VETgirl® Subscription Agreement
By installing, downloading, purchasing or otherwise using VETgirl, LLC copyrighted Continuing Education Content (“CE Content” – defined below), you agree to be unconditionally bound by the terms of this Agreement. This Click-Through Content License Agreement (the “Agreement”) contains the terms upon which VETgirl, LLC, a Minnesota limited liability company (“VETgirl”), grants to you (“Licensee”) a single user, revocable, limited license to use the VETgirl CE Content subject to the terms of this Agreement. Please read this Agreement carefully. By subscribing, Licensee acknowledges it has read and accepts the terms of this Agreement in its entirety.
If Licensee is entering into this Agreement within the scope of its employment or in connection with its engagement as an independent contractor, instructor, or in a similar role, then the term “Licensee” may include your employer, contractor, or organization, as applicable. Licensee hereby warrants and represents to VETgirl that it has the actual authority to legally bind such employer, contractor, or organization.
SECTION 1: GRANT OF LICENSE; THIRD-PARTY AUTHORIZATION
1.1 Single User License
VETgirl hereby grants to Licensee – and Licensee hereby accepts – a single user, non-exclusive, non-transferable, revocable, limited license (with no right to grant sub-licenses) to install, download, purchase or otherwise use a single copy of the following: (a) applicable copyrighted continuing education content purchased by Licensee from VETgirl, and (b) any and all associated documentation, tutorials, training workshops, samples, images, audio or video recordings, and other tools (collectively, (a) and (b) constitute the “ CE Content”), subject to the terms and conditions of this Agreement. Licensee acknowledges that Licensee’s right to use the CE Content is derived solely from this Agreement and is limited as detailed herein.
1.2 Terms of VETgirl Sites
1.3 Third Party Licensors
Some versions of the CE Content intended for designated hardware and/or software environments may contain proprietary material owned by various third-party licensors of VETgirl and are restricted to the use of developers formally authorized by such third-party licensors. Licensee shall use the CE Content only for the personal or professional continuing education purposes for which it is authorized.
1.4 Revocation of License
This Agreement conveys to Licensee only a limited license to use the CE Content, and such license is fully revocable in accordance with the provisions of this Agreement. Except for the limited license granted herein, Licensee does not receive and shall not assert any right, title, or interest in or to the CE Content. VETgirl need not send a Licensee formal written notice of revocation and may affect revocation at any time, with or without notice.
SECTION 2: LIMITED USE; PROPRIETARY RIGHTS
2.1 Limited Single-User Use
The CE Content is furnished to Licensee for the sole purpose of enabling Licensee to access and use the CE Content for single user personal or professional continuing education use only. Licensee shall use the CE Content solely for such purpose, and shall not, without the prior written approval of VETgirl, use or allow any third party to use or view the CE Content for any purpose. Without limiting the generality of the foregoing, Licensee shall not utilize the Content in connection with the development or maintenance of any third-party presentation, training program, product or application or permit any third party to do so without the express written permission of VETgirl.
2.2 Copyright & Restrictions
VETgirl reserves for itself and any of its licensors all rights and benefits in the CE Content afforded under applicable U.S. and international copyright laws and conventions. VETgirl reserves the right to enforce its intellectual property rights worldwide. Licensee shall devote its best efforts, consistent with the practices and procedures under which it protects its own most valuable proprietary information and materials, to protect the CE Content against any unauthorized or unlawful use or copying. Licensee shall make no copies, recordings, or duplications of the CE Content except for those necessary to fulfill the purpose of this Agreement.
Licensee expressly acknowledges and agrees it does not have rights to:
(a) own title, or transfer title to the CE Content to another party;
(b) distribute, or sublicense or otherwise provide copies or any rights in relation to the CE Content to any third party; or
(c) modify, enhance, reverse-engineer, decompile, disassemble or create substantially derived forms of the CE Content.
2.3 Acknowledgement of Copyright and Other Intellectual Property Rights
(a) The CE Content, including any documentation, media, packaging and illustrations, is copyrighted and constitutes VETgirl’s valuable intellectual property. Licensee agrees that all physical manifestations of the CE Content will display VETgirl’s copyright notice in a conspicuous manner. If Licensee is granted written permission to reproduce CE Content or present CE Content to a third party, Licensee shall include the following notice on any printed, electronic, online or packaged version of the CE Content, in any form whatsoever:
“Copyright © [insert year] VETgirl, LLC. All rights reserved.”
