Terms of Use for AxisView LLC Websites

(updated May 20, 2022)

Terms of Use for AxisVet, Inc. Websites and Services

Thank you for visiting this website (“Website”) owned and operated by AxisVet, Inc., a Delaware corporation (“AxisVet”).  These Terms of Use for AxisVet, Inc. Websites and Services (these “Terms”) govern your use of this Site; all other websites owned and operated by AxisVet, including, without limitation www.axisvet.com and www.axisview.com (all such sites, including the Website, are referred to as the “Sites” and singularly as a “Site”); and all services acquired from AxisVet, including, but not limited to, veterinary consultation services consisting of teleradiology and telecardiology services, whether acquired directly from AxisVet, through a reseller of AxisVet’s services, or from AxisVet through the use of any Site or account created on any Site (any of which are referred as ”Services”).

1.         ACCEPTANCE OF TERMS: OUR AGREEMENT

These Terms apply to you (being the person who has accessed these Terms through one of AxisVet’s Sites). If you are acting on behalf of another person, e.g., your employer, “you” also includes that other person. Please read these Terms carefully.  By using this Site or any of the other Sites, including, without limitation, by creating an account, or by purchasing Services through a third party who provides Reports (as defined in Section 10.B. of these Terms) which incorporate these Terms, you agree to comply with and to be bound by these Terms.  If you do not agree to these Terms, you must exit the Site immediately and you may not access or use this Site or any of the other Sites and should not acquire Reports or other Services from AxisVet.

AxisVet’s agreement with you consists of these Terms and any other terms related to your acquisition of Reports or other Services from AxisVet which are provided to you prior to your ordering Reports or other Services and are accepted by you as evidenced by your ordering of Reports or other Services (our or this “Agreement”).

2.        REFERENCES TO THE PARTIES TO THESE TERMS

AxisVet may be referred to as “we” and other grammatical forms of the first person plural. “You” may be referred to as “you” and other grammatical forms of the second person singular.

3.        ACCEPTANCE OF PRIVACY POLICY

By agreeing to these Terms, you also agree to the terms of our Privacy Policy[JTN1] .  Please carefully review our Privacy Policy.  Our Privacy Policy explains the way AxisVet uses, stores, and discloses information you provide to us and other information regarding you that AxisVet may maintain or store.  To the extent there are inconsistencies between these Terms and our Privacy Policy, these Terms control.

4.        MODIFICATION OF TERMS AND PRIVACY POLICY

AxisVet reserves the right to update or modify these Terms and the Privacy Policy at any time, without prior notice.  AxisVet will post the most current version of the Terms and the Privacy Policy.  You may access the current version of these Terms or the Privacy Policy at any time by clicking on the link marked “Terms and Conditions” or “Privacy Policy”, as applicable, in the universal footer of this Site and any of the other Sites.  Modifications to these Terms and the Privacy Policy are effective when they are posted. Your continued use of this Site or any of the other Sites after we have posted modified Terms or a modified Privacy Policy is your agreement to be bound by the modified Terms or Privacy Policy, as applicable.  If you disagree with any modification to the Terms or Privacy Policy, you must immediately discontinue any use of this Site and the other Sites.

5.        ELECTRONIC COMMUNICATIONS; EMAILS AND TEXT MESSAGES 

You are communicating with AxisVet electronically when you send e-mails or text messages to us or visit this Site or any of the other Sites.  You consent to receive communications from AxisVet electronically. If you provide us with an electronic mail address you consent to our communicating with you by electronic mail. If you provide us with a mobile or cellular telephone number, you consent to our communicating with you by text messaging (including by SMS, MMS, and any other formats) and agree that if there is any cost or charge associated with our sending you text messages that you will bear such costs or charges.

6.        SURVIVAL

These Terms and the Privacy Policy, and your obligations under these Terms and the Privacy Policy, continue to apply to you even if you are no longer using this Site or the other Sites.

