Terms of Service
Effective date: August 14, 2026
Last updated: August 14, 2026
These Terms of Service (the “Terms”) are a binding agreement between The Veterinary Intelligence Company, doing business as VetIntel (“VetIntel,” “we,” “us,” or “our”), and the person or legal entity that accesses or uses the Services (“Customer,” “you,” or “your”).
By clicking “Agree and continue,” creating an account, signing an Order Form that incorporates these Terms, or accessing or using the Services, you agree to these Terms. If you use the Services for an organization, you represent and warrant that you have authority to bind that organization, and “Customer” means that organization. If you do not have that authority or do not agree to these Terms, do not access or use the Services.
Important notice about AI conversations and uploaded files. VetIntel's artificial-intelligence, chat, matching, enrichment, and file-analysis features are not private from VetIntel. VetIntel personnel, contractors, and service providers may access and review the complete content of conversations with the Services and files or other materials submitted to the Services. VetIntel may use that content to provide the Services, develop and improve its systems, create inferences and other Derived Data, validate or enrich industry records, and develop and commercialize aggregated, deidentified, and industry-level insights as described in Section 10 and the Privacy Policy. Do not submit content that Customer is not authorized to provide and have processed in these ways.
1. Definitions
“Authorized User” means an employee of Customer whom Customer has authorized to use the Services for Customer's internal business purposes, subject to the applicable Order Form and these Terms.
“Customer Data” means data, content, instructions, prompts, messages, uploaded files, attachments, spreadsheets, documents, images, integration data, source records, or other materials submitted, imported, connected, or otherwise made available to the Services by or for Customer. Customer Data does not include Derived Data, Licensed Data, Usage Data, Feedback, or information that VetIntel obtained independently of Customer.
“Derived Data” means data, statistics, analyses, outputs, insights, patterns, signals, benchmarks, models, embeddings, classifications, matches, corrections, inferences, and other information that VetIntel creates or derives from Customer Data or Customer's use of the Services, alone or in combination with other information, and that either: (a) does not identify Customer or an Authorized User as its source and does not reproduce Customer's nonpublic files or records in substantially similar form; or (b) concerns an industry entity, relationship, attribute, fact, or inference that VetIntel may include in Licensed Data. Derived Data does not include Customer Data itself.
“Documentation” means the user documentation and usage instructions that VetIntel makes available for the Services.
“Feedback” means suggestions, ideas, requests, evaluations, or other feedback about the Services.
“Licensed Data” means any data, fact, relationship, observation, inference, score, classification, analysis, report, result, export, response, record, or other information made available through or derived from the Services. Licensed Data includes information that an Authorized User reformats, summarizes, combines, enriches, annotates, or incorporates into another work, but excludes information Customer can demonstrate it obtained lawfully and independently without using the Services.
“Order Form” means an ordering document, online checkout, statement of work, or other written agreement that identifies Services purchased by Customer and expressly incorporates these Terms.
“Services” means VetIntel's websites, applications, APIs, databases, reports, exports, data releases, documentation, and related services.
“Usage Data” means technical, operational, and statistical information about the provision, security, performance, administration, and use of the Services. Usage Data does not include Customer Data in a form that identifies Customer or an individual, except as needed to provide, secure, support, or enforce the Services.
2. Eligibility and business use
The Services are offered for business and professional use, not personal, family, or household use. You must be at least 18 years old and legally capable of entering into a binding agreement.
Customer is responsible for determining whether the Services and Licensed Data are appropriate and lawful for Customer's intended use. Customer must obtain all notices, consents, permissions, and other authority required for its use of the Services, Customer Data, and Licensed Data.
3. Orders and order of precedence
An Order Form may describe subscription terms, usage limits, fees, Authorized Users, permitted use, or additional restrictions. If there is a conflict, the following order of precedence applies: (1) a signed amendment expressly stating that it modifies these Terms; (2) the applicable Order Form; (3) a data processing addendum; (4) these Terms; and (5) the Documentation. An Order Form does not modify these Terms merely by including a Customer purchase-order number or Customer's standard terms.
