VetDB Software Terms of Service(for Veterinary Practices & Practitioners)
The Service (defined below) is provided by VetDB Pty Ltd (ABN 66 633 636 343) (VetDB, us, we, our). The term ‘You’ or ‘Your’:
(a) in the case of a Hospital or Clinic, refers to the legal entity which operates the Hospital or Clinic (Business User);
(b) in the case of a Veterinarian, refers to the individual person who holds a registration or license to practise as a veterinary surgeon under the applicable legislation in Australia (Vet User).
Generally speaking, the Service allows Vet Users to create digital vaccination certificates which are held by us and made available to primary care veterinarians (i.e. other Vet Users of the primary care hospital or clinic), Owners, and, when attending the animal, secondary care veterinarians. The Service is intended to be an alternative to the existing manual, paper-based vaccination certificate given to the Owner. The Service is not (and is not intended to be) a general “registry service” for the purposes of storing general information about animals implanted with microchips.
The digital vaccination certificate we create contains the Vaccination Data and is digitally signed by the Vet User who is the attending veterinarian. The Vaccination Data is hosted by VetDB permanently as part of the Service (also known as “VetDB”) and although we hold the digital certificates, the Vaccination Data (as defined below) they contain still remains the property of the relevant Vet User(s).
The Vaccination Data is accessible to the primary veterinarian through the Service at any time they are attending the animal and for 48 hours after a vaccination event. The Vaccination Data relating to a particular Owner is available to that Owner who subscribes to the Service, at any time. It will also be provided to any third party veterinarian who demonstrates they are attending the animal and may also be provided to boarding facilities, government veterinary officials and to others with whom you authorise us to share your Vaccination Data.
It is important to be aware that the data collected by the Service does not include the animal’s medical history (other than its vaccination history) and is not intended to be a substitute for your standard record keeping practices. Your existing collection and completion of veterinary medical records should continue as normal on your medical records system, whether electronic or paper based (e.g. adding clinical complaints, examination findings, diagnostic test results, conclusions to the patient’s record). The Vaccination Data we collect, however, may include some of the same information commonly found in all medical records and already collected by You, such as the animal’s name and identifying characteristics, the Owner’s name and contact phone number, etc.
The Service is not yet commercially available and is being provided to You on a pre-release basis for beta testing purposes only.
You would like to use the Service during the Pre-Release Term (defined below), and assist in shaping the Service by providing the Feedback (defined below), on the terms set out in this agreement.
By using or accessing the Service, You acknowledge that you have read, understood, and agree to be bound by this agreement which incorporates the Apple Terms and Conditions and/or the Android Terms and Conditions (as the case may be). If You do not agree to the terms of this agreement, You cannot use the Service.
1. Registration requirements
1.1. For a Vet User to become a registered user of the Service, You must:
1.1.1. be a registered or licensed veterinarian under the applicable legislation in the State or Territory where You are practising;
1.1.2. be capable of forming a legally binding contract;
1.1.3. create a Profile with a unique username and password or PIN-code;
1.1.4. in your Profile, provide your full name, e-mail address, mobile phone number, residential address and date of birth.
1.2. For a Business User to become a registered user of the Service, You must:
1.2.1. be an authorised representative, employee or contractor of a:
(i) a veterinary clinic, veterinary practice or veterinary hospital registered with or licensed by the relevant governing body for veterinarians in your State or Territory; or
(ii) an entity that provides veterinary services in accordance with a license or registration granted by the relevant governing body for veterinarians in your State or Territory;
1.2.2. be capable of forming a legally binding contract on behalf of the Clinic or Hospital;
1.2.3. create a business Profile with a unique username and password;
1.2.4. in your business Profile, provide the full name, e-mail address, business address and date of birth of the person(s) who will be responsible for using the Service and administering access to the Service on behalf of the Hospital or Clinic.
