TERMS OF SERVICE
THESE TERMS OF SERVICE ARE EFFECTIVE AS OF 06/11/2017.
ACCEPTANCE OF TERMS
VetPrescriber.com allows approved and licensed veterinarians the ability to store patient and client information, and create and manage prescriptions with approved and licensed pharmacies. These Terms of Service (the "Terms of Service", "Terms" or "TOS") is a legally binding agreement that shall govern the relationship between VetPrescriber, a service of Diamondback Drugs of Delaware, LLC, located at 7631 E Indian School Road, Scottsdale, AZ 85251 and our subsidiaries and affiliates ("VetPrescriber"), and you in connection with your with the use of the VetPrescriber digital veterinary prescription platform, website, which includes www.vetprescriber.com (the "Site"), mobile applications, and other services (collectively, the "Services"). These Terms of Service are binding on all users of the Services ("You", "Your", or "Members") as well as any visitor to the Site.
THESE TERMS OF SERVICE CONTAIN A DISPUTE RESOLUTION PROVISION, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST VETPRESCRIBER TO BINDING AND FINAL ARBITRATION. UNDER THE DISPUTE RESOLUTION PROVISION, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST VETPRESCRIBER ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST VETPRESCRIBER RESOLVED BY A JURY OR IN A COURT OF LAW.
IF YOU ARE ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF A COMPANY, BUSINESS, CORPORATION OR OTHER ENTITY, YOU AND THE APPLICABLE COMPANY, BUSINESS, CORPORATION OR OTHER ENTITY EACH REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS OF SERVICE, IN WHICH CASE THE TERMS "YOU", "YOUR" AND "MEMBER" WILL REFER TO SUCH ENTITY. IF CUSTOMER DOES NOT AGREE WITH ANY PROVISION OF THIS AGREEMENT, CLIENT MUST AND MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER FOR ANY PURPOSE.
YOU MUST BE AT LEAST 18 YEARS OF AGE TO USE THE SERVICES. IN ADDITION, YOU MUST BE IN GOOD STANDING AND NOT AN INDIVIDUAL OR ENTITY THAT IS OR HAS BEEN PREVIOUSLY BARRED FROM RECEIVING VETPRESCRIBER'S SERVICES BY VETPRESCRIBER OR UNDER THE LAWS AND STATUTES OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. BY USING THE SERVICES, YOU AGREE TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SERVICES.
VetPrescriber is an online platform for veterinarians to prescribe medications and manage information about their patients, patients’ owners, and related parties.
By accessing or viewing the Site or Services, you acknowledge and agree that the Services provided and made available through our website and applications, which may include some mobile applications and that those applications may be made available on various social media networking sites and numerous other platforms and downloadable programs, are the sole property of VetPrescriber. At its discretion, VetPrescriber may offer additional services and/or products, or update, modify or revise any current content and Services, and these Terms of Service shall apply to any and all additional Services and/or products and any and all updated, modified or revised Services unless otherwise stipulated. VetPrescriber does hereby reserve the right to cancel and cease offering any of the Services, as well as any other products and services it may offer from time to time. You acknowledge, accept and agree that VetPrescriber shall not be held liable for any such updates, modifications, revisions, suspensions or discontinuance of any of our Services and/or any other products or services as may be offered from time to time. Your continued use of the Services after such posting of any updates, changes, and/or modifications shall constitute your acceptance of such updates, changes and/or modifications, and as such, we recommend you frequently review of these Terms of Service and any and all applicable terms and policies on a regular basis. Should you not agree to the updated, modified, or revised Terms, you may not use the Services.
Furthermore, you understand, acknowledge and agree that the Services offered shall be provided "AS IS" and as such VetPrescriber shall not assume any responsibility or obligation for the timeliness, missed delivery, deletion and/or any failure to store user content, communication or personalization settings.
You represent and warrant that you shall:
- furnish factual, correct, current and complete information with regards to yourself, and your customers, patients, owners of patients, and any other related third parties as may be requested by the data registration process, and
- maintain and promptly update your registration and profile information to ensure accuracy and completeness at all times.