7.        ADULT USAGE ONLY

This Site and the other Sites are intended for use by those who are of the age of majority and able to legally enter binding contracts without any right of rescission.  Accordingly, in using this Site, you represent, warrant, and agree that you are at least eighteen (18) years or older, or otherwise are of the age of majority and able to enter into binding, non-rescindable contracts.

8.        OWNERSHIP OF THIS SITE AND ITS CONTENT AND SOFTWARE        

           A.       All content, including but not limited to text, graphics, and downloads found on this Site and the other Sites (“Content”) and all software used to operate the functions of this Site and the other Sites (“Software”) is protected under applicable intellectual property and other laws, including without limitation the copyright and trademark laws of the United States and other countries. All Content and Software and intellectual property rights therein are the property of AxisVet or its licensors.

           B.        Content and Software do not include Reports.

           C.       You are hereby granted permission to access and use this Site and the other Sites and to display, download, or print Content and use the Software of this Site or the other Sites solely for the purpose of ordering and receiving Reports and other Services.

           D.       You may not reproduce, duplicate, copy, sell, resell, or otherwise exploit or distribute any of the Content or Software for any commercial purpose without our express written consent.

9.        TRADEMARKS

This Site, the other Sites, and Reports may contain trademarks, service marks, company names, abbreviations, acronyms, product names, other trade names, trade dress, logos, icons, buttons, and graphics, print styles, colors, and color schemes (collectively the “Marks”). All Marks appearing within this Site or any of the other Sites or in Reports, whether registered or not, are the property of AxisVet unless otherwise expressly noted (the “AxisVet  Marks”).  Unauthorized use of the Marks is expressly prohibited.  You are not authorized to display or use the AxisVet Marks in any manner without AxisVet’s prior written permission. You are not authorized to display or use any of the other Marks without the prior written permission of the owner of such Mark.

10.       SERVICES; REPORTS

           A.       The primary purpose of this Site and the other Sites is to order Services from AxisVet and, in doing so, to upload images of and clinical data concerning your veterinary patients.  You are responsible for all information and images input or uploaded through this Site or any of the other Sites. By so inputting information and uploading images you represent and warrant to AxisVet that the information is accurate, that you own or have the right to input and upload such information and images, that such information and images do not infringe or violate the rights of any third person, and that you are (or the person you are acting for is) a licensed veterinarian who or licensed veterinary hospital which obtained the information and images as part of their licensed practice of veterinary medicine.

           B.        Services consisting of veterinary teleradiology and telecardiology consultations and other veterinary consultations are reported and delivered in the form of a written report (each a “Report”). In addition to these Terms, you accept and agree to be bound by all disclaimers included as a part of each Report, however no such disclaimer shall contradict these Terms. You should contact AxisVet to learn the content of any disclaimers if you have any questions about what is being disclaimed by AxisVet.

           C.       AxisVet does not accept the terms of pre-printed purchase orders and only these Terms apply to the sale of Services and Reports.  If you submit a purchase order or other form or document containing terms purporting to control or apply to the use of the Sites, or any of them, or the acquisition, purchase, or use of Reports or other Services that contradict or add terms or provisions not contained in our Agreement, then your provision of such shall give AxisVet the right to rescind any resulting contract or agreement at any time by refunding to you the price paid by you for such Report(s) or other Services.

           D.       You agree to pay the fees at the prices and on the payment terms provided by AxisVet at the time you place your order for Reports or other Services.  You are responsible for all sales, use, and excise tax associated with the sale and use of the Services and Reports, even if not quoted as part of AxisVet’s pricing. Confirmation of your order after receiving AxisVet’s pricing and other payment terms is your acceptance of those terms and your agreement to pay for such Services and Reports in accordance with those terms.

           D.       Your acceptance and use of the Services and Reports is subject to these Terms, including, without limitation, terms limiting our warranties and liability.