Any rights broader than those granted in these Terms, including redistribution, affiliate access, external publication, data enrichment for third parties, or use in a customer-facing product, require VetIntel's express written approval in an Order Form signed by an authorized VetIntel representative.
4. Accounts and Authorized Users
Customer must:
- provide accurate account information and keep it current;
- authorize access only for Authorized Users;
- assign a separate account to each Authorized User;
- keep credentials, session tokens, and API keys confidential;
- use reasonable access controls and promptly remove access when it is no longer required;
- prevent concurrent use or credential sharing not expressly permitted by an Order Form; and
- promptly notify VetIntel at
legal@vetintelcompany.comwith the subject “Security Notice” of suspected unauthorized access, credential compromise, or misuse.
Customer is responsible for all activity under its accounts and for the acts and omissions of its Authorized Users. Customer may not allow an affiliate, contractor, adviser, customer, vendor, or other third party to access the Services unless an Order Form expressly permits that access.
5. Limited license
Subject to Customer's continued compliance with these Terms and payment of all applicable fees, VetIntel grants Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license during the applicable subscription or license term to:
- permit Authorized Users to access and use the Services; and
- use Licensed Data solely for Customer's internal business intelligence, market research, planning, and analysis within the permitted purpose and limits stated in the applicable Order Form.
The Services and Licensed Data are licensed, not sold. No ownership interest is transferred to Customer. Rights not expressly granted are reserved by VetIntel and its licensors.
6. Protection of Licensed Data and unauthorized sharing
Customer must treat nonpublic Licensed Data, exports, reports, credentials, and API responses as VetIntel Confidential Information. Except where an Order Form expressly permits it, Customer must not, directly or indirectly:
- sell, resell, rent, license, sublicense, distribute, publish, disclose, transmit, or otherwise make Licensed Data available to any third party;
- share Licensed Data with an affiliate, parent, subsidiary, contractor, consultant, adviser, investor, portfolio company, customer, prospect, vendor, data cooperative, or other recipient;
- include Licensed Data in a customer-facing product, service, database, directory, report, presentation, data room, API, feed, model, or application;
- share screenshots, bulk results, reports, or exports outside Customer's organization;
- make Licensed Data accessible through a shared drive, data warehouse, collaboration service, or artificial-intelligence service that is accessible to anyone other than Authorized Users;
- use Licensed Data to train, fine-tune, evaluate, benchmark, retrieve for, ground, or improve any machine-learning or artificial-intelligence system;
- scrape, crawl, harvest, mirror, cache, or systematically extract the Services or Licensed Data;
- circumvent or exceed access controls, query restrictions, rate limits, export limits, or evidence restrictions;
- combine, summarize, transform, enrich, deidentify, or derive information from Licensed Data for the purpose or effect of avoiding these restrictions;
- remove or obscure proprietary, confidentiality, attribution, source, or rights-management notices;
- reverse engineer, discover, or replicate VetIntel's data model, ontology, source-selection methods, scoring, matching, inference, resolution, or research processes;
- use Licensed Data to create, improve, validate, or operate a competing dataset, directory, intelligence service, or data product; or
- retain Licensed Data after the applicable license ends, except to the limited extent expressly permitted by an Order Form or required by law.
Customer may include limited, nonsubstantial excerpts of Licensed Data in confidential internal materials viewed only by Authorized Users, provided that the excerpts are reasonably necessary for an authorized purpose and remain subject to these Terms. This exception does not permit external publication, redistribution, creation of a substitute database, or systematic extraction.
Customer must not identify VetIntel as the source of any externally communicated statement, publish VetIntel's analysis, or imply that VetIntel verified or endorsed a Customer conclusion without VetIntel's prior written permission.
