Welcome to MVH, provided by My Vet Hub, Inc. and its subsidiaries, affiliates and other related entities (“MVH,” “we,” “our” or “us”). These MVH Terms of Service (“Terms” or “Agreement”) govern your use of our software applications, architecture and platform (the “Software”) and systems and data facilities (the “Network”), as well as any other websites, subdomains or services owned or controlled by MVH that provide you with access to the Software, Network and Mobile App (as defined below), if downloaded by you (collectively, the “Service”). To access the Service, you must at all times agree to and abide by these Terms.
These Terms constitute a legal contract between you — the representative authorized to legally bind a single company, organization or other entity (“you” or “Subscriber”) — and MVH regarding your use of the Service. For purposes of these Terms, “you” or “Subscriber” also refer to the Subscriber’s authorized end users of the Service. MVH may have different roles with respect to different types of end users and “you” as used in these Terms applies to the appropriate type of end user under the circumstances.
By executing an Order (as defined below) for the Service, you signify that you have read, understood and agree to be bound by these Terms, which incorporate the following:
- the provisions of these Terms of Service;
- the Business Associate Agreement (“BAA”), Data Processing Addendum (“DPA”) or other such agreement that you and MVH have agreed to in writing;
- the quotation, pricing sheet or service agreement issued by MVH to you (the “Order”);
- the MVH Privacy Policy (the “Privacy Policy”); and
- any additional guidelines and future modifications to any of the foregoing issued by MVH from time to time.
If you are using or opening an account with MVH on behalf of a company, organization or other legal entity (collectively, the “Subscribing Organization”), you represent and warrant that you: (i) are an authorized representative of that Subscribing Organization with the authority to bind it to these Terms; (ii) have read and understood these Terms; and (iii) agree to these Terms on behalf of such Subscribing Organization.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. License Grant
Subject to the terms and conditions of these Terms, MVH hereby grants to you a limited, personal, non-transferable and revocable license to access and use the Service in the manner contemplated by these Terms, solely for your internal business purposes. You have no right to sub-license or resell the Service or any component thereof. By using the Service, you acknowledge that your business purposes operate within the purposes and uses approved by MVH, which can be found on the MVH website at myvethub.com under Software.
2. The MVH Service and Features
Subject to these Terms, MVH agrees to provide the Service. MVH has no obligation to provide any services or perform any tasks not specifically set forth in these Terms or any applicable Order. Pursuant to your Order, the Service consists of integrated hardware and/or software features (each a “Feature” and collectively, “Features”) that enable you to engage in various communication, management and other business activities. These may include phone systems; text messaging; scheduling; team communication and chat; digital forms; call and practice analytics; automated phone, AI phone receptionist, text and chat-based communication; and marketing tools, as more fully described at myvethub.com (the “Website”) and as may be updated by MVH from time to time.
Certain Features have additional terms and conditions specific to your access and use of such Feature (“Feature Terms and Conditions”) that you agree to by entering an Order for such Feature(s). Each Feature Terms and Conditions, as amended from time to time, supplements these Terms and is incorporated herein by reference (available at myvethub.com/legal).
2.1. MVH Phones
If you use MVH Phones/Voice over Internet Protocol (“VoIP”) Service, you agree to be bound by the MVH VoIP Service Terms.
2.2. MVH Mobile App
If you access and use the Service via a mobile device, you agree to be bound by the Mobile App Terms.
2.3. MVH AI Receptionist
If you use the MVH AI Receptionist, you agree to be bound by the AI Receptionist Terms.
2.4. MVH Forms
If you use the MVH Digital Forms Service, you agree to be bound by the Digital Forms Service Terms.
2.5. Conflicts Between Terms
If any provision of these Terms expressly conflicts with any provision of a Feature Terms and Conditions, the conflicting terms in the Feature Terms and Conditions will control. If your Order conflicts with these Terms, your Order shall govern. All other terms and conditions of each agreement remain in full force and effect. For the avoidance of doubt, any reference to the Service in these Terms includes the Features.
3. Third-Party Provider Agreements
In addition to these Terms, your relationship with any of our third-party providers will be subject to separate terms and conditions applicable to each specific third-party provider (each, a “Provider Agreement”). A Provider Agreement, available upon request, supplements these Terms and is hereby incorporated by reference. If any provision of these Terms conflicts with any term of a Provider Agreement, the conflicting terms in the Provider Agreement will control with respect to that third-party provider’s products or services. You will also be subject to any additional guidelines or rules applicable to a specific Provider Agreement, all of which are hereby incorporated by reference into these Terms.
MVH MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER IN RELATION TO THIRD-PARTY PRODUCTS AND SERVICES. SUBSCRIBER’S USE OF THIRD-PARTY PRODUCTS AND SERVICES IS AT ITS OWN RISK. MVH ASSUMES NO RESPONSIBILITY AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR CLAIMS OF LOSS AND/OR DAMAGES INCURRED RESULTING FROM THE USE OF OR CONCLUSIONS DRAWN FROM ANY THIRD-PARTY PRODUCT OR SERVICE, REGARDLESS OF WHETHER MVH IS A RESELLER OF, OR REFERRAL AGENT FOR, SUCH PRODUCT OR SERVICE.