If anyone knowingly provides any information of a false, untrue, inaccurate or incomplete nature, VetPrescriber may suspend or terminate the member in violation of this aspect of these Terms of Service, and as such refuse any and all current or future use of Services, or any portion thereof.
MEMBER ACCOUNT, USERNAME, PASSWORD AND SECURITY
After completion of the registration data and creation of your username, you will receive a password—which you can later change—and account designation. You shall be responsible for maintaining the secrecy and confidentiality of your password and for all activities that transpire on or within your account. It shall be your responsibility to notify VetPrescriber immediately if you notice any unauthorized access or use of your account or password or any other breach of security. VetPrescriber shall not be held liable for any loss and/or damage arising from any failure to comply with this term and/or condition of the TOS.
If you use the Services or otherwise contact VetPrescriber, you understand and agree that we may share certain information that you provide so that our affiliates may respond to your inquiry. You authorize VetPrescriber to share your information, either as provided by you or as corrected by us, with our affiliates, and you are consenting to be contacted by one us or one or more of our affiliates, whether by text, telephone call, or otherwise. In particular, you represent and warrant that you have all rights and consents necessary for us to text or call, including by automated means, any phone numbers provided to us by you or your agents, affiliates or other similar third parties in connection with the Services.
As a member of the Site, you herein acknowledge, understand and agree that all information, text, software, data, photographs, music, video, messages, tags or any other content, whether it is publicly or privately posted and/or transmitted, is the expressed sole responsibility of the individual from whom the content originated. In short, this means that you are solely responsible for any and all content posted, uploaded, emailed, transmitted or otherwise made available by way of VetPrescriber Services, and as such, we do not guarantee the accuracy, integrity or quality of such content. It is expressly understood that by use of our Services, you may be exposed to content including, but not limited to, any errors or omissions in any content posted, and/or any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available by VetPrescriber.
Furthermore, you herein agree not to make use of VetPrescriber's Services for the purpose of:
- uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;
- causing harm to minors in any manner whatsoever;
- impersonating any individual or entity, including, but not limited to, any VetPrescriber officials, forum leaders, guides or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity;
- forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with;
- uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
- uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;
- uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose;
- uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
- disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users' ability to participate in any real time interactions;
- interfering with or disrupting any VetPrescriber Services, servers and/or networks that may be connected or related to our Services, including, but not limited to, the use of any device software and/or routine to bypass the robot exclusion headers;
- intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
- providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a "foreign terrorist organization" in accordance to Section 219 of the Immigration Nationality Act;
- "stalking" or with the intent to otherwise harass another individual; and/or
- collecting or storing of any personal data relating to any other member or user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
VetPrescriber herein reserves the right to pre-screen, refuse and/or delete any content currently available through our Services. In addition, we reserve the right to remove and/or delete any such content that would violate the TOS or which would otherwise be considered offensive to other visitors, users and/or members.
VetPrescriber herein reserves the right to access, preserve and/or disclose member account information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for:
- compliance with any legal process;
- enforcement of the TOS;
- responding to any claim that therein contained content is in violation of the rights of any third party;
- responding to requests for customer service; or
- protecting the rights, property or the personal safety of VetPrescriber, its visitors, users and members, including the general public.
VetPrescriber herein reserves the right to include the use of security components that may permit digital information or material to be protected, and that such use of information and/or material is subject to usage guidelines and regulations established by VetPrescriber or any other content providers supplying content services to VetPrescriber. You are hereby prohibited from making any attempt to override or circumvent any of the embedded usage rules in our Services. Furthermore, unauthorized reproduction, publication, distribution, or exhibition of any information or materials supplied by our Services, despite whether done so in whole or in part, is expressly prohibited.