7. Acceptable use and prohibited decisions
Customer will use the Services lawfully, ethically, and only for the permitted business purpose. Customer must not use the Services or Licensed Data:
- to violate privacy, data-protection, marketing, anti-spam, telemarketing, employment, consumer-protection, intellectual-property, export-control, sanctions, or other applicable law;
- for harassment, stalking, intimidation, surveillance, doxxing, threats, discrimination, deception, or physical harm;
- to infer or target a person based on sensitive characteristics or membership in a legally protected class;
- to make or support a decision about a person's eligibility, access, or terms for employment, promotion, discipline, credit, insurance, housing, tenancy, education, healthcare, government benefits, or another legally protected opportunity;
- as a “consumer report” or for a “permissible purpose” under the Fair Credit Reporting Act or an analogous law;
- as the sole or determinative basis for a consequential business, legal, financial, medical, safety, or reputational decision;
- to send unlawful or misleading communications or contact a person who has opted out or asked not to be contacted;
- to impersonate another person, misrepresent affiliation, or conceal the source or purpose of a communication;
- to introduce malware, disrupt the Services, test vulnerabilities without authorization, or interfere with another user's access;
- to attempt to access restricted evidence, source materials, accounts, systems, or data; or
- in a manner reasonably likely to expose VetIntel, a data subject, a source, or another person to legal liability or material harm.
VetIntel is not a consumer reporting agency, and the Services are not designed or intended for purposes regulated by the Fair Credit Reporting Act. Customer's violation of this section is a material breach.
8. Nature and limitations of Licensed Data
Customer acknowledges and agrees that VetIntel is an industry-intelligence and research service, not an authoritative registry, certification service, background-screening service, or provider of legal, financial, employment, medical, or other professional advice.
Licensed Data is aggregated, matched, researched, inferred, and updated from multiple sources. It may be inaccurate, incomplete, delayed, duplicated, inconsistent, misattributed, unavailable, or out of date. It may reflect historical conditions, disputed claims, automated or human inferences, source errors, or a fixed release created as of an earlier date. Information may change after collection, and VetIntel does not independently verify every fact.
A citation, source reference, confidence indicator, review status, or provenance record describes the information available to VetIntel; it is not a warranty that the information is true, complete, lawful for Customer's intended use, or current. The absence of a fact does not establish that it is false. The presence of a fact does not establish that it remains true.
Customer must:
- evaluate whether Licensed Data is suitable for its purpose;
- independently verify any information before relying on it for a material decision or external communication;
- consider timestamps, source context, confidence, dispute status, and applicable release boundaries;
- not represent unverified Licensed Data as established fact;
- promptly report suspected material errors through the correction channel designated by VetIntel; and
- stop using information Customer knows or reasonably suspects is materially inaccurate, misattributed, unlawfully obtained, or subject to an unresolved dispute when continued use could cause harm.
Customer assumes the risk arising from its selection, interpretation, combination, communication, and use of Licensed Data.
9. Corrections and service remedies
VetIntel may investigate a reported error and may correct, annotate, restrict, remove, replace, or leave unchanged the affected Licensed Data based on the evidence reasonably available to VetIntel. VetIntel may notify other affected customers or sources where appropriate. Reporting or correcting information is not an admission of fault, negligence, or liability.
If VetIntel materially fails to provide a paid Service in accordance with an express commitment in an Order Form, Customer must notify VetIntel with reasonable detail within 30 days after the failure was discovered or reasonably should have been discovered. To the fullest extent permitted by law, VetIntel's sole obligation and Customer's exclusive remedy will be, at VetIntel's option, to reperform the affected Service, correct or replace the affected Licensed Data, or issue a reasonable service credit for the materially affected portion of the Service. Service credits expire if not used during the next applicable billing period and are not redeemable for cash.
This section does not create a duty to correct every alleged error or provide an individual item of Licensed Data.
