Vetarinarian Terms of Service/EULA | VETS ON CALL NETWORK

Terms of Service & EULA

Last Revision – June 6 2024

We are VOCN and provide you and your Organization with SaaS and third-party manufactured smart glasses and other devices including PTZ cameras and smartphones to operate and provide remote assistance via our software paired with the smart glasses or other devices. This includes but is not limited to two-way live audio and video communication through our app and the devices by your Organization’s authorized personnel to a location where the remote advisor/consultant/expert is receiving the audio/video communication. The remote support advisor/consultant/expert can then provide information back. We call this a Remote Session.

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “Customer”, “Organization”) and VOCN (“we”, “us”, “our”, “company”), in order to access and use our Solutions as described below.

If you do not agree with all of these terms of use, then you are expressly prohibited from using our Solution and services and you must discontinue use immediately.

Definitions

“VOCN” means Vets On Call, LLC dba Vets On Call Network;
“Party” and “Parties” means VOCN and or Customer;
“Customer” means “you”, your Organization, and your authorized users
“Affiliates” means licensors, employees, contractors, directors, officers, agents, and attorneys;
“Agreement” means, Terms and Conditions outlined in this document and all other attachments and annexes;
“Annex” means any addition to this document titled “Annex”;
“Web Portal” means the dashboard accessed by Customer through https://portal.vetarinarian.com to use VetARinarian Suite;
“Live Call” means real-time audio and video communication through VetARinarian TeleCoaching software utilizing augmented reality interactions through Smart Glasses or Smart Devices;
“Remote Session” means VetARinarian Live Call;
“Smart Glasses” means a pair of IoT (Internet of Things) glasses providing audio, video and augmented reality communication tools;
“Smart Device” means smartphones or tablets as recommended by VOCN;
“Device” means a Smart Glasses or a Smart Device (phone or tablet);
“iSee Software” means VetARinarian’s Web Portal application used to manage a Live Call and perform administrative tasks related to VetARinarian’s web portal such as user management, generating reports, viewing logs and configuration of the settings;
“uSee Software” means VetARinarian’s software installed on Smart Glasses or Smart Devices that links to the Web Portal during a Live Call;
“VetARinarian Software“ means VetARinarian iSee and VetARinarian uSee software;
“VetARinarian Suite or Solution“ means VetARinarian iSee, VetARinarian uSee, and third-party manufactured Smart Glasses or Smart Device bundled to allow remote assistance and to engage in a Live Call;
“SaaS” means Software as a Service;
“Solution” means VetARinarian Suite;
“License Fee” or “Subscription Fee” means annual SaaS fees to be paid by the Customer for the use of our Solution. The fees will be outlined and agreed upon as part of a pricing agreement or similar documents;
“Offer Letter” means a document sent by VOCN to Customer outlining all fees payable to use our Solution;
“Content” means source code, databases, designs, graphics, media, audio/video files, text, images, photographs and drawings ;
“Marks” means trademarks, service marks and logos;
“IP Rights” means (i) patents, pending patent applications, designs, trademarks and trade names (whether registered or unregistered), copyright and related rights, database rights, know-how, trade secrets and confidential information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and (iii) applications, extensions and renewals in relation to any such rights;
“Remote User” means the individual logged into the Web Portal and using the iSee software to engage in a Live Call. A valid VetARinarian software license is required;
“Device User” means the individual engaged in a Live Call using VetARinarian uSee software installed on Smart Glasses or Smart Devices. A valid VetARinarian software license is required;
“Users” means Remote User/s and Device User/s – collectively;
“HCP” means healthcare professionals, such as veterinarians, technicians, assistants, or individuals involved in delivering patient care, in-person or remotely;
“Business Day” means between 9 am and 5 pm EST during weekdays, not including weekends and public holidays in USA;
“SaaS” means Software as a Service;
“Force Majeure” means acts, events or circumstances beyond the parties’ control such as natural disasters, war, civil unrest, strikes, internet breakdown and unavailability, cellular network disruptions, failure of a third-party provider (for example Cloud Providers), pandemic and outbreaks etc.

System Requirements & Restrictions

Using our Solution requires the following:

Competent operators of the Web Portal and Devices
One or more compatible Smart Devices
Sufficiently fast and reliable Internet access (fees may apply depending on your service provider)
VetARinarian iSee and uSee software
VetARinarian approved cloud services or virtual machines
Receiving software updates from VOCN and smart device manufacturer
Windows, Macintosh, Linux based PC, laptop or tablet
Up-to-date Android and iOS-based smartphone or tablet

The use of our Solution may be affected by the performance of these factors. You acknowledge and agree that these requirements might change from time to time.