1.3. We reserve the right to:
1.3.1. request documentation from You to enable us to verify the information you provide in Your Profile is true and correct (including verifying your identity) before granting You access to the Service as a registered user;
1.3.2. not grant You access to the Service as a registered user if You do not provide the information requested by us pursuant to clause 1.3.1 or if we are otherwise unable to verify the information you provide to us to our satisfaction.
2.1. This agreement takes effect on the Commencement Date and remains in force for the Pre-Release Term, unless terminated earlier or extended in accordance with its terms.
Our obligations to provide the Service and Licence
3.1. We must make the Service available to You to access and use the Service and Our Materials during the Pre-Release Term and on the terms set out in this agreement.
3.2. Subject to Your compliance with the terms of this agreement, We grant to You the non-exclusive, non-transferrable, non-sublicensable right to use the Service and Our Materials during the Pre-Release Term.
Use and Access
3.3. You must:
3.3.1. not assign, sublicense, license, sell, lease, rent or otherwise make the Service or Our Materials available to third parties (other than Users) or use the Service to provide outsourced or bureau services to any third party;
3.3.2. ensure that any access to and use of the Service and Our Materials is solely for Your own business purposes; and
3.3.3. ensure that both You and Your personnel take all reasonable steps to safeguard access to the Service and Our Materials.
3.4. All rights not expressly granted to You under this agreement are reserved to Us.
3.5. You must not, and must ensure that, if applicable, Your Users do not:
3.5.1. copy, modify, translate, enhance or adapt the Service or Our Materials;
3.5.2. reverse engineer, disassemble, or decompile the Service or determine or attempt to determine any source code, algorithms, methods or techniques used or embodied in the Service or Our Materials;
3.5.3. distribute, sell, sublicense, rent, transfer or otherwise dispose of the Service or Our Materials;
3.5.4. exploit or use the Service or Our Materials otherwise than as permitted under this agreement, including providing the Service or Our Materials to a third party;
3.5.5. attempt to create any competitive product or any service which has features or functionality the same as or similar to the features and functionality of the Service or Our Materials or copy any features, functions, graphics or interfaces of the Service or Our Materials;
3.5.6. transmit any content, data or information that is unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libellous invasive of another’s privacy right or right of publicity, or racially or ethnically objectionable;
3.5.7. hack into or insert malicious code, including viruses, trojans, worms, logic bombs or other harmful or destructive code or data, into the Service or Our Materials or any operating system, including through password mining, phishing or other means;
3.5.8. use automated scripting tools or software in connection with the Service or Our Materials;
3.5.9. circumvent the structure, presentation or navigational function of the Service or Our Materials so as to obtain information that We have chosen not to make publicly available through the Service or Our Materials;
3.5.10. infringe the intellectual property rights of any person;
3.5.11. breach the confidence of or otherwise violate the legal rights (such as the rights of privacy) of others, including other Users and Owners;
3.5.12. transmit any unsolicited advertising, promotional materials (including in relation to any contest or pyramid scheme), surveys, chain letters or any other forms of solicitation, unless expressly authorised by Us;
3.5.13. interfere with or disrupt the software or systems used to host the Service our Materials, or other systems, equipment or networks connected to the Service or Our Materials;
3.5.14. remove any product identification, proprietary, copyright or other notices contained in the Service or Our Materials;
3.5.15. circumvent or disclose the user authentication or security of the Service or Our Materials; or
3.5.16. make any use of the Service or Our Materials that violates any applicable law or regulation.
Your responsibilities regarding access
3.6. You acknowledge and agree that:
3.6.1. You are solely responsible, at Your cost, for providing all equipment (e.g. smartphones, micro-chip readers), and facilities and connectivity, including web browser, and internet access or telecommunications services (for example, data stored on third party servers), necessary to use and access the Service and Our Materials (Your Systems);
3.6.2. You are solely responsible, at Your cost, for keeping Your Systems functional and working;
3.6.3. Our ability to provide the Service and Our Materials will be dependent on You complying with Your obligations to ensure that Your Systems are compatible with, and remain compatible with, the Service and Our Materials.