10. Customer Data
As between the parties, Customer retains its rights in Customer Data. Customer grants VetIntel and its affiliates, contractors, and service providers a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to host, copy, store, transmit, access, review, display, parse, extract, organize, normalize, match, combine, analyze, annotate, modify, and otherwise process Customer Data to:
- provide, personalize, secure, support, maintain, monitor, and enforce the Services;
- respond to prompts, perform matching or enrichment, analyze files, and produce requested results;
- investigate errors, disputes, misuse, security events, and potential violations of these Terms;
- test, evaluate, train, fine-tune, retrieve for, ground, develop, and improve VetIntel's artificial-intelligence, machine-learning, matching, research, and other systems;
- identify, validate, correct, update, enrich, or infer information about industry entities, relationships, attributes, records, and trends;
- create Derived Data and combine it with Licensed Data, Usage Data, information from other customers, and information from other lawful sources; and
- exercise VetIntel's rights and perform its obligations under these Terms, an Order Form, and the Privacy Policy.
Customer acknowledges that VetIntel personnel, contractors, and service providers may access and review conversations with VetIntel's AI agents and other interactive features, including prompts, messages, responses, tool results, attachments, and related metadata. They may also access and review the complete contents and metadata of files submitted to the Services, including individual cells, rows, records, fields, formulas, text, images, and embedded information. Automated systems and people may extract, compare, classify, match, summarize, correct, and infer information from that content.
VetIntel may use, disclose, publish, license, sell, and otherwise commercialize Derived Data for any lawful business purpose. For example, VetIntel may use Customer Data to determine whether records match entities in the Services, identify fields that may be inaccurate or out of date, improve or expand Licensed Data, and develop or share benchmarks and insights about data quality, completeness, duplication, freshness, market activity, product usage, or industry trends. VetIntel may report, for example, the percentage of analyzed customer records that appeared out of date, without identifying Customer as the source.
Unless Customer directs or authorizes disclosure, an Order Form provides otherwise, or disclosure is permitted by Section 11 or required by law, VetIntel will not provide another customer with Customer's raw files or complete AI conversation transcripts as such or identify Customer as the source of Derived Data. This restriction does not prevent VetIntel from using or disclosing Derived Data, incorporating facts, matches, corrections, classifications, or inferences into Licensed Data, or using information VetIntel obtains independently.
The license in this section continues for as long as VetIntel retains Customer Data in accordance with the Privacy Policy. VetIntel's rights in Derived Data and in information obtained independently of Customer survive expiration or termination of the Services.
Customer represents and warrants that:
- it has all rights and permissions necessary to provide Customer Data and authorize its processing;
- Customer Data and VetIntel's permitted processing of it do not violate law, contract, privacy, confidentiality, publicity, or intellectual-property rights;
- Customer Data does not contain sensitive personal information, regulated health information, payment-card data, government identification numbers, account credentials, or data about children unless VetIntel expressly agreed in writing to process that information; and
- Customer Data is not subject to conflicting restrictions that VetIntel has not accepted in writing.
VetIntel may remove or restrict Customer Data that it reasonably believes violates these Terms or creates legal, security, or operational risk.
11. Confidentiality
“Confidential Information” means nonpublic information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood to be confidential. Customer Data is Customer Confidential Information. VetIntel Confidential Information includes nonpublic Licensed Data, exports, reports, pricing, credentials, Documentation, product plans, technology, source materials, security information, and the nonpublic features and operation of the Services.
Confidential Information does not include information Recipient can document: (a) is publicly available without Recipient's breach; (b) was lawfully known to Recipient without confidentiality restriction before disclosure; (c) was received lawfully from another person without confidentiality restriction; or (d) was independently developed without use of Confidential Information.
Recipient will use Confidential Information only to perform or exercise rights under these Terms, protect it using at least reasonable care, and disclose it only to personnel who need to know it and are bound by obligations at least as protective as this section. If disclosure is legally required, Recipient will, where legally permitted, give prompt notice and reasonable assistance so Discloser may seek protection. Recipient will disclose only the minimum legally required information.
