This End-User License Agreement or EULA is a legal agreement between, in the case of (i) each User (defined below) of the Platform (defined below) and (ii) the Zoetis entity (Zoetis, our, we or us) that supplied, directly or indirectly, access to the Platform to You.
“User”, “You” or “Your” refers to each person who uses the Platform as well as the Veterinarian, Vet Practice, research organization or other organization that supplied such person with access to the Platform. Users may include, without limitation, animal owners, researchers and veterinarians.
The “Platform” refers to the VetMetrica health-related quality of life measurement tool (HRQL) for animals, including the VetMetrica website and any other related software or applications along with any updates, modifications and corrections thereto. The Platform can be used to assess quality of life in companion animals, for educational and informational purposes only to support routine wellness monitoring, monitoring of disease progression and treatment efficacy, assisting end of life decision making, and/or serving as a primary or secondary outcome measure in clinical studies (including regulatory and post marketing trials) (collectively, the Purpose).
By using the Platform or any updates to it (Updates), You agree to be bound by this EULA. If You do not agree to this EULA, you must choose not to use the Platform. In addition, by installing or using any Updates, You agree to be bound by any terms that accompany those Updates. If You do not agree to those additional terms, You must not install or use the Update.
The Platform does not provide veterinary advice, is not intended for diagnostic use, and must be used under the clinical judgment of a licensed veterinarian.
The Platform and the animal health information contained in, or received through use of, the Platform is provided for the Purpose only and is not intended to replace discussions with an animal healthcare professional. All decisions regarding the care of a veterinary patient must be made with an animal healthcare professional, considering the unique characteristics of the patient. You should always seek the advice of Your animal’s veterinarian or other animal healthcare professional with any questions you may have regarding the diagnosis, cure, treatment, mitigation or prevention of any disease or other health condition or impairment that Your animal may or may not have, as well as Your animal’s health and care in general.
If you are accepting these terms on behalf of a company or other legal person, you must have full authority to bind that company or person to these terms.
1.1 Access and User Account creation. Access to the Platform is granted to You by Zoetis. Initial access is provided to Your Practice’s Veterinarian user(s) by Zoetis or to an authorized research organization in connection with a clinical study, as applicable. You may create and manage User Accounts solely for (as applicable): (i) Veterinarian users who belong to Your Vet Practice, (ii) Owner users associated with animals under the care of Your Vet Practice, and (iii) researcher users associated with the clinical study (Researcher). Creation of User Accounts require entering the User’s name, address, contact details and their role at the Vet Practice, as an Owner or Researcher. You may not create, request, or assume access to administrator, researcher, or any other roles. Veterinarian and Researcher users can operate only within the scope of the Vet Practice or research organization to which they belong, respectively.
1.2 You will provide and maintain true and accurate information relating the User Accounts created by You and ensure You have obtained all required consents and notices to invite and register Owners, including notification to Owner users that they are subject to and agree to be bound by the terms of this EULA.
1.3 We grant You a non-exclusive, non-transferable, non-sublicensable license to use the Platform solely for the Purpose, subject to terms of this EULA.
1.4 We may carry out, implement, and install Updates to the Platform at any time at our sole discretion without any notice. The Platform may not be available at all times, such as during maintenance breaks.
1.5 You must not:
(a) publish, change, modify, develop, copy or adapt the software integrated in the Platform, in whole or in part, without our prior written approval;
(b) reverse engineer, decompile, or disassemble the software integrated in the Platform, except to the extent such is expressly permitted by applicable law;
(c) interfere with or disrupt the servers or networks connected to the Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform;
(d) use the Platform or any of its capabilities in such a way that it could lead to damage, shutdown, overload, damage or deterioration of the quality of our systems or security or interference with the data of other users;
(e) broadcast, publish or transmit any unlawful, harassing, libellous, defamatory, abusive, threatening, or harmful material of any kind or broadcast, publish or transmit any material that encourages conduct that could constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable law; or
(f) rent, lease, assign, grant a security interest, transfer or sell any right or interest or lend the access to the Platform.
2.1 To the maximum extent permitted by applicable law, we (i) provide the Platform “as is”; (ii) make no warranty, representation, or guarantee as to the Platform’s use or performance, and disclaims all warranties, representations and guarantees, including any implied warranties of merchantability, quality, accuracy, fitness for a particular purpose or use, title, non-infringement, or systems integration; and (iii) without limiting the foregoing, do not warrant, represent, or guarantee that the operation of the Platform will be fail- safe, uninterrupted, or free from errors or defects or that the Platform will protect against all possible threats.
2.2 You acknowledge and agree that access and uninterrupted performance of the Platform will require a stable internet connection for which You will be solely responsible. Please contact your Zoetis representative with any questions.
2.3 We are not liable to You for any loss of profit, business interruption, or loss of business information, or any indirect, special, incidental, punitive, exemplary, or consequential loss or damage of any kind however caused arising out of or in connection with the use or inability to use the Platform. In any case, to the maximum extent permitted by applicable law, our maximum aggregate liability to You under this EULA is limited to the aggregate amount for access to the Platform invoiced over the immediately prior six (6) months.
2.4 Where consumer protection or similar legislation does not permit us to limit or exclude our liability as set out in clauses 2.1 , 2.2 or 2.3 then, to the extent permitted by applicable law, our liability to You is limited to supplying an equivalent of the Platform, if possible.