3.7. You agree that You are responsible for any person accessing or using the Service and Our Materials through the access provided to You.
3.8. We reserve the right to monitor use of the Service and Our Materials by You or any other person, but have no obligation to do so.
Our obligations regarding security
3.9. We will use commercially reasonable security measures consistent with industry standards (such as password and firewall protection and encryption) in providing the Service and Our Materials only.
Our obligations regarding the Implementation Assistance
3.10. We will use reasonable endeavours to provide You with assistance to help you access and use the Service (Implementation Assistance).
3.11. We will provide the Implementation Assistance requested as soon as reasonably practical having regard to various factors including the availability of our resources and personnel, Your availability and time zones.
3.12. You acknowledge and agree that We are under no obligation to provide You any minimum level or specified amount of Implementation Assistance.
Modification of the Service
3.13. We may, on reasonable notice to You, change or modify the Service at any time.
4.1. You must ensure that all Users comply with the terms of this agreement.
4.2. You grant to Us the non-exclusive, perpetual, royalty-free licence to:
4.2.1. use, reproduce, modify, upload, display, publish, communicate, disclose to others, distribute or otherwise make available Vaccination Data for the purpose of Us:
(i) providing the Service to You and to third parties; and
(ii) maintaining a database of vaccination certificates for animals and related information for use (including commercial use) by third parties including, but not limited to, other Owners, Hospitals, Clinics and Veterinarians;
4.2.2. use Vaccination Data for the purpose of Us further developing the Service including but not limited to improving its functionality and algorithms.
4.3. You acknowledge that You are responsible for:
4.3.1. entering Vaccination Data into the Service;
4.3.2. the content of Vaccination Data supplied by You and Your Users;
4.3.3. where Vaccination Data is stored on or generated by Your Systems (including third party servers), the availability of and connectivity to that data; and
4.3.4. complying with all confidentiality laws relating to Vaccination Data, including those in any applicable legislation in the State or Territory in which you are licensed or registered;
4.3.5. complying with the Privacy Act 1988 (Cth) and all other applicable data privacy and protection laws, rules and regulations in relation to Vaccination Data.
4.4. You warrant that You have obtained all permissions necessary for Us to deal with Vaccination Data and Owner Data as contemplated by this agreement and that We are lawfully able to deal with Vaccination Data and Owner Data as contemplated by this agreement.
4.5. We may remove any Vaccination Data if We reasonably consider that it breaches any law or third party rights or otherwise does not comply with the terms of this agreement.
4.6. Without limiting Your obligations under clauses 4.3 or 4.4, You must:
4.6.1. not provide us with Personal Information (including any Sensitive Information) about any individual (including any such information comprising Owner Data) unless You have the express consent of that individual to do so;
4.6.2. if You do provide Us with Personal Information about an individual (including in any Owner Data), before doing so You:
(c) warrant that You have that individual’s consent to provide their information to Us; and
4.7. You hereby agree to indemnify Us in relation any loss, damage, costs or expenses, whether direct or indirect, we suffer or incur as a result of your breach of clauses 4.4 and 4.6.2(c).
4.8. Terms used in clause 4.6 have the meanings given to them in the Privacy Act 1988 (Cth).
5. Provisions relating to the App
5.1. The App provided as part of the Service is acquired by You and supplied from an App Store governed and regulated by either Apple or Android.
5.2. By accessing, viewing, using, or downloading the App, You indicate that You have read and understood the Apple Terms and Conditions and/or the Android Terms and Conditions (as the case may be) and You agree to abide by them.
5.3. If You do not accept the Apple Terms and Conditions and/or the Android Terms and Conditions (as the case may be), you must not use the App.
5.4. Notwithstanding the incorporation of each or either of the Apple Terms and Conditions and the Android Terms and Conditions in this agreement and subject to clause 16.8, You acknowledge and agree that by accepting this agreement, the agreement so formed is between You and VetDB only.
5.5. You acknowledge and agree that neither Apple nor Android nor any other Store shall be liable to furnish to You any maintenance and support services with respect to the App.