4. Modification of the Terms
MVH reserves the right, at its sole discretion, to change, supplement or remove all or part of these Terms, including any Feature Terms and Conditions, at any time. You agree to review these Terms periodically for changes. When we change the Terms in a material manner, we will update the “last updated” date at the top of this page and notify you that material changes have been made. If any such revision is unacceptable to you, your only remedy is to terminate your MVH Service. Your continued use of the Service following any revision to these Terms constitutes acceptance of all updated terms and conditions.
5. Support
MVH makes available web-based support at myvethub.com/help and provides support services via email, chat and telephone, as further described on the MVH Support webpage at myvethub.com/help. Additional support services may be available upon payment of applicable fees, as specified in any applicable Order. All support services are subject to these Terms and MVH’s applicable support policies.
MVH may also provide onboarding, deployment and other professional services under this Agreement. The scope, pricing and other terms for such services will be set forth in the applicable Order. MVH’s ability to deliver the Service will depend on your reasonable and timely cooperation and the accuracy and completeness of any information you provide.
6. Data Processing
The Service allows you to submit, store and access certain business data and other information related to you, your customers (“Customers”) or your business, including personal data (collectively, “Subscriber Data”). Providing the Service requires MVH to collect and use your Subscriber Data. The BAA, DPA and our Privacy Policy explain how we collect, use and share information and the ways you can control it. As between Subscriber and MVH, you are the owner and controller of all Subscriber Data and MVH is the processor of Subscriber Data.
6.1. Ownership and Control
As between the parties, you own all rights, title and interest in and to your Subscriber Data and MVH acts as a processor of Subscriber Data on your behalf. By submitting Subscriber Data to MVH, you represent and warrant that you have all rights necessary to grant MVH the licenses required to provide the Service. MVH may collect, analyze and use data derived from Subscriber Data and will have the right — both during and after the Term — to use, store, transmit, modify and create derivative works of de-identified or aggregated Subscriber Data (collectively, “Usage Data”). As between the parties, MVH owns all rights, title and interest in and to Usage Data.
6.2. Subscriber Obligations Regarding Data
You represent, warrant and agree that:
- you have obtained all Subscriber Data lawfully and it does not violate any Applicable Laws or third-party rights;
- Subscriber Data is free of viruses, malware or other elements harmful to the Network or Software;
- Subscriber Data has been collected under a privacy policy that permits MVH to use and disclose it as contemplated herein and, where required by Applicable Law, pursuant to consents you have obtained;
- you are solely responsible for compliance with all privacy laws applicable to Subscriber Data in all relevant jurisdictions; and
- you are solely responsible for your Subscriber Data and the consequences of sharing it with MVH.
6.3. MVH’s Use and Disclosure of Subscriber Data
MVH will use Subscriber Data solely to provide the Service, except as otherwise permitted under this Agreement, the BAA, the DPA or the Privacy Policy, or with your prior written consent. MVH may use Subscriber Data in the development and maintenance of AI tools and services, consistent with all applicable data privacy laws and MVH’s BAA, DPA and Privacy Policy. MVH will not disclose Subscriber Data outside of MVH except:
- as directed by you or as required to provide the Service;
- to your third-party service providers as directed by you;
- to sub-processors as described in Section 6.4;
- as described in the BAA, DPA or Privacy Policy; or
- as required by Applicable Laws.
If MVH is required to disclose Subscriber Data under Applicable Laws, it will notify you promptly unless prohibited by law. On receipt of any other third-party request for Subscriber Data, MVH will promptly notify you and attempt to redirect the third party to request the data directly from you. You are responsible for responding to data subject requests from your customers and MVH will provide reasonable technical and organizational assistance in doing so; additional fees may apply.
6.4. Sub-Processors; Security; Breach Notification
MVH may use sub-processors to provide the Service or fulfil its contractual obligations. MVH will enter into a written agreement with each sub-processor restricting use of Subscriber Data to the services MVH has retained them to provide. MVH will be liable for sub-processors’ acts and omissions to the same extent as if performed by MVH directly.
MVH will implement and maintain appropriate technical and organizational measures designed to protect Subscriber Data within the MVH Network from unauthorized access, use, modification, deletion, loss or disclosure and will limit access to Subscriber Data to personnel and subcontractors with a need to know who are bound by obligations of confidentiality. You are responsible for properly configuring the Service and maintaining appropriate security and backup of Subscriber Data outside the MVH Network.
If a Data Breach occurs, MVH will notify you without undue delay and within any period required by Applicable Privacy Laws and will use commercially reasonable efforts to provide information reasonably required for you to meet your notification obligations. Where notification is required of Subscriber, Subscriber shall bear the cost; where required of MVH, Subscriber shall reimburse MVH’s costs unless the breach was solely and directly caused by MVH’s gross negligence or willful misconduct.
6.5. Data Location, Retention and Privacy Law Changes
MVH accesses, stores and processes Subscriber Data globally in accordance with the Privacy Policy, BAA and DPA. Subscriber Data may be transferred to or processed in the United States or other countries as necessary to provide the Service, comply with Applicable Laws or with your consent. MVH imposes controls on the locations from which Subscriber Data may be accessed or transferred.