           E.        Reports are licensed and provided to you solely for your own veterinary practice. You may not and agree you will not reproduce, duplicate, copy, sell, resell, or otherwise exploit or distribute any Report for any other purpose without our express written consent.

11.        YOUR ACCOUNT, REPRESENTATIONS, CONDUCT, AND OBLIGATIONS

           A.       ACCOUNTS.

                      1.         You hereby confirm and agree that all the information that you provided in or through this Site or other Sites, and the information that you will provide in or through this Site or other Sites in the future, is accurate, true, current and complete. Furthermore, you agree to maintain and update this information so it will continue to be accurate, current and complete.

                      2.        You agree, confirm and acknowledge that you are responsible for maintaining the confidentiality of your password and any other security information related to your account (collectively "Account Access"). We advise you to change your password frequently and to take extra care in safeguarding your password.

                      3.        You agree to notify us immediately of any unauthorized use of your Account Access or any other concern for breach of your account security.

                      4.        You agree, confirm, and acknowledge that we will not be liable for any loss or damage that incurred as a result of someone else using your account, either with or without your consent and/or knowledge.

                      5.        You agree, confirm, and acknowledge that you are solely and fully liable and responsible to us for all activities performed using your Account Access. You further acknowledge and agree that you are liable and responsible to us for any damage or loss we incur as a result of the use of your Account Access by any person whether authorized by you or not, and you agree to indemnify us for any such damage or loss, including, but not limited to, our reasonable attorney’s fees.

                      6.        You agree and commit not to use the account or Account Access of any other person for any reason.

           B.        YOUR CONDUCT

                      1.         You agree and confirm that your use of this Site or other Sites, including use of Services and Reports, are for use in your own veterinary practice, hospital, or clinic only and that you are not using this Site or other Sites or the Services for or behalf of any other person or organization.

                      2.        You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt, any of our systems, services, servers, networks or infrastructure, or any of this Site or other Site's systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to any of the aforementioned.

                      3.        You agree and commit not to make any use of this Site or other Sites for the posting, sending, or delivering of any of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or potentially harmful content; (d) any content that infringes a third party right including intellectual property rights; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause or encourage a criminal action or violate any applicable law.

                      4.        You agree and commit not to upload to or through the Sites or directly to us by other means any files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of our or another's servers, computers, or other property.

                      5.        You agree and commit not to violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code in relation to: (a) your use of this Site, other Sites, Reports, or other Services and (b) your relationship with us.

                      6.        You agree to check and scan any electronic files received from us or our contractors, whether through this Site or other Sites or otherwise, for any virus or malicious software prior to opening or using such files.

           C.       ADDITIONAL OBLIGATIONS

                      1.         You will indemnify us, defend us, and hold us harmless from and against any and all claims, losses, causes of action, demands, liabilities, costs or expenses (including, but not limited to, litigation costs and reasonable attorneys' fees) arising out of or relating to any of the following: (a) your access to or use of this Site or other Sites; (b) your use of any Report or any other Services; (c) any actions made with your account or Account Access whether by you or by someone else; (d) your violation of any of the provisions of this Agreement; (e) non-payment for any Reports or other Services; (e) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right. This clause shall survive expiration or termination of our Agreement.

                      2.        You confirm and agree to use only credit cards or other payment means (collectively “Payment Means”) which you are duly and fully authorized to use, and that all payment related information that you provided and will provide in the future, to or through this Site or other Sites or otherwise, is accurate, current, and correct and will continue to be accurate, current and correct.

                      3.        You agree to pay the fees, at the prices and on the payment terms provided by AxisVet at the time you place your order, for Reports or other  Services on a timely basis. By providing us with your Payment Means you authorize us to bill and charge you through that Payment Means and you agree to maintain valid Payment Means information in your account information or as requested by us. You will reimburse us upon demand for any fees or charges incurred by us as a result of any third person’s rejection or dishonor of any Payment Means you have authorized us to use. Past due fees and charges, regardless of the basis for such fees or charges, shall bear interest from the date originally due until paid at ten percent (10%) per annum.