VetIntel's processing of Customer Data and creation, use, ownership, disclosure, and commercialization of Derived Data as expressly permitted by Section 10 do not violate this section. Derived Data is not Customer Confidential Information to the extent it satisfies the definition of Derived Data, even if Customer Data contributed to its creation.
Licensed Data remains subject to Section 6 even if an individual fact is publicly available from another source. Customer bears the burden of documenting that information was obtained lawfully and independently of the Services.
12. Privacy and data protection
VetIntel's Privacy Policy describes how VetIntel handles personal information in connection with the Services and is incorporated by reference for notice purposes. Customer acknowledges the Privacy Policy; it does not expand VetIntel's contractual obligations beyond these Terms or applicable law.
Each party will comply with the privacy and data-protection laws applicable to its own processing. Unless an Order Form or data processing addendum expressly states otherwise, each party acts as an independent controller or business for its own processing activities, and neither party acts as the other's processor, service provider, joint controller, agent, or fiduciary.
Customer is solely responsible for its collection, use, disclosure, retention, and deletion of Licensed Data after receiving it, including responding to requests from individuals and honoring applicable opt-outs, suppression instructions, and use limitations. Customer will reasonably cooperate with VetIntel to implement a lawful correction, deletion, restriction, or opt-out request communicated by VetIntel.
13. Security
VetIntel will maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the Services and information it processes. No method of transmission or storage is completely secure, and VetIntel does not guarantee that unauthorized access, loss, or a security incident will never occur.
Customer is responsible for the security of its systems, accounts, integrations, devices, exports, and copies of Licensed Data. Customer must use safeguards appropriate to the sensitivity and volume of the information, including access controls, multifactor authentication where available, logging, encryption in transit and at rest where appropriate, personnel confidentiality obligations, and secure deletion.
Customer must notify legal@vetintelcompany.com with the subject “Security Notice” without undue delay, and in any event within 24 hours after discovery, of any actual or reasonably suspected unauthorized access to the Services or Licensed Data. Customer may not notify a third party, regulator, or the public on VetIntel's behalf or identify VetIntel as responsible for an incident without VetIntel's prior written approval, except to the extent legally required. This restriction does not prevent Customer from meeting a non-waivable legal duty.
14. Fees, taxes, and payment
Customer will pay the fees stated in each Order Form without setoff or deduction. Unless an Order Form states otherwise, fees are quoted and payable in U.S. dollars, due in advance, non-cancelable, and non-refundable except as expressly stated in these Terms.
Customer is responsible for taxes, duties, and governmental assessments arising from its purchases, excluding taxes based on VetIntel's net income. Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs.
If an Order Form provides for automatic renewal, the subscription renews for successive periods equal to the expiring term unless either party gives the notice of nonrenewal specified in the Order Form. VetIntel may change fees for a renewal term by giving notice before the applicable nonrenewal deadline.
15. Ownership and Feedback
VetIntel and its licensors own all right, title, and interest in and to the Services, Licensed Data, Derived Data, Documentation, Usage Data, VetIntel technology, and all improvements, compilations, selections, arrangements, models, designs, and derivative works of them, including intellectual-property and database rights.
Customer may provide Feedback voluntarily. Customer grants VetIntel a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use and commercialize Feedback without restriction or attribution. Customer will not provide Feedback subject to a duty that would restrict VetIntel's use.
VetIntel may create and use Usage Data to operate, secure, analyze, and improve the Services and for lawful business purposes, provided VetIntel does not externally disclose Usage Data in a form that identifies Customer or an individual except as permitted by the Privacy Policy or Customer.
16. Third-party services and sources
The Services may interoperate with or reference third-party websites, services, data, and sources. VetIntel does not control and is not responsible for third-party materials, availability, terms, security, accuracy, or practices. Customer's use of a third-party service is governed by that provider's terms.