You are solely responsible for backing up your Subscriber Data. Except as required under the BAA, DPA or Privacy Policy, MVH expressly disclaims all other backup and storage obligations. If a change in Applicable Privacy Laws may cause MVH unanticipated compliance costs or regulatory exposure, MVH will notify you in writing and the parties will negotiate in good faith for up to sixty (60) days to agree on a solution. If no resolution is reached, either party may terminate the Agreement on thirty (30) days’ written notice.
6.6. Definitions
For purposes of this Section 6, the following terms have the meanings set out below:
6.6.1. “Applicable Privacy Laws”
means laws relating to the collection, use, processing or disclosure of personal data applicable to the parties, including: HIPAA (45 C.F.R. Part 164); the California Consumer Privacy Act; the Gramm-Leach-Bliley Act; U.S. state data breach notification laws; Canada’s PIPEDA and equivalent provincial private-sector privacy legislation; and provincial health information privacy legislation in each Canadian province and territory, as amended from time to time.
6.6.2. “Data Breach”
means unauthorized acquisition, access, use, modification or disclosure of unencrypted personal data from the MVH Network or its sub-processors in a manner that creates a real risk of significant harm to a data subject.
6.6.3. “Data Subject”
means the individual identified in or identifiable from personal data.
6.6.4. “Personal Data”
has the meaning given in Applicable Privacy Laws and includes “personal information,” “Protected Health Information” and “Personal Health Information” as defined therein.
6.6.5. “MVH Network”
means third-party cloud data center facilities, networking equipment and host software systems within MVH’s reasonable control that are used to provide the Service.
7. Subscriber Obligations
You acknowledge and agree to the following:
7.1. How You Use the Service
7.1.1. Subscriber and Administrator Accounts
To access the Service, you must register for an account and provide accurate, current information. The initial registrant for a Subscribing Organization is deemed the “Administrator” and may designate additional Administrators or end users, determining their respective access levels and privileges. You are solely responsible for implementing generally accepted security measures to protect your account, including maintaining the confidentiality of usernames and passwords. You accept full liability and responsibility for all activities that occur under your account or through your credentials, with or without your permission, including those of any person designated as a billing contact, who is deemed to assume the rights and obligations of an Administrator. You must immediately notify MVH of any suspected unauthorized access or security breach; failure to do so may result in your liability for losses incurred by MVH or others.
7.1.2. System Access
You may choose to allow MVH to automatically retrieve data from your systems or from systems or services provided by third parties on your behalf (collectively, the “Systems”). You represent and warrant to MVH that you have all necessary consents, rights, permissions and authority to allow MVH to automatically access such Systems and you hereby grant MVH permission to access such Systems and retrieve Subscriber Data therefrom by indicating the same within your account. MVH disclaims any and all liability associated with accessing and retrieving Subscriber Data from such Systems on your behalf.
In order to connect the Service with any third-party System to enable certain functionality, you hereby designate MVH as your agent and attorney-in-fact in connection with such System access and authorize MVH to: (a) store your Subscriber Data relating to such System; (b) access such System using Subscriber Data you provide; (c) use any materials you provide in order to provide the Service; (d) gather, transfer, handle and export from such System any Subscriber Data reasonably necessary for MVH to provide the Service; and (e) otherwise take any action in connection with such System as is reasonably necessary to provide the Service to you. You agree that those third-party System providers are entitled to rely on the foregoing authorization, agency and power of attorney granted by you.
IF AT ANY TIME YOU DO NOT HAVE ALL NECESSARY CONSENTS, RIGHTS, PERMISSIONS AND/OR AUTHORITY TO ALLOW MVH AUTOMATIC ACCESS TO SUCH SYSTEMS, YOU MUST IMMEDIATELY DISABLE SUCH FUNCTIONALITY WITHIN YOUR ACCOUNT OR ADMINISTRATOR ACCOUNT.
7.1.3. Compliance with Laws
You are solely responsible for using the MVH Service, including all Features and functionalities, in accordance with all applicable federal, state, provincial, municipal or local government laws, statutes, rules, by-laws and regulations and all applicable official rules, policies, notices, directives, orders, judgments and decrees of any Governmental Authority, as amended from time to time (together, “Applicable Laws”). Applicable Laws include, without limitation: the Health Insurance Portability and Accountability Act (HIPAA); the Telephone Consumer Protection Act; the Telemarketing Sales Rule; the CAN-SPAM Act; the Gramm-Leach-Bliley Act; the California Consumer Privacy Act; Canada’s Personal Information Protection and Electronic Documents Act and equivalent provincial private-sector privacy legislation; Canada’s provincial health information privacy laws; Canada’s Telecommunications Act and the Canadian Radio-television and Telecommunications Commission’s Unsolicited Telecommunications Rules; Canada’s anti-spam legislation; Quebec’s Charter of the French Language; and all other Applicable Laws and regulations concerning privacy, telecommunications, telemarketing, call recording, language translation and the sending of email, text and fax messages. You covenant and warrant that all communications you make using the Service will comply with all such Applicable Laws.