5.6. Except as otherwise provided in clause 11, You further agree that in the event of any failure of the App to conform to any applicable warranty (including any statutory warranty as to merchantable quality or fitness for purpose), to the maximum extent permitted by applicable law, neither We, Apple nor Android will have any other warranty obligation whatsoever with respect to the App to You including liability for any other claims, losses (including current or prospective economic loss), liabilities, damages, costs or expenses attributable to any failure to conform to any warranty aforesaid.
5.7. You further agree that We alone (and not Apple or Android) are entitled to take steps and implement procedures for addressing any claims by You or any third party relating to the App or Your possession and/or use of the App including, but not limited to:
5.7.1. product liability claims;
5.7.2. any claim that the App fails to conform to any applicable legal or regulatory requirement; and
5.7.3. any claim that Your use of the App constitutes a contravention of any applicable law or regulation;
5.7.4. claims arising under consumer protection or similar legislation;
and which claims shall, in any event, be limited to the maximum extent permitted by applicable law.
5.8. You acknowledge that in the event of a third party claim that the App or Your use and possession of the App infringes that third party’s intellectual property rights, We alone (and not Apple or Android) are entitled to implement steps and procedures for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
6. Intellectual Property
Intellectual Property Rights
6.1. You acknowledge that:
6.1.1. We own all Intellectual Property Rights in the Service (except for Third Party Materials), Our Materials and any Feedback;
6.1.2. this agreement does not assign to You any Intellectual Property Rights in the Service, Our Materials or any Feedback.
6.2. You acknowledge that your Feedback may involve the creation of Intellectual Property Rights and that We may incorporate the Feedback (including any Intellectual Property Rights therein) into future versions of the Service at our sole discretion.
6.3. You acknowledge that you will not be remunerated or be entitled to any remuneration or any other benefit for providing the Feedback.
6.4.1. hereby assigns to Us, all right, title and interest (including all Intellectual Property Rights) in any Feedback as and when created;
6.4.2. will do all things, including signing documents, as reasonably requested by Us, in order to perfect such assignment;
6.4.3. will procure any applicable moral consents (in a form approved by Us) from those individuals involved in the creation or development of the Feedback.
6.5. You must not use, publish or disclose any Feedback to any third party.
6.6. You must not make any patent application or other application to register any Intellectual Property Rights in respect of the Feedback.
6.7. If We consider that the Feedback or any part thereof warrants pursuing patent protection, or other form of intellectual property protection, You must provide all assistance requested by Us to pursue and secure such protection solely in our name, or the name of another person or entity nominated by us.
7. Confidential Information
Obligations of confidence
7.1. A party must only use the Confidential Information of the other party solely for the purposes of performing its obligations under this agreement.
7.2. A party must keep the other party’s Confidential Information confidential and must only use it for the purpose for which it was disclosed.
7.3. Subject to this clause 7, a party must not disclose the other party’s Confidential Information without the prior written consent of the other party.
7.4. A party is not bound by this clause 7 in relation to information which:
7.4.1. becomes generally available to the public without a breach of this clause 7;
7.4.2. has been independently created, developed or acquired by that party; or
7.4.3. has been independently disclosed, without an obligation of confidentiality, to that other party, their employee or subcontractor.
7.5. A party may disclose the Confidential Information of the other party to those of its employees, agents or sub-contractors who:
7.5.1. need to know; and
7.5.2. have executed a written agreement with the first-mentioned party to keep the Confidential Information confidential and (not use the Confidential Information) on terms similar to this clause.
7.6. A party may disclose Confidential Information to the extent required by law where the disclosure is required by the operation of law or in order to comply with any rules or regulations of any internationally recognised securities exchanges provided that the first-mentioned party does the following:
7.6.1. immediately notifies the other party of the requirement;
7.6.2. takes all reasonable steps to lawfully resist or narrow the requirement to disclose the Confidential Information; and
7.6.3. assists and cooperates with the other party the if the other party seeks to limit or resist the requirement for the Confidential Information to be disclosed.