Intellectual Property Rights

Unless otherwise indicated, the Web Portal, iSee Software, uSee Software, is our intellectual property (IP).

Exclusive Ownership

Any and all IP Rights in the Software are and shall remain the exclusive property of VOCN and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with VOCN’s IP Rights. Any unauthorized use of VOCN’s IP Rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws in Canada, US and Internationally. All title and IP Rights in and to any third-party content that is not contained in the Software, but may be accessed through use of the Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.

License and Restrictions

Subject to the terms of this Agreement, VOCN hereby grants You a limited, personal, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the VetARinarian Software for the purposes of providing remote assistance, remote training or education.

You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the VetARinarian Software or any part thereof.

You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the VetARinarian Software or any part thereof.

Notwithstanding anything else contained in this License, in no event shall You use the VetARinarian Software to enable, support, or otherwise aid a third party to develop any product, software or service competitive with any of VetARinarian’s products.

Fees and Payments

Any fees and payments shall be outlined in the Offer Letter. All payments are required within 30 days of the Subscription and invoice date. Payments shall be made in advance for a commitment period of 12 (twelve) months, and any payment made is non-refundable. Unless otherwise agreed upon in writing, all fees are in US Dollars.

You are responsible for any banking or credit card fees. Any fees associated with missed payments are the Customer’s responsibility. Where required by law, Sales tax will be added to the License Fee payments.

You agree that VOCN is not obligated to deliver additional services outside what is promised in this Agreement or outlined in the Offer Letter. Should there be any service requests not covered by this Agreement, VOCN reserves the right to charge for such additional services. Such charges will be evaluated and communicated to the Customer at the time the additional services are requested.

Our Promise to You

VetARinarian Suite shall function as described in our User Guide. However, minor deviations or occasional software errors or bugs are not considered a breach of our service availability.
VetARinarian Suite service uptime is maximized. However, it is understood that factors beyond our control play a role in our service uptime, such as Internet or cellular network availability, third-party cloud server availability, local network availability, etc.
If VetARinarian Suite does not perform as intended, in that case, we will make every reasonable effort to address any issues or correct any errors in a timely manner and with a sense of urgency.
VetARinarian will inform you of any scheduled service or maintenance activity; however, it is understood that the service might be interrupted during such time.
Any maintenance and support services with respect to VetARinarian Suite is our responsibility.
Any maintenance costs related to the application servers (electricity, physical security of the data center, helpdesk with users) are under our responsibility as the service provider.

Customer and User Obligations

You are responsible for the use of our Solution by Users in accordance with this Agreement and our User Guide. You shall use our Solution in accordance with any applicable local, provincial, state, federal, national, and international law or regulation.
You are expected to follow the code of conduct as it applies to your Organization and any organization you service and follow any protocols that apply, including using the technology in any healthcare setting.
It is also understood that the operator of the technology (User) is not a minor and is physically and mentally competent to use the VetARinarian Suite.
You are expected to consider patient and staff privacy when using the technology and not record any video or photos via screen recording or screenshots without proper consent. The intended usage of the video feed is to facilitate live communication in real-time.
You are responsible for the management and administration of Users on the Web Portal, including username, access levels, monitoring, and termination of an account. You will also prevent unauthorized Users from using VetARinarian Solutions or accessing the administrative section of the Web Portal.

Prohibited Activities on Web Portal

You will not use our Solution or Web Portal for any illegal or unauthorized purposes, and your use of or Solution will not violate any applicable local, provincial, state, federal, national, and international law or regulation.

In addition, you agree not to:

Collect any personal information on the Web Portal, including usernames and email addresses, to send unsolicited communication or misuse the information.
Share your login and access credentials with other individuals inside or outside your Organization.
Disable, circumvent, hack or interfere with security and privacy features of the Solution or Web Portal.
Attempt to test the vulnerability of the Solution or Cloud services without written permission from VOCN.
Access or retrieve Content from the Solution or Web Portal without authorized credentials.
Frame the Web Portal within other websites or portals.
Use bots, automated scripts, or similar services to send comments, messages or to gather data.
Create an undue burden on the Web Portal to interfere or disrupt the service.
Impersonate other users on the Web Portal or use their credentials to log in to the Web Portal.
Sell or transfer your license or login credentials.
Use VetARinarian Suite to generate revenue by reselling the services.
Delete or mask the Marks used on VetARinarian Suite.
Transmit any virus, malware, web bugs, cookies, 1×1 pixels, or use other active or passive information collection mechanisms.
Use automated systems such as a bot, spider, scraper, cheat utility or external scripts to crawl the Web Portal.
Send any unsolicited communication, spam, spoofing or phishing emails.

