Veterinary Team Training LLC
End-user License Agreement
You acknowledge and agree that access to the CE Content is not a substitute for individualized, professional or practical training.
1. Definitions. For purposes of this Agreement, the following terms have the following meanings:
"Documentation" means the materials relating to the VTT CE Content and any other materials provided by Licensor relating to the VTT CE Content, in printed, electronic, or other form, that describe its contents, installation, operation, use, or technical specifications.
"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world relating to the VTT CE Content.
"License Fees" means the fees, including all taxes thereon, paid or required to be paid to Licensor by Licensee for access to the VTT CE Content.
"Licensee" is the person or entity identified on the Order Form.
"Licensor" is Veterinary Team Training LLC.
"Order Form" means the form completed and submitted by or on behalf of Licensee, and accepted by Licensor, for Licensee's purchase of the license to access the VTT CE Content pursuant to the terms of the Order Form and the rights granted under this Agreement.
"Term" has the meaning set forth in Section 9.
"Third Party" means any person or entity other than Licensee or Licensor.
"Updates" has the meaning set forth in Section 5.
"VTT CE Content" means the courses and content including documentation, tutorials, training workshops, samples, images, audio or video recordings and other tools owned by VTT access to which is offered through Subscriptions via the Order Form and accessibility to Users through the Sites.
2. License Grant and Scope. Subject to and conditioned upon Licensee's payment of the fees associated with the Order From and Licensee's strict compliance with all terms and conditions set forth in this Agreement and the agreements referenced herein, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through its Authorized Users, the VTT CE Content and Documentation, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in this Agreement. This license grants Licensee the right, exercisable solely by and through Licensee's Authorized Users, to:
(a) When applicable, download, copy, or otherwise install one (1) copy of the VTT CE Content and Documentation on one (1) computer or device owned or leased, and controlled by, Licensee. Such computer or device shall be for a single Authorized User. In addition to the foregoing, Licensee has the right to make one copy when applicable of the VTT CE Content and Documentation solely for archival purposes and one copy of the VTT CE Content and Documentation solely for backup purposes, provided that Licensee shall not, and shall not transfer such copy to any person or entity or allow any person or entity to, install or use any such copy. All copies, if any, of the VTT CE Content made by the Licensee will be the exclusive property of the Licensor, will be subject to the terms and conditions of this Agreement; and must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.
(b) Use and run the VTT CE Content as properly installed in accordance with this Agreement and the Documentation, solely as set forth in the Documentation and solely for Licensee's purposes. The copy of the Documentation made by Licensee will be the exclusive property of Licensor, will be subject to the terms and conditions of this Agreement; and must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.
(c) Transfer any copy of the VTT CE Content or Documentation from one computer to another, provided that the number of computers on which the VTT CE Content and Documentation is installed at any one time does not exceed the number permitted under Section 2(a).
3. Use Restrictions. Licensee shall not, and shall require its Authorized Users not to, directly or indirectly: use (including make any copies of) the VTT CE Content or Documentation beyond the scope of the license granted under Section 2; modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the VTT CE Content or Documentation or any part thereof; combine the VTT CE Content or Documentation or any part thereof with, or incorporate the VTT CE Content or Documentation or any part thereof in, any other programs; reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the VTT CE Content or Documentation any part thereof; remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the VTT CE Content or Documentation, including any copy thereof; except as expressly set forth in Section 2, copy the VTT CE Content or Documentation, in whole or in part; rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the VTT CE Content or Documentation, or any features or functionality of the VTT CE Content, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service; use the VTT CE Content or Documentation in violation of any law, regulation, or rule; or use the VTT CE Content or Documentation for purposes of competitive analysis of the VTT CE Content, the development of a competing software product or service or content, or any other purpose that is to the Licensor's commercial disadvantage.
4. Responsibility for Use of VTT CE Content. Licensee is responsible and liable for all uses of the VTT CE Content and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the VTT CE Content and Documentation by its Authorized Users or by any other person or entity to whom Licensee or an Authorized User may provide access to or use of the VTT CE Content and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.
5. Maintenance and Support.
(a) The license granted hereunder entitles Licensee to the basic software maintenance and support services (if any) as described from time to time on Licensor's website.