7.1.4. Consent to Send Texts, Emails, Faxes and Telephone Calls
Without limiting the generality of Section 7.1.3, you represent and warrant that you have obtained from the customers you contact or cause to be contacted through the Service — including by telephone, email, text or fax — all consents required under Applicable Law. If you use MVH’s messaging service, you agree to comply with applicable opt-in requirements as outlined in the CTIA Principles and Best Practices. Messages should only be sent to recipients who have opted in to your service or are expecting communication from you. MVH reserves the right to suspend your account if abuse is reported. You further agree to provide documentation of customer consents, express or implied, upon request by MVH. You acknowledge and agree that you are solely in control of and responsible for the calls and email, text or fax messages you cause to be sent through the Service. If you have signed up for a Feature that includes call recording, all calls may be recorded automatically upon activation of that Feature and you are responsible for complying with all laws and regulations related to call recording.
7.1.5. Minimum Specifications and Internet Connectivity
You are solely responsible for obtaining and maintaining computing devices, software and internet access required to operate the Service in accordance with these Terms and Applicable Law. The proper operation of the Service requires underlying software and an internet connection meeting minimum specifications, available at myvethub.com/network-specs and myvethub.com/os. MVH has no obligation to provide full functionality of the Service if these minimum standards are not met.
7.2. Restrictions on Use and Unlawful Activity
The actions of Subscribers and end users can have an impact on the Service as a whole. When using the Service, you agree to use it solely for the purposes of managing a lawful, unrestricted business and in a manner consistent with these Terms. You agree not to use the Service to offer, provide or deliver any content that is unlawful or restricted by any Governmental Authority or MVH, or to use the Service outside of the terms agreed herein.
7.3. Suspension of Service
MVH reserves the right to suspend all or any part of the Service immediately and without notice if MVH reasonably believes that:
- you are in violation of these Terms or Applicable Laws;
- your usage patterns or volumes are materially outside your regular usage patterns;
- your activity is otherwise disruptive or harmful to MVH or any third party, as determined at MVH’s discretion;
- you are not current on all amounts owed to MVH; or
- MVH suspects any illegal activity is occurring from your use of the Service.
MVH’s failure to take action shall not be deemed a waiver of this right. If you have reason to believe that any unlawful or unauthorized use of the Service has occurred through your account, you agree to notify MVH immediately. You may be liable for losses incurred by MVH or others as a result of any unauthorized use of the Service through your account.
8. Ownership; Proprietary Rights
The Service is owned and operated by MVH. The visual interfaces, graphics, design, compilation, information, computer code, products, Software, Network and all other elements of the Service provided by MVH — but expressly excluding any of the foregoing owned or licensed by and posted to the Service at the direction of end users (including without limitation Subscriber Data) — (collectively, the “MVH Materials”) are protected by intellectual property laws and other Applicable Laws. Except for any technology licensed by MVH from third-party licensors, all MVH Materials contained in the Service, including all intellectual property rights therein, are the sole and exclusive property of MVH or its subsidiaries or affiliated companies. All trademarks, service marks and trade names are proprietary to MVH or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license in or under any MVH Materials or the intellectual property rights therein. You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from or otherwise make unauthorized use of the MVH Materials.
9. Payment Terms; Charges and Taxes
9.1. Subscription Fees
You agree to pay the subscription fees set forth in your Order. MVH reserves the right to change the amount of, or basis for determining, any subscription fees or charges for the Services and to institute new fees or charges. Subscription fees will remain fixed during the initial term of your subscription unless you receive promotional discounts, exceed subscription limits, upgrade products or subscribe to additional products. If your Order has a stated duration (a “Term”), you are responsible for paying the subscription fees for the entire Term, whether or not you use the Service.
9.1.1. Subscription Fee Start Date
The subscription fee stated on your order form or quote will be charged upon activation of your phone and/or software service. Your service is considered active when you have taken the steps necessary to download the MVH software and/or enable your phone service. If you have signed up only for MVH’s software, the subscription fee start date will be the date the software is downloaded. The subscription fee start date is not dependent on the system being configured to any specialized, specific or independently established criteria unless specifically agreed to in your order form. If you add an additional Feature or service during your Term, the subscription fee for that Feature or service will begin as stated on the applicable order form or quote.
9.1.2. Subscription Fee Price Increases
Subscription fees may be subject to an increase of up to ten percent (10%) in any twelve-month period. You will receive commercially reasonable advance notice of any subscription price increase greater than ten percent (10%).
9.1.3. Automatic Renewal
Your subscription to the Service is subject to automatic renewal. You consent to automatic renewal of the Service every month, or such other Term as is stated in your Order and you accept responsibility for all related recurring charges to your payment method without further authorization or notice from MVH, unless required by Applicable Law. Orders with terms of one year or longer will automatically renew unless you give MVH written notice of your intent not to renew no less than sixty (60) days prior to the end of the Order Term. You acknowledge that the amount of the recurring charge may change if applicable tax rates change or if there has been a change in applicable fees.