7.7. We may use Your Confidential Information (including Confidential Information in Vaccination Data) to the extent necessary to allow Us to incorporate the Feedback into future versions of Our Service and/or Our Materials in accordance with clause 6.2 above and to develop, enhance, use and commercially exploit the Confidential Information, in relation to that portion of the Feedback which is incorporated in the Service and/or Our Materials.
8. External service providers
8.1. We may disclose Vaccination Data to external service providers (for example, database administrators), which may be based inside or outside Australia, on a confidential basis and provided such service providers are limited in their use of the information to the purpose of Us providing the Service and/or Our Materials.
9.1. You acknowledge that:
9.1.1. the Service is a pre-release, non-commercially available version of the Service and Our Materials and therefore may contain bugs, errors, defects and lack features and functionality;
9.1.2. any Feedback provided will not necessarily result in changes to the Service and/or Our Materials provided under this agreement or in future versions of the Service and/or Our Materials;
9.1.3. We provide no warranty or assurance as to the accuracy, validity or fitness for a particular purpose of the outputs of the Service (for example, results and analysis). All outputs are provided “as is” and Your use of such outputs is at Your own risk;
9.1.4. You are solely responsible for Your access to the Service through Your internet services provider and that We will not be responsible for any connectivity issues or any damage to equipment used by You to access the Service;
9.1.5. We are not responsible for the unavailability of the Service and/or Our Materials or the unavailability or loss of any Externally Stored Data or Vaccination Data;
9.1.6. You are responsible for complying with Your record-keeping and related obligations in relation to Vaccination Data (including Owner Data) under any applicable law;
9.1.7. You are solely responsible for ensuring that You have all the necessary licences and agreements to access or use any third party websites or service to be used in conjunction with the Service and/or Our Materials.
10. Your Warranties
10.1. You warrant that:
10.1.1. You have all the rights and authority necessary to enter into and perform Your obligations under this agreement;
10.1.2. Vaccination Data and any Feedback do not infringe upon any copyright, patent or trade mark, or any other intellectual property or proprietary rights (including rights to confidential information) of any third party; and
10.1.3. You will comply with all requirements and restrictions under this agreement (including renewing any applicable licence and/or registration You are required to hold), as well as all applicable laws, rules and regulations.
11. Exclusions and Limitations of Liability
11.1. All terms, warranties and representations not expressly stated in this agreement, are excluded from this agreement to the extent permitted by law.
11.2. Nothing in this agreement excludes, restricts or modifies any condition, warranty, right or remedy implied or imposed by any statute or regulation which cannot lawfully be excluded, restricted or modified (Non-Excludable Provision).
11.3. Subject to clause 11.2, and to the extent that We are able to limit Our liability for breach of a Non-Excludable Provision, Our liability is limited, at Our option, to:
11.3.1. in the case of goods, replacing or repairing the goods or supplying equivalent goods, or paying for the cost of replacing or repairing the goods or of acquiring equivalent goods; and
11.3.2. in the case of services, resupplying the services, or paying the cost of resupplying the services.
11.4. Except as provided in clauses 11.2 and 11.3, Our maximum total aggregate liability for all loss, damage, cost or expense arising under or in relation to this agreement, whether in contract, tort (including negligence), equity, under statute, under an indemnity or on any other basis is limited to AU$50.
11.5. We are not liable for any (together, Losses):
11.5.1. lost profits, lost revenue, loss of opportunity, loss of management time or failure to realise anticipated savings, loss of or damage to reputation or goodwill, personal injury, loss of life, accident, harm, incurred or suffered by the person or an animal; or
11.5.2. special, indirect, incidental or consequential damages, losses, costs, or expenses.
Reduction of Liability
11.6. Our liability to You under or in relation to this agreement is reduced to the extent that Your acts or omissions, or those of a third party, contributed to or caused the liability.