Privacy Statement

Please refer to our Privacy Policy for details on how we collect, process, and use the information. (https://www.vocn.org/privacy)

If you have any questions about privacy, please email info@vocn.org or write to the attention of our privacy officer. Our mailing address is PO Box 121 Croton On Hudson, New York 10520

Confidentiality

During the term of this Agreement, either party may disclose or make available to the other party information designated as confidential. Disclosing Party in this Agreement provides the Confidential Information. Receiving Party in this Agreement receives the Confidential Information.

Confidential Information means any data or information, tangible or intangible, including but not limited to technical documents, business processes, product and technology information, business models, pricing information, graphic, images, videos and live call recordings. The Receiving Party shall use the Confidential Information only for the purposes for which it was provided.

Confidential Information does not include information that:

At the time of disclosure to the Receiving Party is in the public domain;

After disclosure to the Receiving Party becomes available to third parties by publication or otherwise through no breach of this Agreement by the Receiving Party;

Was lawfully in possession of the Receiving Party prior to disclosure, as evidenced by the written records of the Receiving Party and which was not acquired, directly or indirectly, from the Disclosing Party in connection with the Purpose; or

Becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party if such source was not, to the knowledge of the Receiving Party, subject to any prohibition against transmitting the information to the Receiving Party and was not bound by a confidentiality agreement with the Disclosing Party.

Each party agrees to:

Limit its use of any Confidential Information received from the other party for the purpose it was intended to and for no other purpose unless the parties shall otherwise agree in writing. Each party agrees not to make, use, sell, offer for sale, or have made any product or service based upon the Confidential Information provided to it without executing a licensing agreement.

Maintain confidence and not disclose any Confidential Information received from the other party other than to Affiliates who need to know the Confidential Information to perform their services.

The Receiving Party shall be held to the same standard of care normally employed to preserve and safeguard its own Confidential Information of a similar kind.

The Receiving Party shall be responsible for any breach of confidentiality by its Affiliates and shall take necessary measures to prevent any unauthorized disclosure or use of Confidential Information.

The Receiving Party may be required to disclose Confidential Information in order to comply with a court order or any governmental or administrative order to comply with applicable law. The Receiving Party shall notify the Disclosing Party promptly and cooperate with the Disclosing Party, to the extent legally permitted and at the Disclosing Party’s cost, to take steps to avoid or limit disclosure of Confidential Information.

User Contributions & Submissions

Through the use of VetARinarian Suite, Users may create, edit, post, transmit, store, publish, distribute or broadcast audio, video, graphics, photographs, images, and text information, collectively, “Contributions”.

Contributions may be accessed and viewed by other Users on VetARinarian Suite or VetARinarian’s third-party Cloud service provider, currently AWS Canada. However, at your request, we can disable the image and video storage capabilities. Regardless, any Contributions will be treated in accordance with our Privacy Policy.

We do not assert ownership of Contributions, and you or the rightful owner, retain full ownership of all Contributions. We are not liable for any violations due to any of your Contributions, and you agree to exonerate us from any responsibility and to refrain from any legal action against us regarding your Contributions.

Users represent and warrant that:

Contributions will not infringe any IP Rights, including VOCN or any third party.
You are the owner of the Contributions or have the necessary licenses, consents, permissions and releases to make those Contributions available on the Web Portal.
Contributions are not false, misleading or malicious.
Contributions do not violate any applicable laws, regulations or policies, including any privacy rights of individuals.
Contributions do not violate any applicable law intended to protect the health and well-being of a minor.
Contributions are not abusive or offensive in any manner related to race, ethnicity, gender, sexual preferences, religion, physical and mental disability, etc.
Contributions abide by any Confidentiality Agreements in place with VOCN or any third parties.

Through the use of VetARinarian Suite, Users may also submit information to us through the Web Portal, including suggestions, feedback, comments, questions and ideas, collectively, “Submissions”.

You agree and acknowledge your Submissions are considered non-confidential. We shall be entitled to use such submissions without your acknowledgement for any lawful purposes, including product (or Solution) development, product (or Solution) improvements and other commercial use, without compensation to you.

Legal Disclaimer

No Warranties

Any and all information presented in our Solution being provided on an “As Is'' basis. VOCN and its Affiliates make no representation or warranties and hereby disclaim any and all representations and warranties of any kind arising out of or related to this Agreement and the Solution or the content, including implied warranties of merchantability, fitness for a particular purpose, non-infringement and data accuracy. You acknowledge and agree to use the Solution at your own risk.

Limitation of Liability.

You acknowledge and agree that VOCN will have no liability in connection or arising from you and your Affiliates use of the Solution, as set forth below. Your only remedy with respect to any problems or dissatisfaction with the software is to immediately uninstall and cease use of our Solution.