9.2. Miscellaneous Fees
MVH may charge fees for miscellaneous products and services not covered by your subscription fees. You are responsible for all charges incurred under your account, whether made by you or anyone who uses your account. All costs for phone usage — including, without limitation, any domestic or international calls or text messages made through or via the Service — are your responsibility.
9.3. Taxes and Other Surcharges
You are responsible for paying any applicable fees and all applicable local, state, provincial, territorial, federal and other taxes or surcharges, as well as any third-party fees charged to or against MVH. These include, without limitation: Federal Universal Service Fund contributions; sales, goods and services, use, value-added and harmonized sales taxes; provincial sales tax; and any cost recovery fee representing an accurate and non-inflated recovery of charges and/or fees to or against MVH associated with the provision of the Service. To the extent MVH is obligated to collect such taxes, the applicable tax will be added to your billing account. MVH will use commercially reasonable efforts to provide you with prior notice of any such charges and/or fees.
9.4. Payment Method
Unless otherwise stated, all fees are quoted in U.S. Dollars. All payments must be made electronically by credit card or automated clearing house (ACH). You agree that MVH may charge your selected payment method for any fees owed. You are required to keep your billing information current, complete and accurate — including any changes to billing address, credit card number, account number, routing number or expiration date — and to notify MVH if your selected payment method is canceled. All fees and charges are non-refundable and non-creditable, except: (a) as expressly set forth herein; and/or (b) as required by Applicable Law.
9.5. Past Due Payments
If your payment method fails or you are past due on amounts owed, MVH may collect fees owed using other collection mechanisms. Your account may be deactivated without notice if payment is past due, regardless of the dollar amount. Authorization to charge your chosen payment method will remain in effect until you cancel or modify your preferences with MVH; provided, however, that such notice will not affect charges submitted before MVH could reasonably act on it.
9.6. Cancellations
There are no refunds for Service cancellations. If your Order does not have a stated Term, you must cancel your subscription at least thirty (30) days prior to the first day of the next billing period to avoid being charged the renewal fee for that period. No cancellation will be effective until all phone numbers associated with your account have been ported out of MVH and you will be charged any applicable monthly subscription fees at the beginning of any billing period in which any phone numbers remain associated with your account.
If your Order has a stated Term, you are responsible for paying the entire amount of fees owed for the full Term and no refunds will be given for any pre-paid fees upon early cancellation.
10. Term; Termination
10.1. Term
Unless the applicable Order states otherwise, these Terms are effective upon the date you sign up for the Service and shall remain in effect until one party notifies the other of its intent to terminate in accordance with Section 10.2 or Section 10.3.
10.2. Termination for Convenience
Except as prohibited by Applicable Law or as otherwise stated in applicable Feature Terms and Conditions, either party may terminate these Terms upon thirty (30) days’ advance written notice. Notwithstanding any such termination for convenience, any active Order with a stated Term will remain in effect and enforceable until the end of that Term.
10.3. Termination for Cause
Either party may terminate these Terms upon thirty (30) days’ advance written notice if:
- the other party has breached these Terms (including through non-payment of amounts owed) and has not cured such breach within the notice period; or
- the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, initiates or becomes subject to any proceeding under any bankruptcy or insolvency law or has wound up or liquidated its business.
10.4. Effects of Termination
Upon termination of these Terms, Subscriber and all of its end users must cease use of the Service. All licenses granted shall immediately terminate and, if applicable, each party shall promptly cease all use of the other party’s logos and cease representing itself as the customer or commercial service provider of the other, respectively. Any outstanding fees shall be paid within thirty (30) days of the effective date of termination.
10.4.1. Termination-Related Charges
If you signed up for a specific Term, whether on your order form or quote, you will be required to pay the outstanding balance of your subscription fee for the remaining Term upon termination. As set out in Section 9.6, no refunds are available for early termination.
10.4.2. Return or Deletion of Subscriber Data
On the expiry or termination of this Agreement for any reason, MVH may retain Subscriber Data that is necessary for MVH to continue its proper management and administration, to carry out its legal responsibilities or for other purposes described in the BAA, DPA or Privacy Policy. MVH will return to you or destroy all remaining Subscriber Data. MVH will continue to comply with the terms of this Agreement, the BAA, the DPA, the Privacy Policy and any other agreements between the parties with respect to any Subscriber Data it retains and will destroy that Subscriber Data when it is no longer needed.
10.4.3. Export of Subscriber Data
Within thirty (30) days following the termination date of this Agreement, upon written request by you and provided that you have paid all amounts owed to MVH, MVH will make Subscriber Data in its possession or control available to you to the extent technically feasible. Additional fees may apply. After thirty (30) days, MVH has no obligation to retain or provide Subscriber Data. If at any time during the Term you require MVH’s assistance in retrieving Subscriber Data, additional fees may apply.
11. Confidentiality
11.1. Protection of Confidential Information
For purposes of these Terms, “Confidential Information” means any non-public information provided by one party to the other that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure, including, with respect to MVH, the MVH Materials. Each party agrees to take reasonable measures to protect the other party’s Confidential Information against disclosure and unauthorized use. MVH may disclose your Confidential Information to employees, contractors, advisors and service providers who need to know it in order to perform or facilitate the performance of the Service. Without limiting the foregoing, each party shall take at least the measures it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care.