12.1. We may temporarily suspend Your access to the Service and Our Materials:
(a) We reasonably consider that the continued use of the Service or Our Materials may result in harm to the Service or Our Materials, other customers or the rights of third parties;
(b) We reasonably consider that You, any User or any person who accesses the Service or Our Materials through You are using the Service or Our Materials for an unlawful or improper purpose; or
(c) We are required to do so to comply with a regulator or a direction by a competent authority,
and We will endeavour to contact You immediately to inform You of this;
12.1.2. on 48 hours’ notice to You if You are in breach of any obligations under this agreement.
12.2. You acknowledge that We are not responsible for any Losses arising from the suspension of your access to the Service and/or Our Materials under this clause.
Termination for Breach
13.1. Either party may terminate this agreement by notice to the other party if the other party commits a material breach of a term of this agreement and the breach has not been remedied within 14 days after receiving notice of the breach.
13.2. Notwithstanding clause 13.1, We may terminate this agreement immediately by notice to You if You:
13.2.1. or any of Your employees or agents or any other Users, have used the Service in breach of this agreement;
13.2.2. become, threaten or resolve to become or are in jeopardy of becoming subject to any form of insolvency administration;
13.2.3. cease or threaten to cease conducting business in the normal manner except through amalgamation or merger; or
13.2.4. enter into or propose to enter into a scheme, composition or arrangement with any of Your creditors.
Termination without cause
13.3. Either party may terminate this agreement without cause by giving not less than 14 days’ notice to the other party.
Events on termination
13.4. On termination of this agreement, subject to clause 13.5, Your access to the Service and Our Materials will be terminated.
13.5. You must give notice to Us no later than 7 days after termination that You wish to export and retrieve Vaccination Data. We will assist You with exporting and retrieving Vaccination Data subject to You paying our fees for doing so which will be calculated on a time and materials basis.
13.6. Clauses 3.4 and 3.5, 4.2, 4.7, 6, 7, 8, 9, 10, 11, 13.4, 13.5 and 13.6 survive any termination or expiry of this agreement.
14. Dispute resolution
Procedure for dispute resolution
14.1. The parties agree that a dispute arising under this agreement will be dealt with as follows:
14.1.1. the party claiming that there is a dispute will give the other party a notice setting out the nature of the dispute;
14.1.2. within 10 Business Days, each party will nominate a representative not having any prior involvement in the dispute;
14.1.3. the representatives will try to settle the dispute by direct negotiation between them;
14.1.4. if a resolution is not reached within a further 20 Business Days, either party may commence legal proceedings.
14.2. This clause does not apply to legal proceedings by either party seeking urgent interlocutory relief.
15.1. Any notice or communication, including any consent or approval, given to a party under this agreement must be in writing and:
15.1.1. delivered or posted to a party’s address provided in their Profile or such other address as notified by that party to the other party;
15.1.2. e-mailed to a party’s e-mail address set out in their Profile or such other e-mail address as notified by the party to the other party.
15.2. Subject to clause 15.1, any notice or communication is to be treated as given:
15.2.1. if it is delivered, when it is left at the relevant address;
15.2.2. if it is sent by post, two (or, in the case of a notice or communication posted to another country, nine) Business Days after it is posted; or
15.2.3. if it is sent by email, where the sender receives either a computer generated receipt of notification of the delivery, or a personal email acknowledging receipt from the addressee of the email.
15.3. If any notice or communication is given on a day that is not a Business Day or after 5.00pm on a Business Day in the place of the party to whom it is sent, it is to be treated as having been given at the beginning of the next Business Day.
15.4. For the purposes of clause 15.1, You may give Us notice by using the following details:
Postal address: VetDB Pty Ltd, Level 32, 152 St Georges Terrace, Perth, WA 6000, Australia
E-mail address: email@example.com
16. General Provisions
Relationship of the parties
16.1. Nothing in this agreement creates an agency, partnership, joint venture or employment relationship between the parties or any of their respective employees, agents or contractors.
