accordance with clause 16.2, this EULA will terminate, your Login will be archived and you will not be able to access or use the Services.

Account Holder termination

16.4 An Account Holder may terminate your access to their Account at any time at their sole discretion.

16.5 If your Account Holder’s Account is suspended or terminated we will also suspend your access to the Account Holder’s Account.

16.6 In the event of clause 16.4 or 16.5, your Login will remain active and you may still access and use the SaaS Services for any other Accounts you have an active user permission for.

Our termination

16.7 If we reasonably believe you are misusing the Services or otherwise in breach of this EULA, we may immediately terminate your Login and this EULA with notice to you.

16.8 If we terminate this EULA in accordance with clause 16.7, your Login will be archived and you will not be able to access or use the Services.

General

16.9 Termination of this EULA will not affect any rights or liabilities that a Party has accrued under it.

16.10 This clause 16 will survive the expiry or termination of this EULA.

17. Extra Apple Terms

17.1 To the extent that you are using or accessing our App on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that this EULA is between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the App and any content available on the App.

17.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our App.

17.3 If our App fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

17.4 Apple is not responsible for addressing any claims by you or any third party relating to our App or your use of our App, including but not limited to product liability claims; any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and claims arising under consumer protection or similar legislation.

17.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our App infringes that third party’s intellectual property rights.

17.6 You agree to comply with any applicable third-party terms when using our App including any Usage Rules set forth in the Apple App

Store Agreement of Service.

17.7 Apple and Apple’s subsidiaries are third-party beneficiaries of this EULA, and upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third-party beneficiary of this EULA.

17.8 You hereby represent and warrant that:

(a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S.

Government as a "terrorist supporting" country; and

(b) you are not listed on any U.S. Government list of prohibited or restricted parties.

18. General

18.1 Changes to this EULA: We may update this EULA at any time with notice to you via an in-platform notification or via email. If you do not agree with any amendment you may terminate this EULA in accordance with clause 16.2.

18.2 Assignment: You consent to us, at any time, assigning or novating this EULA (or part thereof, including any of our rights or obligations under this EULA) by providing prior notice to you of such assignment or novation. You must not assign or deal with the whole or any of your rights or obligations under this EULA without our prior written consent (such consent is not to be unreasonably withheld).

18.3 How will issues be dealt with? If any dispute or claim (including any question regarding its existence, validity or termination) arises out of or in connection with this EULA (Dispute), either Party may issue a notice to the other Party outlining the dispute or claim (Notice of Dispute). Within 14 days of a Notice of Dispute, representatives of the Parties (authorised to resolve the Dispute) must meet in good faith to resolve the Dispute by negotiation or such other means as they mutually agree. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of Western Australia to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause 18.3 will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

18.4 Entire agreement: This EULA contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

18.5 Force Majeure: We will not be liable for any delay or failure to perform our obligations under this EULA if such delay or failure is due to any circumstance beyond our reasonable control (including but not limited to terrorism, war, flood, fire, earthquake, storm, epidemic, pandemic, COVID-19 or Government sanctioned restrictions and orders, whether known or unknown at the time of entering into this EULA) (Force Majeure Event).

18.6 Further assurance: You agree to promptly do all things and execute all further instruments necessary to give full force and effect to this EULA and your obligations under it.

18.7 Governing law: This EULA is governed by the laws of Western Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Western Australia and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

18.8 Notices: Any notice given under this EULA must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 3 Business Days in the case of post, or at the time of transmission in the case of transmission by email on a Business Day, or on the next Business Day in the case of transmission by email not on a Business Day.

18.9 Relationship of Parties: This EULA is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

18.10 Severance: If a provision of this EULA is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this EULA without affecting the validity or enforceability of the remainder of that provision or the other provisions.

19. Definitions

19.1 In this EULA, unless the context otherwise requires, capitalised terms have the meanings given to them in this EULA, and:

Account Holder Data has the meaning given in clause 8.5;

Account Holder Materials has the meaning given in clause 8.6;

Analytics has the meaning given in clause 9.4;

Animal means any non-human animal;

Animal Data has the meaning given in clause 8.2;

Animal Owner means a person by whom an Animal is ordinarily kept or the person who is the current registered owner of the Animal according to a local government register or a registered or licensed Animal registry service under the applicable Law;

Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time;

Authorised User means a user permitted to access and use the Services under the Account Holder’s Account;

Business Day means a day on which banks are open for general bank business in Western Australia, excluding Saturdays, Sundays and public holidays;

Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems;

Confidential Information includes information which:

(a) is disclosed to the Receiving Party in connection with this EULA at any time;

(b) is prepared or produced under or in connection with this EULA at any time;

(c) relates to the Disclosing Party’s business, assets or affairs; or

(d) relates to the subject matter of, the terms of and/or any transactions contemplated by this EULA,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information;

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;

Disclosing Party means the Party disclosing Confidential Information to the Receiving Party;

Feedback means any idea, suggestion, recommendation or request by you, whether made verbally, in writing, directly or indirectly, in connection with the Services;

Go-Live Date means the date on which the SaaS Services are ready to be accessed via the Account Holder’s Account, as determined by us;

Implementation Assistance means assistance provided to the Account Holder prior to the Go-Live Date to help the Account Holder access and use the SaaS Services, including setting up the Account Holder’s integrations with Third Party Vendors and providing training where requested by the Account Holder and agreed by us;

Improvements means any development, modification, adaptation or improvement of Our Materials or any New Materials made by or on behalf of us or the Account Holder (or any of their respective Personnel (including you)), or in respect of which Intellectual Property Rights are acquired by, either us or the Account Holder (or any of their respective Personnel (including you)), during the Term;

Intellectual Property means any copyright, registered and unregistered trade marks, designs (whether or not registered or registrable), domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing;

Intellectual Property Breach means any breach by you of any of Our Intellectual Property Rights (or any breaches of third-party rights including any Intellectual Property Rights of third parties), including, but not limited, to you:

(a) copying, altering, enhancing, adapting or modifying any of Our Intellectual Property;

(b) creating derivative works from Our Intellectual Property;

(c) providing or disclosing Our Intellectual Property to, or allowing Our Intellectual Property to be used by, any third party;

(d) assigning or transferring any of Our Intellectual Property Rights or granting sublicenses of any of Our Intellectual Property Rights, except as expressly permitted in this EULA;

(e) reverse engineering or decompiling any of Our Intellectual Property Rights, except where permitted by Law; or using or exploiting Our Intellectual Property for purposes other than as expressly stated in this EULA (including, without limitation, using Our Intellectual Property for commercial purposes or on-selling Our Intellectual Property to third parties);

Intellectual Property Rights has the meaning give in clause 8.3;

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with this EULA, the Account Holder or the provision of the Services, and includes Privacy Laws;

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or the Account Holder or a Party to this EULA or otherwise;

Login has the meaning given in clause 2.1;

Moral Rights has the meaning given in the Copyright Act 1968 (Cth);

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or the Account Holder (or any of their respective Personnel (including you))in connection with this EULA and the Services (including any machine learning algorithms output from the Services but excluding Animal Data, Account Holder Data and Account Holder Materials), whether before or after the date of this EULA;

Our Materials has the meaning given in clause 8.4;

Personal Information is defined in the Privacy Act and also includes any similar term as defined in any other applicable Privacy Laws;

Personnel means, in respect of us or an Account Holder, that party’s employees, consultants, suppliers, subcontractors or agents and in respect of the Account Holder, its Authorised Users;

Privacy Act means the Privacy Act 1988 (Cth);

Privacy Laws means the Privacy Act and Australian Privacy Principles as set out in that Act and any other applicable Australian legislation or privacy guidelines;

Privacy Policy means the privacy policy set out on our Site, at https://www.vetdb.com/legal/privacy-policy/;

Receiving Party means the Party receiving Confidential Information from the Disclosing Party;

SaaS Services means our Software as a service as further described on our Site Services means the:

(a) Implementation Assistance;

(b) SaaS Services;

(c) any IT support services (as described in clause 5);

(d) any additional services added by us throughout the Term; and

(e) any additional services requested by the Account Holder throughout the Term and agreed to by us;

Software means our cloud-based software, including all instructions in hard copy or electronic form and any update, modification or release of any part of that software as described on our Site;

Statutory Rights has the meaning given in clause 13.1;

System means all hardware, software, networks and other IT systems used by a Party (or the Account Holder) from time to time, including a network;

Third Party Inputs means third parties or any goods and services provided by third parties selected by us, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Services may be contingent on, or impacted by; and

Third Party Vendor means any third party service provider with which the Account Holder has a direct relationship and instructs us to integrate, interface or interoperate with the Services.

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For any questions and notices, please contact us at:

VetDB Pty Ltd ABN 66 633 636 343

Address
Level 32/152 Saint Georges Terrace,
Perth, 6000, Western Australia
Australia

Email privacy[at]vetdb.com

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Last update: 15 April 2021