(b) Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively, "Updates") as Licensor makes generally available free of charge to all licensees of the VTT CE Content. Licensor may develop and provide Updates in its sole discretion, and Licensee agrees that Licensor has no obligation to develop any Updates at all or for particular issues. Licensee further agrees that all Updates will be deemed VTT CE Content, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement.
6. Collection and Use of Information.
(a) Licensee acknowledges that Licensor may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the VTT CE Content and about equipment on which the VTT CE Content is installed or through which it otherwise is accessed and used, through the provision of maintenance or support services and security measures included in the VTT CE Content or otherwise.
(b) Licensee agrees that the Licensor may use such information for any purpose related to any use of the VTT CE Content by Licensee or on Licensee's equipment, including but not limited to improving the performance of the VTT CE Content or developing Updates; and verifying Licensee's compliance with the terms of this Agreement and enforcing the Licensor's rights, including all Intellectual Property Rights in and to the VTT CE Content.
7. Intellectual Property Rights. Licensee acknowledges and agrees that the VTT CE Content and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the VTT CE Content or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor reserves and shall retain its entire right, title, and interest in and to the VTT CE Content and all Intellectual Property Rights arising out of or relating to the VTT CE Content, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all VTT CE Content (including all copies thereof) from misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor's Intellectual Property Rights in the VTT CE Content and fully cooperate with Licensor in any legal action taken by Licensor to enforce its Intellectual Property Rights.
8. Payment. All License Fees are payable in advance in the manner set forth in the Order Form and are non-refundable.
9. Term and Termination. This Agreement and the license granted hereunder shall remain in effect until terminated as set forth herein (the "Term"). Licensee may terminate this Agreement by ceasing to use and destroying all copies of the VTT CE Content and Documentation or by failing to renew a subscription under an Order Form. Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee, breaches this Agreement. Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the VTT CE Content and Documentation.
10. Warranty Disclaimer.
THE VTT CE CONTENT AND DOCUMENTATION ARE PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE VTT CE CONTENT AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED VTT CE CONTENT WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
(a) IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE VTT CE CONTENT; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) IN NO EVENT WILL LICENSOR'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT.
(c) THE ABOVE LIMITATIONS SHALL APPLY EVEN IF THE LICENSEE'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
12. Export Regulation. The VTT CE Content and Documentation may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export, or release the VTT CE Content or Documentation to, or make the VTT CE Content or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the VTT CE Content or Documentation available outside the US.
13. US Government Rights. The VTT CE Content and access thereto may be considered to be commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the Licensee is the US Government or any contractor therefor, Licensee shall receive only those rights with respect to the VTT CE Content and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
(a) All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule. Each of Licensor and Licensee hereby agree that any dispute or controversy arising out of or in connection with this Agreement or any agreement incorporated herein by reference or any alleged breach hereof, if not settled amicably by the parties through a prior good faith negotiation within 10 days from the date of written notice of breach shall be submitted exclusively to binding arbitration at the American Arbitration Association (“AAA”) in Worcester Massachusetts, before a single arbitrator to be chosen pursuant to the commercial arbitration rules of the AAA on or before ten (10) days from a written demand for arbitration delivered pursuant to the terms of this Agreement. AAA shall appoint the arbitrator if the parties are unable to timely agree upon an arbitrator. The parties shall be entitled to conduct only such discovery that the arbitrator determines is reasonable under the circumstances. All arbitration proceedings shall be closed to the public and confidential except as necessary to enforce subpoenas and obtain court confirmation for the arbitration award. The arbitrator shall have the power to enter temporary restraining orders and preliminary and permanent injunctive relief and to allocate costs as equitably under the circumstances. The arbitrator’s award and any order for preliminary or permanent injunctive relief may be enforced by a petition for confirmation and enforcement of the award in a court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties unless there are statutory grounds to seek vacation of the award under M.G.L. c. 150C §11, and the judgment of a court of competent jurisdiction may be entered thereon.
(b) All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing.
(c) This Agreement, together with the Order Form, all annexes, schedules, and exhibits attached hereto and all other documents that are incorporated by reference herein, constitute the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
(d) Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor's prior written consent. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(e) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
(f) This Agreement may only be amended, modified, or supplemented by an agreement in writing signed or otherwise accepted by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(g) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(h) The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.