12.       AUTHORIZED RESELLERS

AxisVet may authorize third parties to resell its Services comprised on veterinary consultations that are reported as written Reports.  All such authorized resellers must establish an account through this Site or another of the Sites, thereby being bound to these Terms, and must require the customers to whom such Reports are resold to qualify as a purchaser of such Reports under these Terms and to accept the Reports subject to and as governed by these Terms. At a minimum, such resellers must distribute resold Reports with a written notice, on the face of each Report that acceptance and use of the Report are subject to these Terms as found at the URL address containing these Terms (e.g. www.axixvet.com/tems of use).

13.       THIRD PARTY CONTENT

This Site and the other Sites may display content supplied by third parties. Any opinions expressed, or advice, statements, services, offers, or other information or content made available by third parties, or any other user of the Site or any of the other Sites are those of the respective author(s) or distributor(s) and not of AxisVet.

14.       NON-SOLICITATION

During the period you are ordering Reports or other Services from us and for the twelve (12) month period following your last order of a Report or Services from us, you agree that you will not, without the prior written consent of us:

1.         for yourself or on behalf of any other person or entity, directly or indirectly, individually or as principal, partner, stockholder, officer, director, member, employee, contractor, consultant, agent, representative or in any other capacity:  (a) solicit, entice, or persuade or attempt to solicit, entice, or persuade any employee, representative, or agent of or contractor or consultant to AxisVet (including its subsidiaries, parents, affiliates, successors and assigns) to end or reduce such person’s relationship with AxisVet, or (b) identify as a potential candidate, interview, employ, hire or participate in the hiring process, cause to be employed or engaged, or solicit the employment or the engagement as an employee, contractor, or consultant of any employee, representative, or agent of or contractor or consultant to AxisVet while any such person is so affiliated with AxisVet or within six (6) months after any such person ceases to be so affiliated with AxisVet; and/or

2.        either individually or on behalf of or through any third party, directly or indirectly, solicit, entice, persuade, or cause or attempt to solicit, entice, persuade, or cause any third party with whom AxisVet has a contractual or business relationship (including business referral sources, centers of business influence, and/or strategic business partners) to sever, modify, reduce, or in any way alter their business or contractual relationship with AxisVet. 

15.       DISCLAIMER OF WARRANTY

YOU UNDERSTAND, AGREE, AND ACKNOWLEDGE THAT: (1) WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY OF THE SITES, SERVICES, OR REPORTS. THE SITES, SERVICES, AND REPORTS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT, SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. THE USE OF THE SITES, SERVICES, AND REPORTS ARE AT YOUR OWN RISK. TO THE FULLEST EXTENT OF THE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED.

YOU HEREBY RELEASE US AND AGREE TO HOLD US HARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE (WHETHER IN CONTRACT OR TORT, BY STATUTE OR COMMON LAW, OR IN EQUITY) RESULTING FROM OUR PROVISION OF OR YOUR USE OR RELIANCE ON THE SERVICES, ANY REPORT, OR ANY OF THE SITES, INCLUDING, BU NOT LIMITED TO, ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, AND/OR INFORMATION PROVIDED AS PART OF ANY  SERVICES OR REPORT  OR ACCESSIBLE THROUGH ANY OF THE SITES.

This Section 15 shall survive the expiration or termination of our Agreement.

16.       LIMITATION OF LIABILITY

YOU UNDERSTAND, AGREE, AND ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES ARISING FROM OR CONSISTING OF LOSS OF DATA; LOSS CAUSED BY A VIRUS; LOSS OF INCOME OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; CLAIMS OF THIRD PARTIES; OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR LOSSES.