In no event shall VOCN be liable, whether in contract, warranty tort (including negligence), product liability or any other form of liability, for:

Any direct, incidental, special or consequential damages (including without limitation any loss of or corruption of data, interruption in service, computer or server failure or pecuniary loss) arising out of the use or inability to use the solution.

Any loss of income, business or profits (whether direct or indirect) arising out of the use of inability to use the Solution; or

Any loss or damage which may be incurred by you as a result of

The suspension or termination of this Agreement by you or VOCNfor any reason, or
The release or the decision not to release new versions of the Solution to you

The limitation on VOCN’s liability to you in this Agreement shall apply whether or not VOCN or its Affiliates or any of them have been advised of the possibility of such losses or damages arising.

Nothing in this Agreement is intended to exclude or restrict or shall be construed as excluding or restricting the liability of VOCN Affiliates for:

The death or personal injury caused by the negligence of VOCN and its Affiliates
Any liability which cannot be limited or excluded by law.

Your Own Risk.

You acknowledge and agree that the entire risk arising out of Your use of the VetARinarian Suite remains with You, to the maximum extent permitted by law. You are responsible for the actions and omissions performed by You, your Affiliates, and the Users during a Live Call.

No waiver

The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by law shall not constitute a waiver of that right, power or remedy. If VOCN or Customer waives a breach of any provision of this Agreement this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

Third-Party Services

VOCN is not responsible for any act or omission of the third party and does not warrant any service provided by the third party.

Indemnification

VOCN expressly disclaims any and all responsibility for any consequences, directly or indirectly, related to any use, misuse or interpretation of the VetARinarian Suite or any other information provided or omitted in connection therewith and you agree to indemnify, defend and hold VOCN and its Affiliates harmless therefrom.

The customer also agrees to indemnify and hold the VOCN Parties harmless against all liabilities, damages, settlement costs and attorney fees arising from any third-party claims against VOCN regarding the Customer’s use of our service.

VOCN will indemnify, defend and hold harmless Customer from all liabilities, damages, settlement cost and attorney fees arising from any claims by a third party against the Customer regarding any allegation that VetARinarian’s technology infringes any copyright, patent or trademark of the third party. VOCN will have no obligation or liability arising from the use of our Solution in combination with other material not provided by VOCN or in a modified form from the original VetARinarian Solution.

If VetARinarian Software is proven to infringe a third party’s intellectual property rights, VOCN may:

Procure for You the right to continue using the Software; or
Modify or replace the Software, or any part thereof, so that it becomes non-infringing while providing substantially equivalent functionality.

In the event that neither of the foregoing options, in VOCN’s reasonable opinion, is available using reasonable commercial efforts, then VOCN may suspend or terminate the Customer’s use of the affected services and offer a pro-rata refund of prepaid fees for VetARinarian Software.

VOCN shall not be deemed to be engaged in the corporate practice of medicine as a consequence of providing the Solution. Nothing contained in the VetARinarian Suite is intended to be instructional for medical diagnosis or treatment. The information presented by the Software and/or VOCN should NOT be considered complete, nor should it or take the place of a consultation with a veterinarian or competent healthcare professional for medical diagnosis and/or treatment but is provided as information only. This Software does not directly or indirectly practice medicine or dispense any medical services.

Miscellaneous.

Entire Agreement.

The terms and conditions of this Agreement constitute the entire Agreement between You and VOCN with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either You or VOCN arising out of fraud or fraudulent misrepresentation.

Assignment

You are not allowed to assign this Agreement or any rights hereunder. VOCN is allowed at its sole discretion to assign this Agreement or any rights hereunder to any third party, without giving prior notice.

Survival

Any provision of this Agreement that is expressed to survive or operate in the event of termination shall survive termination of this Agreement for whatever reason.

No Removal of Notices

You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or VOCN’s (or its licensors) rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.

Partial Invalidity

If any provision of this Agreement, or any part of a provision, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision (or part-provision) in question is not of a fundamental nature to this Agreement as a whole, the legality, validity or enforceability of the remainder of this Agreement (including the remainder of the term which contains the relevant provision) shall not be affected.

Jurisdiction

You expressly agree that exclusive jurisdiction for any dispute with VOCN, or in any way relating to your use of the VetARinarian Solution as set out in this Agreement, resides in the courts of the province of Ontario, Canada.

You expressly acknowledge that you have read this Agreement and understand the rights, obligations, terms and conditions set forth herein. By Accepting the terms of this agreement (in analog or digital affirmation), and/or continuing to use the Solution, you expressly consent to be bound by its terms and conditions and grant to VOCN the rights set forth herein.