VetIntel may add, replace, restrict, or discontinue a source or integration at any time. Customer has no right to obtain underlying source material when it is restricted by law, contract, security, confidentiality, or VetIntel policy.
17. Changes, availability, and beta features
VetIntel may modify the Services and Licensed Data to improve performance, security, legal compliance, or functionality. VetIntel does not guarantee uninterrupted, error-free, or perpetual availability of a feature, source, integration, record, or data category unless an Order Form expressly provides a service level.
Features identified as alpha, beta, preview, evaluation, early access, or free are provided for testing, may be changed or discontinued at any time, may be subject to additional terms, and may not be used for production or consequential decisions. VetIntel has no obligation to retain data submitted to or generated by those features.
18. Monitoring, audit, and suspension
VetIntel may monitor and log access, queries, exports, API activity, account use, AI conversations, submitted files and their contents, and other interactions with the Services to provide and secure the Services, exercise the rights granted in Section 10, enforce these Terms, investigate suspected misuse, protect data subjects and sources, and comply with law. Monitoring and review may be performed by automated systems and by authorized VetIntel personnel, contractors, and service providers.
Upon reasonable request, Customer will provide information sufficient to confirm its compliance with the license, access, security, deletion, and use restrictions. VetIntel may audit Customer's relevant compliance records no more than once annually on reasonable notice, or at any time when VetIntel reasonably suspects unauthorized access, sharing, extraction, or prohibited use. VetIntel will conduct an audit in a manner designed to minimize unreasonable disruption.
VetIntel may immediately restrict or suspend access, exports, integrations, or accounts if VetIntel reasonably believes that: (a) Customer breached these Terms; (b) use presents a security, legal, operational, or reputational risk; (c) fees are overdue; (d) suspension is required by law or a source restriction; or (e) continued access could harm VetIntel, a data subject, a source, or another person. VetIntel will use reasonable efforts to provide notice when lawful and practicable. Suspension does not relieve Customer of payment obligations and does not entitle Customer to a refund.
19. Term and termination
These Terms begin when Customer first accepts them and continue while Customer accesses or uses the Services. Each Order Form continues for its stated term.
Either party may terminate an Order Form for the other party's material breach if the breach is not cured within 30 days after written notice. No cure period is required for a breach of Sections 4, 6, 7, 10, 11, or 13; infringement or misappropriation; unlawful conduct; or a breach that cannot reasonably be cured. VetIntel may terminate immediately in those circumstances or if continued performance would violate law.
Upon expiration or termination:
- Customer's rights and access end immediately;
- all unpaid amounts become due;
- Customer must cease using Licensed Data and, within 10 business days, securely delete all Licensed Data, exports, reports, credentials, and copies within its possession or control;
- upon request, an authorized Customer representative must certify completion of deletion in writing; and
- Customer may retain only the minimum information required by law, isolated from ordinary use and used solely for the legally required purpose.
Licensed Data contained in routine backups may remain until overwritten in the ordinary course, provided it is not restored or used except for disaster recovery and remains protected by these Terms.
Sections that by their nature should survive will survive, including Sections 6 through 13 and 15 through 25.
20. Customer indemnification
Customer will defend, indemnify, and hold harmless VetIntel, its affiliates, licensors, and each of their officers, directors, employees, agents, and contractors from and against any third-party claim, demand, investigation, proceeding, judgment, settlement, penalty, fine, loss, damage, cost, or expense (including reasonable attorneys' fees) arising out of or relating to:
- Customer's or an Authorized User's access to or use of the Services or Licensed Data;
- Customer's decisions, communications, marketing, publications, or other actions based on Licensed Data;
- Customer's failure to independently verify Licensed Data as required by these Terms;
- Customer Data or VetIntel's permitted processing of Customer Data;
- unauthorized access, disclosure, sharing, resale, publication, or retention by or through Customer;
- a prohibited use or violation of applicable law by Customer;
- an allegation by a person whom Customer contacted, evaluated, profiled, targeted, or otherwise affected;
- Customer's systems, integrations, credentials, security practices, or security incident; or
- Customer's breach of these Terms, an Order Form, or its representations and warranties.