CAUTIONS FOR GLOBAL USE AND EXPORT AND IMPORT COMPLIANCE
Due to the global nature of the internet, through the use of our network you hereby agree to comply with all local rules relating to online conduct and that which is considered acceptable Content. Uploading, posting and/or transferring of software, technology and other technical data may be subject to the export and import laws of the United States and possibly other countries. Through the use of our network, you thus agree to comply with all applicable export and import laws, statutes and regulations, including, but not limited to, the Export Administration Regulations (http://www.access.gpo.gov/bis/ear/ear_data.html), as well as the sanctions control program of the United States (http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx). Furthermore, you state and pledge that you:
- are not on the list of prohibited individuals which may be identified on any government export exclusion report (http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm) nor a member of any other government which may be part of an export-prohibited country identified in applicable export and import laws and regulations;
- agree not to transfer any software, technology or any other technical data through the use of our network Services to any export-prohibited country;
- agree not to use our Services for any military, nuclear, missile, chemical or biological weaponry end uses that would be a violation of the U.S. export laws; and
- agree not to post, transfer nor upload any software, technology or any other technical data which would be in violation of the U.S. or other applicable export and/or import laws.
CONTENT PLACED OR MADE AVAILABLE FOR COMPANY SERVICES
VetPrescriber shall not lay claim to ownership of any content submitted by any visitor, member or user, or make such content available for inclusion on our Services. Therefore, you hereby grant and allow for VetPrescriber the below listed worldwide, royalty-free and non-exclusive licenses, as applicable:
- The content submitted or made available for inclusion on the publicly accessible areas of VetPrescriber's sites, the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services is for the sole purpose of providing and promoting the specific area to which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of VetPrescriber's sites, and shall terminate at such time when you elect to discontinue your membership.
- Photos, audio, video and/or graphics submitted or made available for inclusion on the publicly accessible areas of VetPrescriber's sites, the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services are for the sole purpose of providing and promoting the specific area in which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of VetPrescriber's sites and shall terminate at such time when you elect to discontinue your membership.
- For any other content submitted or made available for inclusion on the publicly accessible areas of VetPrescriber's sites, the continuous, binding and completely sub-licensable license which is meant to permit to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and/or publicly display said content, whether in whole or in part, and the incorporation of any such Content into other works in any arrangement or medium current used or later developed.
Those areas which may be deemed "publicly accessible" areas of VetPrescriber's sites are those such areas of our network properties which are meant to be available to the general public, and which would include message boards and groups that are openly available to both visitors and members. However, those areas which are not open to the public, and thus available to members only, would include the prescriber platform and information provided to facilitate the use of the Service for ordering prescriptions, updating prescriber information, managing patient or owner information or other functions unique to each member account.
CONTRIBUTIONS TO THE SERVICES
VetPrescriber welcomes your feedback and may provide an area for our users and members to contribute any such feedback. When you submit questions, comments, ideas, documents, suggestions, proposals, or other information ("Contributions") to us, you acknowledge and agree that:
- Your Contributions do not contain any type of confidential or proprietary information;
- VetPrescriber shall not be liable or under any obligation to ensure or maintain confidentiality, expressed or implied, related to any Contributions;
- VetPrescriber shall be entitled to make use of and/or disclose any such Contributions in any such manner as they may see fit, whether commercial or otherwise;
- The contributor's Contributions shall automatically become the sole property of VetPrescriber; and
- VetPrescriber is under no obligation to either compensate or provide any form of reimbursement or acknowledgement to you or any third party in any manner or nature.
Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS
- Agreement to Arbitrate: This Section is referred to as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and VetPrescriber, whether arising out of or relating to this Agreement or the Program, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. You agree that, by agreeing to this Agreement, you and VetPrescriber are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.
- Prohibition of Class and Representative Actions and Non-Individualized Relief: You and VetPrescriber agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both you and VetPrescriber agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
- Pre-Arbitration Dispute Resolution: VetPrescriber is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant’s satisfaction by emailing VetPrescriber’s support team at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to VetPrescriber should be sent to VetPrescriber, ATTN: Legal Complaints, Diamondback Drugs of Delaware, LLC, 7631 E. Indian School Rd. Scottsdale, AZ 85251 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If VetPrescriber and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or VetPrescriber may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by VetPrescriber or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or VetPrescriber is entitled.
- Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless VetPrescriber and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, VetPrescriber agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
- Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.
- Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
- Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.
You agree to indemnify, defend and hold VetPrescriber harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of or relating to the Services, including without limitation, any information or data posted to or transmitted to or through the Service, your use of the Service, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another.
