Hi, we’re DaySmart Vet (“Daysmart,” “we,” “us,” or “our”). We provide products and services that help animal healthcare providers run their businesses better, including cloud practice management software, and related products and services (together, our “Services”). These Terms of Service (the “Agreement”) are the terms that govern your access to and use of our Services. You should also read our privacy policy, which describes how we collect and use information about you.
By accessing our Services, or by clicking to accept or agree to this Agreement (if this option is made available to you), you accept and agree to be bound and abide by the following terms.
YOU
You may enter this Agreement on behalf of yourself or on behalf of a business entity and all of its authorized users. If you’re using our Services on behalf of a business, then you are agreeing to these terms on behalf of yourself as an individual, that business, and its authorized users, and you represent and warrant that you have the legal authority to bind that business (when we refer to “you” in this document, we’re referring to you and the business entity).
LICENSE
So long as you pay the required fees and comply with all the terms and conditions of this Agreement and any other written agreements between us, we hereby grant you a non-exclusive, non-sublicensable, non-transferable license to access and use the Services solely to facilitate your business as an animal healthcare provider.
LIMITS ON USE
You agree that you shall not, or permit anyone else to:
You may only use our Services as permitted by these terms, according to any written agreement between us, and by applicable laws, including applicable privacy laws. You are responsible for obtaining and maintaining all consents required for you to use our Services, including any consents from individuals whose data you might store in our Services (such as your clients).
We may suspend providing our Services to you, or terminate your account, if we suspect that you violated these terms.
ACCOUNTS AND ADMINISTRATORS
You will need an account to use our Services. Your account may be assigned to you by an administrator, who will also be able to access or disable your account. You are responsible for keeping your account information accurate, safeguarding your password, and for all actions taken using your account. If you learn of, or suspect, any unauthorized use of your account, please contact us right away.
CONTENT
Our Services allow you to upload and store content. You remain the owner of that content, and are solely responsible for it. In order to operate and improve our Services, you grant us a worldwide, perpetual, non-cancellable, royalty-free, fully paid-up license to store, process, copy, use, and display your content to you and other users of your account.
This includes the right to copy your content to our databases, make backups, and analyze it on our servers. To the extent any of that use constitutes a modification or derivative work, then you also give us a license to make modifications and derivative works of your content. You hereby represent that you have the necessary rights to grant us this license.
We may not monitor content that is submitted or uploaded to our Services, but we may remove any content that we believe violates these terms. We may also access your account in order to respond to your support requests. This license does not grant us the right to sell your content.
PROTECTING YOUR CONTENT
We take reasonable measures to safeguard the security, confidentiality and integrity of our Services and your content, but we cannot guarantee that security, confidentiality or integrity. While we regularly backup our Services and your content, we recommend that you also keep copies of your content.
USER DATA
In connection with your use of the Services, we may collect and store information about you and how you interact with the Services. You agree that we may use this user data to improve the performance or functionality of the Services, develop updates to the Services, or verify that you are complying with this Agreement.
THIRD PARTY PRODUCTS, SERVICES, AND CONTENT
Our Services allow you to access and use third party products or services that we do not own or control. If you choose to access or use these third party products or services, you do so at your own risk, and you allow us to share your information and content with these third parties to enable them to provide the products, or perform the services, you requested.
We do not endorse, support or warrant these products or services, and you agree to not hold us responsible for any loss or damage that you may suffer as a result of accessing or using these products or services. Our Services may also include content that is not ours, or that was uploaded or submitted to our Services by third parties. If you use or rely on this content, you do so at your own risk.
OUR PROPERTY
The Services are owned by Daysmart or its affiliated entities and are protected by United States and international copyright, trademark, trade secret, and other intellectual property or proprietary rights laws. You have no right, license or authorization with respect to the Services except as expressly allowed by this Agreement.All other rights in and to the Services are reserved by Daysmart.
Daysmart, Daysmart Vet, and all related logos, product and service names, designs, and slogans are trademarks of Daysmart or its affiliated entities. You must not use these marks without our prior written permission.
YOUR FEEDBACK
Your feedback helps us to improve our Services and to develop new products and services. We are grateful for any feedback you choose to provide us, and you agree that we may freely use it, and you assign us all right, title, and interest in the feedback without any further obligation to you.
PAYMENTS
All payments are due in U.S. Dollars. Unless otherwise agreed by both of us in writing, we will charge your credit card on a monthly basis starting on the day you make your purchase. We will continue to charge your credit card until your subscription to our Services expires or is terminated pursuant to these terms.