16.2. We may amend this agreement from time to time. If we do, the amended agreement will be published on our Web Portal and, to the extent practicable, we will identify the amendments made since this agreement was last changed. You agree that it is your responsibility to check for updates to this agreement. You further agree that your continued use of the Service is acceptance of our amendments to this agreement.
16.3. This agreement constitutes the entire understanding between Us and You to the exclusion of any previous communications, representations or agreements between the parties whether verbal or written.
16.4. In the event of any inconsistency or conflict as between this agreement and the Apple Terms and Conditions and/or the Android Terms and Conditions (as the case may be), this agreement will prevail to the extent of such inconsistency or conflict only.
16.5. We may assign our rights and novate our obligations under this agreement at any time by notice to You and You hereby consent to such novation.
16.6. You may only assign a right under this agreement with our prior written consent.
16.7. For the purposes of clause 16.6, You are deemed to have assigned Your rights under this agreement if the management or control of You is transferred to any person other than those persons who manage or control You as at the date of this agreement.
16.8. You acknowledge and agree that Apple and/or Android and their respective subsidiaries, are third party beneficiaries of this agreement and that, upon Your acceptance of this agreement, Apple and/or Android will have the right (and will be deemed to have accepted the right) to enforce this agreement as a third party beneficiary thereof.
16.9. Each party must promptly execute all documents and do all things that another party from time to time reasonably requests to effect, perfect or complete this agreement and all transactions incidental to it.
16.10. If any part of this agreement is void or unenforceable that part will be severable from and will not affect the enforceability of the remaining provisions. If such a severance goes to the essence of this agreement, either party may terminate this agreement immediately by notice.
16.11. A failure or delay by a party to exercise any right or remedy it holds under this agreement or at law does not operate as a waiver of that right.
16.12. A single or partial exercise by a party of any right or remedy it holds under this agreement or at law does not prevent the party from exercising the right again or to the extent it has not fully exercised the right.
Governing law and jurisdiction
16.13. This agreement is governed by the laws in force in the State of Western Australia, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the Courts of Western Australia, Australia.
17. Definition and Interpretation
17.1. In this agreement, the following definitions apply:
Android means Google Inc., a Californian corporation with its principal place of business at Mountain View, California, USA, and any Google subsidiary including, but not limited to its related entity, Android Inc.
Android Terms and Conditions means the terms and conditions prescribed by Android in its App Store for the acquisition and use of applications, devices and systems supplied through the App Store including any App Store terms of service published from time to time and claims by Android for copyright, disclaimers and other proprietary notices.
App means the beta version of the mobile device application entitled “VetDB” as updated by Us from time to time.
Apple means Apple Inc., a Californian corporation with its principal place of business at None Infinite Loop, Cupertino, California, USA, and any Apple subsidiary.
Apple Terms and Conditions means the terms and conditions prescribed by Apple in its App Store for the acquisition and use of applications, devices and systems supplied through the App Store including any App Store terms of service published from time to time and claims by Apple for copyright, disclaimers and other proprietary notices.
Business Days means Monday to Friday, excluding Western Australian public holidays.
Clinic an individual, company or other legal entity that operates a veterinary clinic that is licensed or registered under the applicable legislation in a State or Territory in Australia.
Commencement Date means January 1st, 2019.
Commercially Available means the date upon which We make the Service available for license to the general public on our website.
Confidential Information of a party means (whether or not in material form and whether or not disclosed before or after the execution of this agreement) any information of whatever kind disclosed or revealed by that party to the other in relation to this agreement that:
(a) is by its nature confidential; or
(b) is designated by a party as confidential; or
(c) the receiving party knows or reasonably ought to know is confidential,
and includes information that:
(d) relates to, or is confidential in relation to, a third party (including an Owner), if a party is under an obligation of confidence to that third party in relation to that information;
(e) is information obtained or developed by the receiving party in whole or in part through observation or examination of confidential information, demonstrations, or materials supplied by the disclosing party or any analyses, compilations, studies or other information prepared by the receiving party which incorporates the disclosing party’s Confidential Information,
and in Our case includes the Service , Our Materials (including Our Data), Feedback and the terms of this agreement, and in Your case includes Vaccination Data.