YOU UNDERSTAND, AGREE, AND ACKNOWLEDGE THAT OUR AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO OUR AGREEMENT AND ANY AND ALL USE OF THE SITES, REPORTS, OR OTHER SERVICES WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID BY YOU OR ON YOUR BEHALF FOR REPOTS AND OTHER SERVICES IN THE 12 MONTHS PERIOD PRIOR TO THE DATE OF THE CLAIM.

Unless prohibited by law, you agree that any cause of action arising out of or related to any Report or other Services which are provided subject to the terms of our Agreement or arising from the use of any of the Sites must commence no later than one (1) year after the cause of action arose and if not commenced within such one (1) year period, such cause of action is permanently barred.

If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.

This Section 16 shall survive the expiration or termination of our Agreement.

17.       MISCELLANEOUS BUT IMPORTANT PROVISIONS

Our Agreement and our relationship with you shall both be interpreted solely in accordance with the laws of the State of Delaware excluding any rules governing choice of laws.

You irrevocably agree that the exclusive venue for any action or proceeding arising out of relating to our Agreement or our relationship with you, regardless of theory, shall be the U.S. District Court for the District of Colorado, Denver Division, or the state courts located in the City and County of Denver, Colorado. You irrevocably consent to the personal jurisdiction of the aforementioned courts and hereby waive any objection to the exercise of jurisdiction by the aforementioned courts.

OUR AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND US. YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY PROMISES OR REPRESENTATIONS BY US EXCEPT AS SET FORTH IN OUR AGREEMENT.

We may freely transfer or assign our rights and liabilities under our Agreement. Except as otherwise expressly provided in these Terms, our Agreement shall bind and inure to the benefit of the successors, assigns, heirs, executors and administrators of you and us.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of our Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by AxisVet in exercising any right, power or privilege under our Agreement shall operate as a waiver. Similarly, AxisVet’s election to not assert its rights under our Agreement shall not preclude AxisVet from asserting its rights in the future.

The paragraph headings in these Terms are solely for convenience and will not be applied in the interpretation of our Agreement.

If any provision of our Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of our Agreement will remain in full force and effect.

Except as expressly provided in these Term, nothing in our Agreement is intended to confer upon any third-party, including, but not limited, to upon any of your clients, any rights, remedies, obligations, or liabilities.

AxisVet may provide you with notices, including those regarding changes to these Terms, using various means including but not limited to email, regular mail, text message, postings on this Site or the other Sites, or other reasonable means now known or hereafter developed.

The prevailing party in any action, suit, or proceeding arising from or based upon our Agreement shall be entitled to recover their reasonable attorneys' fees in connection therewith in addition to court costs and other reasonable fees and disbursement incurred in such action, suit, or proceeding.

To clear any doubt, all clauses regarding disclaimers of warranties, limitations of liabilities, and indemnification shall survive the termination or expiration of our Agreement.

18.       WAIVER OF JURY TRIAL

YOU AND WE EACH HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND AGAINST ANY RIGHTS OR OBLIGATIONS UNDER EITHER OUR AGREEMENT OR THE PRIVACY POLICY. SUCH WAIVER ALSO INCLUDES ANY HEARING, MOTION, OR APPLICATION RELATED TO ATTORNEYS’ FEES.

 19.      RECORD RETENTION

You agree to comply with all applicable governmental laws, ordinances, rules, and regulations related to the retention of records for your veterinary practice or provision of veterinary medical services.  Once AxisVet has transmitted Reports or other written work product derived from Services to you,  AxisVet shall have no obligation to you to retain such Reports or written work product for your benefit.  Under no circumstances will AxisVet be liable to you for your failure to retain necessary records of Reports or other Services, nor will AxisVet’s failure to retain any such records, even if in violation of its own policies and procedures, relieve you of your duty under the law or be the basis for any obligation or liability on the part of AxisVet.

20.      CONTACTING AXISVET

You may contact AxisVet at:

Email: info@axisvet.com

***End of These Terms***