Our fees are exclusive of all taxes, and you are responsible for paying any tax applicable to your purchase. If your credit card is declined (or you otherwise fail to pay us), we may suspend your access to our Services, but we will notify you before we do.
CHANGES
We reserve the right to make any changes to the Services that we think are necessary or useful to maintain or improve the quality, efficiency, or performance of the Services or to comply with applicable law. We may also revise and update this Agreement from time to time in our sole discretion. Your continued use of the Services following the posting of a revised Agreement means that you accept and agree to the changes.
TERMINATING SERVICES
You may terminate your subscription to our Services at any time by providing us with written notice (email is fine); provided, that in that event:
We may also stop providing our Services to you at any time, in which case we will give you reasonable advance notice and a pro-rata refund of any fees you prepaid. However, if we reasonably believe you violated this Agreement or failed to pay us when due, we do not have to give advance notice and can suspend or terminate your account with immediate effect.
This section does not limit any of our other rights or remedies, whether at law, in equity, or under any applicable agreement.
You must immediately cease using our Services when your access to our Service expires or is terminated for any reason. You may export your content from our Services in comma-separated value (CSV) format using the reports available in our Services. If you prefer that we provide your content in Structured Query Language (SQL) format, we will do so twice at no charge.
This Agreement will automatically terminate when your access to our Service expires or is terminated for any reason, except with respect to outstanding payment obligations and all obligations that by their nature would continue beyond the termination, cancellation or expiration of these terms. Following termination or expiration of your subscription to our Service, we will have no obligation to maintain any of your content and, unless legally prohibited, we will delete it within thirty (30) calendar days after such termination or expiration.
DISCLAIMER
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. DAYSMART, ON ITS OWN BEHALF AND ON BEHALF OF ANY PERSON OR ENTITY ASSOCIATED WITH DAYSMART, HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. NEITHER DAYSMART NOR ANY PERSON OR ENTITY ASSOCIATED WITH DAYSMART MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, DAYSMART PROVIDES NO WARRANTY OR REPRESENTATION THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
INDEMNIFICATION
You agree to indemnify and hold us (and our affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns) harmless from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including reasonable attorney’s fees) arising out of or relating to:
INFRINGEMENT CLAIMS
If we believe our Services might infringe a third party’s intellectual property rights, then we will, at our expense:
If we believe that none of these options are commercially reasonable, then we may terminate your access to our Services and provide you with a pro-rata refund of any prepaid fees after the date of termination. These remedies are your exclusive remedies, and our exclusive obligation, with respect to infringement claims.
LIABILITY FOR OUR SERVICES
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (I) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (II) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, (III) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (IV) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT WILL OUR MONETARY LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
SUPPORT
If you experience a technical issue while using our Services that you are unable to resolve yourself, you may email us at [email protected] or call us at +1 (844) 4-VETTER. We will respond to your request promptly.
PUBLICITY
We’re proud that you’re our client, and we want the world to know it. You permit us to use your name and logo in our customer lists, promotional materials and in conversations. You do not give up any ownership rights in your name or logo, and if you no longer want us to use your name or logo in the future, please send us an email to let us know.
MISCELLANEOUS
These terms govern our relationship with you – they do not create any third party beneficiary rights. Our failure to enforce any right does not mean that we are giving up any of our rights. Neither of us will be liable for a failure to perform our obligations (excluding obligations to pay fees) as a result of a condition that is outside of our reasonable control (such as a natural disaster, war or Internet disturbance).
These terms (including our privacy policy) make up the entire agreement between us relating to our Services and your use of our Services. If a court decides that a portion of these terms is not enforceable, the rest of these terms will not be affected. The headings in this Agreement are for reference only and do not affect its interpretation. These terms are governed by the laws of the State of Arizona, excluding its conflict of laws rules.
You agree that we shall resolve any dispute, controversy, or claim arising out of or relating to these this Agreement or your use of the Services (each a “Dispute”), including Disputes arising from or concerning the interpretation, violation, invalidity, non-performance, or termination of this Agreement, to final and binding arbitration conducted by JAMS in Scottsdale, Arizona, which shall be the sole and exclusive mechanism for resolving any Dispute that may arise. You hereby waive any and all objections to the exercise of jurisdiction over you by JAMS at such location and agree that the parties’ choice of arbitration as a dispute resolution mechanism under this Agreement is intended to be mandatory and not permissive thereby precluding the possibility of litigation in any other forum, provided that we retain the right to bring any pre-arbitration suit, action, or proceeding against you for breach of this Agreement in order to seek pre-arbitration injunctive relief in any competent jurisdiction. Any arbitration award may be enforced in any court of competent jurisdiction.