VetIntel will promptly notify Customer of an indemnified claim and provide reasonable cooperation at Customer's expense. Customer may control the defense with counsel reasonably acceptable to VetIntel, but Customer may not settle a claim in a manner that admits fault by, imposes obligations on, or fails to unconditionally release VetIntel without VetIntel's prior written consent. VetIntel may participate with counsel of its choice at its own expense. Customer's obligations are not reduced by a failure to notify except to the extent Customer is materially prejudiced.
21. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, LICENSED DATA, DOCUMENTATION, REPORTS, EXPORTS, APIS, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
VETINTEL AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, CURRENCY, AVAILABILITY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
VETINTEL DOES NOT WARRANT THAT THE SERVICES OR LICENSED DATA WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, PRESERVED, OR SUITABLE FOR CUSTOMER'S PURPOSE; THAT AN ERROR WILL BE CORRECTED; THAT A SOURCE OR RECORD WILL REMAIN AVAILABLE; OR THAT CUSTOMER WILL ACHIEVE A PARTICULAR RESULT. VETINTEL DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR CUSTOMER'S USE, INTERPRETATION, COMMUNICATION, OR DECISIONS.
No statement by sales, support, marketing, or other personnel creates a warranty unless it is expressly identified as a warranty in an Order Form signed by an authorized VetIntel representative. Customer acknowledges that it has not relied on any promise or representation not expressly stated in such an Order Form.
Some jurisdictions do not permit certain disclaimers, so portions of this section may not apply to the extent prohibited by law.
22. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VETINTEL AND ITS AFFILIATES, LICENSORS, AND PERSONNEL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, SAVINGS, OPPORTUNITY, BUSINESS, GOODWILL, REPUTATION, OR DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES OR DATA; OR DAMAGES ARISING FROM A DECISION, COMMUNICATION, OR ACTION BASED ON LICENSED DATA, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED THAT SUCH DAMAGE WAS POSSIBLE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF VETINTEL AND ITS AFFILIATES, LICENSORS, AND PERSONNEL ARISING OUT OF OR RELATING TO THE SERVICES, LICENSED DATA, THESE TERMS, AND ALL ORDER FORMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO VETINTEL FOR THE AFFECTED SERVICES DURING THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY. FOR FREE, TRIAL, BETA, OR PREVIEW SERVICES, THE AGGREGATE CAP IS US$100.
The exclusions and cap apply collectively to all claims, incidents, Order Forms, Authorized Users, and legal theories and will not be multiplied. They apply even if a remedy fails of its essential purpose. The parties agree that the fees reflect this allocation of risk and that VetIntel would not provide the Services without it.
Nothing in these Terms excludes or limits liability to the extent that doing so is prohibited by applicable law.
23. Time limit for claims
To the fullest extent permitted by law, a claim arising out of or relating to the Services, Licensed Data, these Terms, or an Order Form must be commenced within one year after the event giving rise to the claim was discovered or reasonably should have been discovered. Otherwise, the claim is permanently barred. This section does not extend a statutory limitation period or apply where a shorter contractual period is required.
24. Dispute resolution, arbitration, and class waiver
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES INDIVIDUAL ARBITRATION AND WAIVES JURY TRIALS AND CLASS OR REPRESENTATIVE ACTIONS.
Before filing a claim, a party must send a written notice describing the dispute and requested relief. The parties will attempt in good faith to resolve it for at least 30 days after receipt.