COMMERCIAL REUSE OF SERVICES
Other than as expressly provided herein, you agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason, other than as provided for herein, any part, use of, or access to the Services.
USE AND STORAGE GENERAL PRACTICES
You herein acknowledge that VetPrescriber may set up any such practices and/or limits regarding the use of our Services, without limitation of the maximum number of days that any email, message posting or any other uploaded content shall be retained by VetPrescriber, nor the maximum number of email messages that may be sent and/or received by any member, the maximum volume or size of any email message that may be sent from or may be received by an account on our Service, the maximum disk space allowable that shall be allocated on VetPrescriber's servers on the member's behalf, and/or the maximum number of times and/or duration that any member may access our Services in a given period of time. In addition, you also agree that VetPrescriber has absolutely no responsibility or liability for the removal or failure to maintain storage of any messages and/or other communications or content maintained or transmitted by our Services. You also herein acknowledge that we reserve the right to delete or remove any account that is no longer active for an extended period of time. Furthermore, VetPrescriber shall reserve the right to modify, alter and/or update these general practices and limits at our discretion.
VetPrescriber shall reserve the right at any time it may deem fit, to modify, alter and or discontinue, whether temporarily or permanently, our service, or any part thereof, with or without prior notice. In addition, we shall not be held liable to you or to any third party for any such alteration, modification, suspension and/or discontinuance of our Services, or any part thereof.
As a member of www.vetprescriber.com, you may cancel or terminate your account, associated email address and/or access to our Services by submitting a cancellation or termination request to email@example.com.
As a member, you agree that VetPrescriber may, without any prior written notice, immediately suspend, terminate, discontinue and/or limit your account, any email associated with your account, and access to any of our Services. The cause for such termination, discontinuance, suspension and/or limitation of access shall include, but is not limited to:
- any breach or violation of our TOS or any other incorporated agreement, regulation and/or guideline;
- by way of requests from law enforcement or any other governmental agencies;
- the discontinuance, alteration and/or material modification to our Services, or any part thereof;
- unexpected technical or security issues and/or problems;
- any extended periods of inactivity;
- any engagement by you in any fraudulent or illegal activities; and/or
- the nonpayment of any associated fees that may be owed by you in connection with the Services, including but not limited to those owed to or in connection with any third party payment processors affiliated with the Services.
Furthermore, you herein agree that any and all terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at our sole discretion and that we shall not be liable to you or any other third party with regards to the termination of your account, associated email address and/or access to any of our Services.
The termination of your account with www.vetprescriber.com may include any and/or all of the following, in our sole discretion:
- the removal of any access to all or part of the Services offered within www.vetprescriber.com;
- the deletion of your password and any and all related information, files, and any such content that may be associated with or inside your account, or any part thereof; and
- the barring of any further use of all or part of our Services.
Any correspondence or business dealings with, or the participation in any promotions of, advertisers located on or through our Services, which may include the payment and/or delivery of such related goods and/or Services, and any such other term, condition, warranty and/or representation associated with such dealings, are and shall be solely between you and any such advertiser. Moreover, you herein agree that VetPrescriber shall not be held responsible or liable for any loss or damage of any nature or manner incurred as a direct result of any such dealings or as a result of the presence of such advertisers in or in connection with the Services.
Either VetPrescriber or any third parties may provide links to other websites and/or resources. Thus, you acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, advertising or any other materials, on or available from such third party sites or resources.
Furthermore, you acknowledge and agree that VetPrescriber shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any such content, goods or Services made available on or through any such site or resource.
You do hereby acknowledge and agree that VetPrescriber's Services contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. Furthermore, you herein acknowledge and agree that any Content which may be contained in any advertisements or information presented by and through our Services or by advertisers is protected by copyrights, trademarks, patents or other proprietary rights and laws. Therefore, except for that which is expressly permitted by applicable law or as authorized by VetPrescriber, you agree not to alter, modify, lease, rent, loan, sell, distribute, transmit, broadcast, publicly perform the VetPrescriber Services and/or create any works which are based on VetPrescriber Services (e.g. any content provided to you as part of the Services), in whole or part.