The receiving party shall promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of Confidential Information. Upon termination of these Terms, each party will either return or, at the disclosing party’s request, destroy the other party’s Confidential Information; provided, however, that each party may retain copies for routine backup and archival purposes. The obligations of this Section shall not apply to information that is requested or required to be disclosed by applicable legal authority, provided that, if practicable and legally permissible, the receiving party gives adequate notice and assistance to the disclosing party to enable the disclosing party to prevent or limit such disclosure, at the disclosing party’s sole expense.
11.2. Breaches of Confidentiality
Each party acknowledges and agrees that a breach or threatened breach of its obligations under this Section 11 or — in the case of Subscriber — Section 7.2, or any actual or threatened infringement, misappropriation or violation of MVH’s data security, intellectual property or other proprietary rights, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy. In such event, the non-breaching party will be entitled to equitable relief, including a restraining order, injunction, specific performance and any other relief available from any court of competent jurisdiction, without any requirement to post a bond or other security or to prove actual damages. Such remedies are not exclusive and are in addition to all other remedies available at law, in equity or otherwise.
12. Warranty; Disclaimer
12.1. MVH Warranty
MVH represents and warrants that it possesses sufficient rights, approvals, licenses, consents and permissions necessary to perform its obligations under these Terms, exercise its rights hereunder and grant the licenses granted by it under these Terms, subject to the grant of rights by you pursuant to the terms hereof.
12.2. Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE AND ANY THIRD-PARTY DATA, SOFTWARE (INCLUDING MOBILE SOFTWARE), SUPPLIED HARDWARE, MVH MATERIALS, SERVICES, FEATURES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE IS PROVIDED “AS IS,” “WHERE IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MVH, ITS SUPPLIERS, LICENSORS AND PARTNERS DISCLAIM ALL WARRANTIES AND CONDITIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
MVH, ITS SUPPLIERS, LICENSORS AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MVH, ITS SUPPLIERS, LICENSORS AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THIRD-PARTY OR SUBSCRIBER DATA, MVH MATERIALS OR OTHER DATA THROUGH THE USE OF THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH INFORMATION OR MATERIALS. MVH WILL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE OR MAINTAIN ANY THIRD-PARTY OR SUBSCRIBER DATA.
13. Limitation of Liability
13.1. Exclusion of Consequential Damages
MVH AND ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, THIRD-PARTY PROVIDERS, LICENSORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, AGGRAVATED OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, THIRD-PARTY CLAIMS, FAILURE TO REALIZE EXPECTED SAVINGS OR LOSS OF BUSINESS OPPORTUNITY) THAT RESULT FROM YOUR USE OR INABILITY TO USE THE SERVICE, THE MVH MATERIALS OR ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICE, OR ANY OTHER INTERACTIONS WITH MVH, EVEN IF MVH OR AN AUTHORIZED MVH REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHERE APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, MVH'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
13.2. Aggregate Liability Cap
THE TOTAL AGGREGATE LIABILITY OF MVH AND ALL OF ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, THIRD-PARTY PROVIDERS, LICENSORS AND SUPPLIERS TO YOU FOR ALL CLAIMS, DAMAGES, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES OF EVERY NATURE AND KIND, INCLUDING LEGAL FEES AND EXPENSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE FIRST ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM, OR $10,000, WHICHEVER IS GREATER.
13.3. Basis of the Bargain
YOU ACKNOWLEDGE AND AGREE THAT MVH HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THESE DISCLAIMERS AND LIMITATIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS) AND THAT THESE DISCLAIMERS AND LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND MVH.
14. Indemnification
You agree to defend, indemnify and hold harmless MVH and its subsidiaries, agents, managers and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt and expenses (including but not limited to attorneys’ fees) arising from or related to:
- any alleged or actual breach of any representation, warranty or covenant made by you under these Terms;
- violations of any Applicable Law, rule or regulation by you; or
- any claim for damages arising as a result of your Subscriber Data or any other data submitted via your account.
You shall not, without the prior written consent of MVH, compromise or consent to the entry of any judgment with respect to any pending or threatened claim unless the settlement, compromise or consent provides for and includes an express, unconditional release of such claim against MVH.
15. Governing Law; Arbitration; and Class Action/Jury Trial Waiver
15.1. Governing Law
These Terms shall be governed and interpreted under the laws of the State of California, without regard to conflict of laws principles. You agree to submit to the exclusive jurisdiction of the federal and state courts located in El Dorado County, California for any actions arising in connection with these Terms and you irrevocably waive any objection to such venue. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
15.2. Arbitration
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM MVH.
Notwithstanding Section 15.1 with respect to substantive law, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16). For any dispute with MVH, you agree to first contact us at [email protected] and attempt to resolve the dispute informally. If MVH has not been able to resolve a dispute with you after sixty (60) days, we each agree to resolve any claim, dispute or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms or the Service, or the breach, alleged breach, enforcement or interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (collectively, “Claims”), by binding arbitration administered by JAMS under the Optional Expedited Arbitration Procedures then in effect, except as provided herein. JAMS may be contacted at www.jamsadr.com.