Any use of CE Content in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling VETgirl to exercise all rights and remedies available to it under copyright laws around the world. Licensee acknowledges it will be held responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
(b) Certain logos, product names and trademarks owned by VETgirl (whether registered or common law) may be contained within the printed materials and/or electronic manifestations of the CE Content. Licensee has no right to use such logos, product names, or trademarks except as set forth in this Agreement.
(c) Licensee acknowledges that intellectual property rights to the CE Content, including any associated written materials and other documentation provided under this Agreement, belongs exclusively to VETgirl. Licensee agrees to take commercially reasonable security measures to protect the CE Content from unauthorized use, reproduction, distribution or publication in electronic or physical form.
2.4 Discontinuation of Use Upon Termination
Upon the earlier of termination of this Agreement or Licensee’s permanent cessation of use of the CE Content, Licensee shall immediately and permanently discontinue use of the CE Content pursuant to Section 3 herein.
SECTION 3: TERM OF AGREEMENT; TERMINATION
3.1 Term & VETgirl’s Termination Rights
(a) THE INITIAL TERM OF THIS AGREEMENT SHALL BE FOR A PERIOD OF ONE (1) YEAR, COMMENCING UPON THE DATE OF LICENSEE’S ACCEPTANCE OF THIS AGREEMENT (THE “TERM”). THE TERM SHALL AUTOMATICALLY RENEW ON A MONTH-TO-MONTH BASIS UNTIL THE EARLIER OF: (I) LICENSEE’S THIRTY (30) DAY WRITTEN NOTICE OF NON-RENEWAL SENT PURSUANT TO THE “NOTICES” SECTION (6.2) HEREIN, WHICH WRITTEN NOTICE SHALL BE EFFECTIVE THE MONTH SUBSEQUENT TO RECEIPT OF THE NOTICE BY VETGIRL, OR (II) VETGIRL’S WRITTEN NOTICE OF TERMINATION TO LICENSEE.
(b) VETgirl may terminate this Agreement at any time without cause upon written notice to Licensee.
3.2 Termination Upon Breach
This Agreement and Licensee’s authorization to use the CE Content shall terminate automatically if Licensee fails to comply with any provision of this Agreement. No notice shall be required from VETgirl to give effect to such termination.
All Sections in this Agreement shall survive termination and shall remain binding upon the parties in perpetuity, except that the limited license granted to Licensee may be fully and finally revoked.
SECTION 4: WARRANTY DISCLAIMER, INDEMNITY & LIMITATION ON LIABILITY
4.1 Limited Warranty
VETGIRL WARRANTS ONLY THAT THE CONTENT DOES NOT INFRINGE ON ANY CURRENT COPYRIGHT. VETGIRL DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT AND ANY OTHER DATA, INFORMATION, OR OTHER MATERIAL FURNISHED TO LICENSEE HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE CONDITION THEREOF; CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION; THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS THEREIN; AND OTHER WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
4.2 Limitation of VETgirl’s Liability
In no event shall VETgirl be liable to Licensee or any third party for any loss of profits, business interruption, or loss of business information; any incidental, special, exemplary, or consequential damages; or any third-party claims or demands brought against Licensee, even if Licensee has been advised of the possibility of such damages. Licensee and VETgirl hereby agree VETgirl’s maximum liability under this Agreement is limited to the purchase price Licensee paid for VETgirl CE Content. In the event Licensee obtained access to the CE Content without payment to VETgirl, it shall have no legal remedies or recourse against VETgirl or its affiliates.
4.3 Licensee’s Indemnification of VETgirl
Licensee agrees to indemnify, defend and hold VETgirl and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees) incurred as a result of or in connection with any breach or alleged breach of this Agreement.