Feedback means any and all feedback, comment, critique and analysis arising as a result of Your use (including Your User’s use) of the Service and includes feedback on the Service itself, how the Service might be commercialised and includes ideas for improvements, changes, variations, enhancements, adaptations or modifications to the Service.
Hospital an individual, company or other legal entity that is licensed or registered under the applicable legislation in a State or Territory in Australia to provide the services of a veterinary hospital.
Intellectual Property Rights means all:
(a) inventions, discoveries and novel designs, whether or not registered or registrable as patents or designs, including developments or improvements of equipment, products, technology, processes, algorithms, methods or techniques;
(b) copyright (including future copyright) throughout the world in all literary works, artistic works, computer software, and any other works or subject matter in which copyright subsists and may in the future subsist;
(c) trade and service marks (whether registered or unregistered) and domain names;
(d) rights to prevent the use and disclosure of Confidential Information, including know-how;
(e) proprietary rights under the Circuit Layouts Act 1989 (Cth).
Our Data means all data, content, materials and information generated by or in relation to the Service whether or not derived from Vaccination Data.
Our Materials means any materials (not including Vaccination Data or Third Party Materials) produced by, on behalf of, or with Us related to the performance of this agreement and includes, among other things:
(a) Our Data;
(b) user documentation and user manuals;
(c) all documentation and other materials (include source code) created in providing the Implementation Assistance.
Owner 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 applicable legislation.
Owner Data Information or data entered into the App or Web Portal about an Owner including, but not limited to, their name, mobile number and includes details of the animals they own including the animals’ name, species, breed, colour, vaccination information and other related information.
Pre-Release Term means a period commencing on the Commencement Date and expiring on the earlier of the date on which We notify You that the Service is Commercially Available.
Profile means the user profile created by You in order to access the Service as a registered user which contains, at a minimum, the information set out in either clause 1.1 or 1.2.
Service means the service provided by VetDB consisting of:
(a) the App (in the case of Vet Users only);
(b) the Web Portal;
(c) the Third Party Materials;
(d) such other products as We may add from time to time by notice to You.
Store or App Store means an electronic store and its storefronts from which You purchased or downloaded the App including, but not limited to an electronic store and/or its storefronts branded, and owned and/or controlled by Apple or an affiliate of Apple or owned and/or controlled by Android or an affiliate of Android.
Users means Your employees, representatives, agents, contractors and consultants who are permitted to access and use the Service.
Vaccination Data means all data, content, materials and information relating to You and Your Users entered by You or Your Users into the App and/or Web Portal and includes Owner Data and further includes:
(a) the Veterinarian’s name, veterinary registration number and professional contact details;
(b) the Hospital and/or Clinic’s name and business contact details;
(c) the current Owner’s name (and contact phone number when the animal is too young for microchipping and is therefore not microchipped);
(d) vaccination details including the animal’s name, microchip number, vaccine vial batch numbers and expiry dates;
(e) the Veterinarian’s digital signature as the attending veterinarian.
Veterinarian a person who is licensed or registered to practice as a veterinary surgeon or otherwise provide veterinary services under the applicable legislation in a State or Territory in Australia.
Web Portal means the beta versions of the website and the software hosted on or accessible from the website located at https://www.VetDB.com where You can login and access certain information provided by the Service including Vaccination Data.
Your Systems has the meaning given in clause 3.6.1.
17.2. In this agreement, unless the context otherwise requires:
17.2.1. the singular denotes the plural and vice versa;
17.2.2. other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning;
17.2.3. a person includes a company, trust, partnership, joint venture, association, body corporate or governmental agency;
17.2.4. a reference to a thing includes a part of that thing;
17.2.5. a reference to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision;
17.2.6. a reference to any document or agreement is to that document or agreement as amended, novated, supplemented or replaced; and
17.2.7. an agreement which binds or benefits two or more persons binds or benefits those persons jointly and severally.