The arbitration will be conducted in El Dorado County, California, unless you and MVH agree otherwise. Each party will be responsible for paying its own JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section prevents MVH from seeking injunctive or other equitable relief from the courts to prevent the actual or threatened infringement, misappropriation or violation of its data security, intellectual property or other proprietary rights. You agree that El Dorado County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings if this arbitration provision is found to be unenforceable.
15.3. Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND MVH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
16. Miscellaneous
16.1. Remote Access
In certain instances, MVH Support may best be able to assist you by using a remote access support tool through which we have full access to your computer. If you do not want us to have this access, you should not consent to support through the remote access tool and we will assist you through other means. MVH disclaims any liability or responsibility for any damage or loss resulting from use of the remote access tool. In the event of any conflict between these Terms and information provided by MVH Support or other portions of our Website, these Terms will control.
16.2. Pre-Release Features
If any Feature made available to you is in a beta or other pre-commercial release version (“Pre-Release Feature”), this section applies. Pre-Release Features do not represent a final product from MVH and may contain bugs, errors and other problems that could cause system or other failures and data loss. Pre-Release Features may only be used for testing purposes. MVH may decide never to commercially release a Pre-Release Feature and may cease providing Pre-Release Features at any time and for any reason. MVH may alter features, licensing terms or other characteristics of any version of a Pre-Release Feature that it releases.
If you received a Pre-Release Feature pursuant to a separate written agreement (“Test Agreement”), your use of the Service is also governed by the Test Agreement. If there is a conflict between these Terms and the Test Agreement, the Test Agreement controls. You may not disclose, publish or disseminate any information regarding a Pre-Release Feature to anyone, including any new features or faults to any internet forums.
YOUR USE OF A PRE-RELEASE FEATURE IS AT YOUR OWN RISK. PRE-RELEASE FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MVH MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH REGARD TO PRE-RELEASE FEATURES.
16.3. Supplied Equipment
New or reconditioned equipment that MVH or our agent provides or leases to you, including but not limited to VoIP telephones or payment terminals (“Supplied Equipment”), may be required to use the Service. You acknowledge that any addition to, removal of or change to the Supplied Equipment may interrupt your Service. We do not represent that the Service will work correctly, or that all features will be available, if you access the Service using your own equipment or Retired Equipment.
16.3.1. Leased Equipment
Unless you have purchased your Supplied Equipment or MVH has designated it as Retired, Supplied Equipment is MVH’s property (“Leased Equipment”) and this Agreement allows you to use it only in connection with your lawful receipt and use of the Service. Any monthly rental payments, periodic use payments or similar arrangements are not purchases of Leased Equipment. You may not assign, rent or transfer Leased Equipment or your rights or duties under this Agreement to another without MVH’s prior written consent. MVH does not refund or credit leases. You agree not to mishandle, abuse, misuse or improperly reconfigure, store or operate Leased Equipment. MVH will repair and maintain Leased Equipment at its expense unless such repair or maintenance is necessitated by your misuse, abuse or intentional damage. MVH may remove or change Leased Equipment at its discretion at any time the Service is active or following termination of your Services. Replacement Leased Equipment may or may not be the same model and may or may not be reconditioned.
16.3.2. Exchange of Leased Equipment
You may request an exchange or replacement of Leased Equipment. Additional fees may apply.
16.3.3. Return of Leased Equipment
Upon any termination of the Service, or upon earlier request by MVH, Leased Equipment must be returned to MVH within ten (10) business days or you may incur additional charges. You are responsible for all costs of return shipping. If you refuse to return the Leased Equipment within ten (10) business days of the cancellation date, MVH retains the right to bill you the full retail cost to replace the Leased Equipment (“Unreturned Equipment Fee”). Leased Equipment must be returned in working condition, considering normal wear and tear. If not, MVH retains the right to bill applicable fees for lost or damaged Leased Equipment.
For the avoidance of doubt, Leased Equipment remains MVH-owned property at all times, including after payment of an Unreturned Equipment Fee. If you pay an Unreturned Equipment Fee and subsequently return the Leased Equipment undamaged (with the exception of normal wear and tear), you will be refunded the Unreturned Equipment Fee in full.
16.3.4. Retired Equipment
“Retired Equipment” means any Supplied Equipment that is no longer subject to return to MVH or to Unreturned Equipment charges. A list of Retired devices and additional details can be found at myvethub.com. MVH may modify this list at any time. Subscriber bears all risk of loss, theft, casualty or damage to Retired Equipment. If you continue to use Supplied Equipment after MVH designates it as Retired, you may not receive software-based feature and security updates, which may impair the delivery of the Service and functionality of the Retired Equipment. MVH may provide limited or no support for Retired Equipment.
16.3.5. Purchased Equipment
If you have purchased your Supplied Equipment, it is your sole property (“Purchased Equipment”). You bear all risk of loss, theft, casualty or damage to Purchased Equipment.