2.5 Notwithstanding anything contained in this EULA, You expressly acknowledge that the Platform only acts as a communication system. Zoetis shall have no responsibility for any diagnosis, medical decisions, or treatment provided by You or for any information or content (public or private) shared or posted by You or those authorized or not authorized by You (but under Your User Account(s)). You hereby indemnify Zoetis, its directors, subsidiaries, affiliates, officers, agents and employees and hold them harmless from any loss, liability, claim or demand, including reasonable attorney fees arising out of any claim by a third party arising due to performance or non-performance of obligations under this EULA by You including, but not limited to, insufficiency in medical care and treatment, medical negligence, failure to warn, breach of intellectual property and data breach, any information or content (public or private) shared or posted by You or those authorized or not authorized by You (but under Your User Account(s)), and security breach.
3.1 Please review the Zoetis Privacy Policy to understand the information Zoetis collects, Zoetis’ use of that information and the choices Zoetis offers Users.
3.2 You agree that Zoetis will own and may use for any purpose all data collected in connection with Your use of the Platform once such data has been rendered anonymous in such a way that Your identity and that of Your clients (animal owners – if applicable) is not or is no longer identifiable (anonymized). Anonymized data includes, but is not limited to, data that has been changed, transformed, re-arranged or otherwise manipulated into a usable and desired form (transformed) or data that has been aggregated such that the data is part of a larger pool of data (aggregated). Zoetis and its affiliates may use all collected data which has not been anonymized, aggregated or transformed for internal business purposes, as described in Zoetis’ Privacy Policy.
3.3 If applicable, You agree that You have the right to submit all documentation, including but not limited to: User Account information, diagnostic records, medical care and treatment records, clinical and disease data, and any photographs submitted to Zoetis in furtherance of the use of the Platform (collectively, Records). You transfer the right(s) to the Records to Zoetis. Any test results, diagnoses, or other analyses produced by Zoetis resulting from the submission of Records will become the property of Zoetis; provided, however, that Zoetis shall not use or disclose such information unless it is anonymized, or unless Zoetis is specifically required to disclose such information by state or federal agencies. Records may be used for research, teaching and commercial purposes. Records will not be returned unless specific arrangements are made, at your expense, in advance of Zoetis’ receipt.
3.4 You agree that you shall not use any outputs or data derived from the Platform inclusive of scores generated from Platform questionnaires without prior written approval of Zoetis.
All Intellectual Property Rights (as defined below) in the Platform belong to Zoetis, its affiliates or its licensors. The Platform, including its object code and source code, is strictly confidential to Zoetis, its affiliates or its licensors. Nothing in this EULA gives You a right or license to use any of Zoetis’ Intellectual Property Rights.
“Intellectual Property Rights” means all registered or unregistered patents, trademarks, services marks, domains, registered designs (and any applications for any of the foregoing), copyright (including rights in software - object code and source code), databases, inventions, discoveries, know-how and any other intellectual or industrial property rights; including, without limitation, the Platform and all outputs and data collected, generated, received, or derived by or through the Platform.
5.1 Zoetis represents, warrants and undertakes that it will not through the provision of the Platform seek improperly to influence You with the intent to improperly obtain or retain business for Zoetis or for any other improper purpose.
5.2 You represent, warrant and undertake to Zoetis that You will not (directly or indirectly) offer, pay or authorise the offer/payment of any money or the giving of anything of value or do any other thing in order to exert improper influence on any government official or any other person and that it has not accepted and will not accept in the future such a payment. You further confirm that the purpose of the provision of the Platform is not to improperly influence You or anyone else.
6.1 You represent and warrant that: (i) You are a legal entity registered within the state(s), province(s) or country(ies) in which You do business; (ii) You are compliant with all applicable licensing requirements within the state(s), province(s) or country(ies) in which You do business; (iii) You have acquired the Platform for Your own use, and will use the Platform solely in connection with the Purpose. If you are a legal entity established and organized under the laws of a country other than the United States of America, You represent and warrant that: (x) You will not, directly or indirectly, Yourself or through third-parties, export or cause our goods and services to be exported to the United States of America and You do not intend for our goods and services to be used, consumed or disposed of within the United States of America; (y) You will not cause our goods and services to be subject to processing, distribution, assembly or manufacturing within the United States of America; and (z) any services provided by us will be provided to offices, facilities or other operations of you located outside of the United States of America, for use outside the United States of America.
7.1 There is no obligation on You to use the Platform and You can stop using it at any time.
7.2 We may terminate this EULA immediately by notice to You if: (a) You breach Clause 5 of this EULA; (b) we discover that: (i) improper payments are being or have been made to any government official or any other person by or on behalf of You (whether in connection with this EULA or not); or (ii) You or those acting on behalf of You have accepted any payment, item or benefit (regardless of value) as an improper inducement to award, obtain or retain business or otherwise gain or grant an improper business advantage; (c) You commit a material breach of this EULA including, without limitation, using the Platform other than for the Purpose; or (d) You cease using the Platform, as applicable. In addition, we may terminate this EULA at our convenience for any reason upon providing at least thirty (30) days prior written notice to You.
7.3 If this EULA is terminated, You must destroy or delete, as applicable, all archived copies of the Platform and the software integrated in the Platform to the extent in your possession. Termination of this EULA does not affect any rights of a party that accrued before termination.
Zoetis may modify this EULA at any time in its sole discretion without seeking your prior consent. We will inform you whenever the terms contained herein are updated and You will be prompted to accept such updated terms and conditions. If You do not approve of such modifications, You may terminate this EULA by serving a written notice to Zoetis, at which point your access to the Platform will be immediately discontinued. Your continued usage of the Platform shall be deemed to be an acceptance of these terms and the modifications thereto.
This EULA and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the country of the Zoetis entity which supplied, directly or indirectly, the Platform to you. Both parties irrevocably submit to the non-exclusive jurisdiction of the courts of that country to settle any dispute or claim that arises out of or in connection with this EULA or its subject matter.