Subject to these Terms of Service, VetPrescriber hereby grants you a personal, non-transferable, non-sublicenseable and non-exclusive right to access and use the Services solely for your internal business purposes. You also expressly agree not to (i) access or attempt to access our Services through any means other than through the interface which is provided by VetPrescriber for use in accessing our Services, or (ii) use the Services in any manner except as expressly authorized herein.
YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
- THE USE OF VETPRESCRIBER SERVICES ARE AT THE SOLE RISK BY YOU. OUR SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN "AS IS" AND/OR "AS AVAILABLE" BASIS. VETPRESCRIBER AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- VETPRESCRIBER AND OUR SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICESNSORS MAKE NO SUCH WARRANTIES THAT (i) VETPRESCRIBER SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) VETPRESCRIBER SERVICES OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE VETPRESCRIBER SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE SOFTWARE SHALL BE CORRECTED.
- ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAIN BY WAY OF VETPRESCRIBER SERVICES OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.
- NO ADVICE AND/OR INFORMATION, DESPITE WETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM VETPRESCRIBER OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
LIMITATION OF LIABILITY
YOU EXPLICITY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT VETPRESCRIBER AND OUR SUBISDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTIAL, SPECIAL, CONSEQUENIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGILBE LOSSES, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR, AND RESULT FROM:
- THE USE OR INABILITY TO USE THE SERVICES;
- THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES;
- UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA;
- STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SERVICE;
- AND ANY OTHER MATTER WHICH MAY BE RELATED TO THE SERVICES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL VETPRESCRIBER’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THESE TERMS OF SERVICE, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $100. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
EACH PROVISION OF THESE TERMS OF SERVICE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
EXCLUSION AND LIMITATIONS
THERE ARE SOME JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF EXCLUSION OF LAIBILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS OF SECTIONS WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.
THIRD PARTY BENEFICIARIES
You herein acknowledge, understand and agree, unless otherwise expressly provided in this TOS, that there shall be no third-party beneficiaries under this Terms of Service.
VetPrescriber may furnish you with notices, including those with regards to any changes to the TOS, including but not limited to email, regular mail, MMS or SMS, text messaging, postings on our Services, or other reasonable means currently known or any which may be herein after developed. Any such notices may not be received if you violate any aspects of the TOS by accessing our Services in an unauthorized manner. Your acceptance of this TOS constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed our Services in an authorized manner.
You herein acknowledge, understand and agree that all of the VetPrescriber trademarks, copyright, trade name, service marks, and other VetPrescriber logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of VetPrescriber. You herein agree not to display and/or use in any manner the VetPrescriber logo or marks.
If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. You may not assign or delegate your rights or obligations under these Terms of Service without our prior written consent. Any assignment or attempted assignment by you otherwise than in accordance with these Terms of Service shall be null and void. Both Parties agree that these Terms of Service is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms of Service, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms of Service and a Party does not have any authority of any kind to bind the other Party in any respect whatsoever. VetPrescriber shall be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a Party's financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a "Force Majeure Event"). Delays in performing obligations due to a Force Majeure Event shall automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. In the event such non-performance continues for a period of thirty (30) days or more, VetPrescriber may terminate these Terms of Service by giving written notice thereof to the other Party. These Terms of Service shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. For all disputes relating to these Terms of Service, each Party submits to the exclusive jurisdiction of the state and federal courts located in Phoenix, Arizona and waives any jurisdictional, venue, or inconvenient forum objections to such courts. You acknowledge that any unauthorized use of the Services may cause irreparable harm and injury to VetPrescriber for which there is no adequate remedy at law. In addition to all other remedies available under these Terms of Service, at law or in equity, you agree that VetPrescriber may be entitled to injunctive relief in the event you use the Services in any way not expressly permitted by these Terms of Service.
Please report any and all violations of this TOS to VetPrescriber as follows:
Diamondback Drugs of Delaware, LLC
7631 E. Indian School Rd.
Scottsdale, AZ 85251
Telephone: (480) 946-2223