16.3.6. Purchased Equipment Return Policy
Purchased Equipment may be returned to MVH as set out below. This return policy does not apply to Leased Equipment and does not limit or supersede existing manufacturers’ warranties.
- You may return any Purchased Equipment for any reason within fourteen (14) days of purchase.
- You may return defective equipment upon notice to MVH within one (1) year of purchase.
If you return Purchased Equipment, MVH may replace it with a new or reconditioned item, or refund your payment. Replacement equipment may or may not be the same model. This return policy does not apply in any of the following circumstances:
- you are more than thirty (30) days past due on any payment obligation in connection with the Service;
- you have altered, repaired or improperly handled the Purchased Equipment;
- there is damage or equipment failure resulting from failure to maintain the equipment according to the owner’s manual, or from improper storage, reconfiguration or operation;
- the equipment has been abused, vandalized, stolen or damaged by fire, water, wind, freezing, power failure, inadequate power supply, unusual atmospheric conditions, acts of God or other force majeure events;
- the Purchased Equipment has been designated as Retired under Section 16.3.4;
- you have used the equipment in a manner inconsistent with its design, the owner’s manual or the manufacturer’s intended use; or
- the equipment runs any software not provided by MVH or its immediate partners.
For all Supplied Equipment, applicable taxes and surcharges may apply. MVH assumes no responsibility or liability for the operation of or your use of any Supplied Equipment.
16.4. Notices
MVH will send you information relating to your account (including payment authorizations, invoices, confirmation messages, legal notices and tax forms) and any notices under these Terms in electronic form, for example via email to the address provided during registration, or by certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) addressed to the contact identified in your most recent Order. You agree that any notices, agreements, disclosures or other communications sent to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You agree that all such communications will be provided in the English language only.
You will send any notices under these Terms to MVH in writing by email to [email protected], by certified mail (return receipt requested, postage pre-paid) or by nationally recognized overnight delivery service (all delivery charges pre-paid), addressed to: My Vet Hub, Inc., 1015 Riley St, #6307, Folsom, CA 95763, or to such other address as MVH may designate from time to time.
16.5. Location of the Service
The Service is controlled and operated from MVH’s facilities in the United States. MVH makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are directed solely to individuals, companies or other entities located in the United States and Canada.
The Service is subject to United States export laws and regulations and may not be exported or re-exported to certain countries or to persons or entities prohibited from receiving exports from the United States. The Service may also be subject to the import and export laws of other countries. You agree to comply with all applicable United States, Canadian and foreign laws related to your use of the Service. You may not use the Service if you are a resident of a country embargoed by the United States or Canada, or are a foreign person or entity blocked or denied by the United States or Canadian government.
MVH may suspend all or any part of the Service immediately without notice if it reasonably believes you are accessing or using the Service from locations outside the United States and Canada. You also acknowledge that Subscriber Data may be accessed, stored or processed in the United States or other countries outside of where you live and that it may be accessible to law enforcement and national security authorities of the United States and other countries.
16.6. Feedback
You may provide feedback to MVH concerning the functionality and performance of the Service, including any Pre-Release Features, such as identifying potential errors and improvements (“Feedback”). MVH may use Feedback to improve or enhance its products and services; however, MVH is not obligated to implement any suggestions or correct any defects, bugs or errors identified in Feedback. Subscriber hereby assigns and agrees to assign to MVH all right, title and interest worldwide in and to the Feedback and all intellectual property rights therein, without any compensation to Subscriber.
16.7. Waiver
The failure of MVH to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by MVH.
16.8. Severability
If any provision of these Terms, an Order or any guideline is held to be unlawful, void or for any reason unenforceable, that provision will be limited or eliminated to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
16.9. Assignment
Your rights and obligations under these Terms, including the licenses granted and the right to receive the Service, may not be transferred or assigned by you to any other person — including by way of change of control, operation of law (including merger, amalgamation or share exchange), consolidation, sale of assets or otherwise — without the prior written consent of MVH. If MVH consents to any such transfer or assignment, MVH may condition such consent on you and/or the transferee or assignee providing evidence of the transfer or assignment and the transferee or assignee confirming the terms of the Order. Each transferee or assignee will be bound by these Terms. MVH may assign its rights and/or delegate its obligations hereunder without restriction.
16.10. Survival
Upon termination of these Terms, any provision which by its nature or express terms should survive shall survive such termination or expiration, including but not limited to the applicable provisions of Sections 3, 6.1, 8, 9, 10.4 (including 10.4.1 and 10.4.2), 12.2, 13, 14, 15, 16.3 and 16.5 through 16.13.
16.11. Headings
The heading references herein are for convenience only, do not constitute a part of these Terms and will not be deemed to limit or affect any of the provisions hereof.
16.12. Entire Agreement
These Terms, including the Feature Terms and Conditions and any other documents or agreements incorporated by reference, together with any Order agreed upon by you and MVH, constitute the entire agreement between you and MVH relating to the subject matter herein and will not be modified except in writing signed by both parties, or by a change made by MVH as set forth in these Terms.
16.13. Claims
YOU AND MVH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
My Vet Hub, Inc. • myvethub.com