Except for a claim seeking temporary or preliminary equitable relief for unauthorized access, misuse, disclosure, infringement, or misappropriation, any dispute arising out of or relating to the Services, Licensed Data, these Terms, or an Order Form will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by one arbitrator in English in Wilmington, Delaware, unless the parties agree to remote proceedings or another location. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
Each party may bring claims only in its individual capacity and not as a plaintiff, claimant, or class member in a class, collective, consolidated, mass, representative, or private-attorney-general proceeding. The arbitrator may award relief only to the individual party seeking it and only to the extent necessary to resolve that party's claim. If the class or representative waiver is finally held unenforceable for a particular claim, that claim must proceed in a court of competent jurisdiction and not in arbitration.
Each party waives trial by jury to the fullest extent permitted by law. Judgment on an arbitration award may be entered in any court with jurisdiction.
25. General terms
Governing law and courts
These Terms and all disputes are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For a dispute not subject to arbitration, each party submits to the exclusive jurisdiction of the state and federal courts located in Delaware and waives objections to venue or inconvenient forum.
Equitable relief
Unauthorized access, disclosure, use, or distribution of the Services, Licensed Data, or Confidential Information may cause harm for which monetary damages are inadequate. VetIntel may seek injunctive or equitable relief without posting bond or proving actual damages, in addition to other remedies.
Export controls and sanctions
Customer will comply with U.S. and other applicable export-control and sanctions laws. Customer represents that it and its Authorized Users are not prohibited parties and will not access or use the Services from an embargoed jurisdiction or for a prohibited end use.
Assignment
Customer may not assign, delegate, transfer, or sublicense these Terms, an Order Form, an account, or any rights without VetIntel's prior written consent. Any attempted transfer is void. VetIntel may assign these Terms in connection with a merger, reorganization, financing, sale of assets, or transfer to an affiliate. Subject to these restrictions, these Terms bind and benefit permitted successors and assigns.
Force majeure
Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, utility or internet failures, labor disputes, war, terrorism, civil unrest, governmental action, epidemics, cyberattacks, provider failures, or source unavailability. This section does not excuse Customer's payment obligations.
Notices
VetIntel may provide operational and legal notices through the Services, account email, or the website. Notices to VetIntel must be sent to legal@vetintelcompany.com and by recognized overnight delivery to:
The Veterinary Intelligence Company
c/o Registered Agent Solutions, Inc.
838 Walker Road, Suite 21-2
Dover, DE 19904
Kent County, United States
A notice is effective on confirmed receipt. Customer must keep its notice contact current.
Changes to these Terms
VetIntel may update these Terms. VetIntel will post the updated version and identify its effective date. If a change is material, VetIntel may provide additional notice and require Customer and Authorized Users to affirmatively accept the updated Terms before continuing to access the Services. Unless law requires otherwise, changes apply prospectively from their effective date. Continuing to use the Services after an applicable effective date constitutes acceptance when affirmative reacceptance is not required.
Publicity
Neither party may use the other party's name, marks, or logo in publicity without prior written consent. VetIntel may identify Customer in a factual customer list only if an Order Form expressly permits it.
Relationship; no third-party beneficiaries
The parties are independent contractors. These Terms do not create a partnership, joint venture, franchise, fiduciary, agency, employment, or exclusivity relationship. There are no third-party beneficiaries, including Customer's affiliates, personnel, customers, prospects, advisers, investors, or any person described in Licensed Data.
Entire agreement; interpretation
These Terms and applicable Order Forms are the entire agreement regarding their subject matter and replace prior or contemporaneous communications and agreements on that subject. Headings are for convenience. “Including” means “including without limitation.” A waiver must be in writing and is not a continuing waiver. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue in effect. No ambiguity will be construed against a party merely because it drafted the language.
26. Contact
Questions about these Terms may be sent to legal@vetintelcompany.com.
The Veterinary Intelligence Company
c/o Registered Agent Solutions, Inc.
838 Walker Road, Suite 21-2
Dover, DE 19904
Kent County, United States