SECTION 5: CONFIDENTIALITY
5.1 Nondisclosure of Confidential Information
5.2 Prohibitions on Disclosure of VETgirl’s Confidential Information
Licensee acknowledges and agrees that VETgirl’s Confidential Information is confidential to and a valuable asset of VETgirl, is proprietary, may include trade secrets and is disclosed solely on the condition that the Licensee and its employer, employees, independent contractors or affiliates who have access to VETgirl’s Confidential Information agree that during and after the Term, such employees, independent contractors and affiliates:
(a) will not use the Confidential Information in any other business or capacity;
(b) will maintain the absolute confidentiality of the Confidential Information;
(c) will not make unauthorized copies of any portion of the Confidential Information disclosed in written or other tangible form; and,
(d) will adopt and implement all reasonable procedures prescribed from time to time by VETgirl to prevent unauthorized use or disclosure of the Confidential Information.
Notwithstanding anything to the contrary contained in this Agreement, the restrictions on disclosure and use of Confidential Information shall not apply to the following:
(a) information, methods, procedures, techniques and knowledge which are or become generally known other than through disclosure; and,
(b) the disclosure of the Confidential Information in judicial or administrative proceedings to the extent that a party is legally compelled to disclose such information.
SECTION 6: INDEPENDENT CONTRACTORS; NOTICES
6.1 Independent Contractors
It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary relationship between them, and that VETgirl and Licensee are and shall be independent contractors. Nothing in this Agreement is intended to make either party a general or special agent, joint venturer, partner, or employee of the other for any purpose.
Any notice due or to be given hereunder to VETgirl, including, but not limited to, notices of copyright infringement or thirty (30) day notices of non-renewal, shall be in writing by using the “Contact Us” link on the VETgirl website (http://VETgirlontherun.com) or by e-mailing: membership@VETgirlontherun.com
SECTION 7: MISCELLANEOUS
The obligations of this Agreement are personal to Licensee. Licensee may not assign or transfer its rights or obligations under this Agreement without the prior written consent of VETgirl.
7.2 Choice of Law & Dispute Resolution
This Agreement shall be governed in accordance with the laws of the State of Minnesota and federal intellectual property laws, as applicable. Any and all disputes arising out of, under, or in connection with this Agreement – expressly excluding any injunctive relief or specific performance sought by VETgirl – including, without limitation, its validity, interpretation, performance and breach, after good faith negotiation between VETgirl and Licensee, shall be finally and confidentially settled by mandatory binding arbitration under the Rules of Arbitration of the American Arbitration Association. The arbitration shall take place in Minneapolis, Minnesota. If VETgirl engages legal counsel in connection with any failure by Licensee to comply with this Agreement, Licensee shall reimburse VETgirl for costs and expenses incurred by VETgirl, including legal fees. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
7.3 Specific Performance
Nothing in this Agreement shall bar VETgirl’s right to seek specific performance of the provisions of this Agreement and injunctive relief against threatened conduct that will cause it loss or damages, including applicable rules for obtaining restraining orders and preliminary injunctions. Licensee agrees that VETgirl may obtain such injunctive relief in addition to such further or other relief as may be available at law or in equity.
7.4 Entire Agreement
This Agreement constitutes the entire and exclusive agreement between VETgirl and Licensee with respect to the subject matter hereof and may only be amended by a writing executed by both parties. Should any provision in this Agreement be deemed void or unenforceable, that provision shall be stricken and the remainder of the Agreement shall remain enforceable and in full effect.
7.5 No Third-Party Rights
Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed or construed to confer any third-party beneficiary rights on any person or organization.
7.6 Additional Agreements
Licensee acknowledges that it has, in addition to the terms of this Agreement, reviewed any other agreements which may be incorporated by reference herein, and to the extent of their incorporation in this Agreement, Licensee agrees to be bound by them. In the event of any inconsistency, the terms of this Agreement shall govern.
7.7 Severability & Savings Clause
In case any one or more of the provisions of this Agreement should be determined invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained in this Agreement will not in any way be affected or impaired thereby. If any particular provision of this Agreement shall be adjudicated or determined to be invalid or unenforceable, the parties authorize the tribunal making such determination to edit the invalid or unenforceable provision to allow this Agreement, and the provisions thereof, to be valid and enforceable to the fullest extent allowed by law.
BY SUBSCRIBING TO VETGIRL, LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE. IN CONSIDERATION OF VETGIRL AGREEING TO PROVIDE THE CE CONTENT, LICENSEE AGREES TO BE UNCONDITIONALLY BOUND BY THIS AGREEMENT. LICENSEE AGREES THAT THIS AGREEMENT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN.
Last Updated July 19, 2018