Thank you for choosing the software and services of BUDDYLABS, INC., a Delaware corporation (the “Company”). Below is a copy of the end-user license agreement of our products our products, including, without limitation to, unpaid trial or/and demonstration product versions, paid products, website services, apps, software application, subscription services, or other services, between you (an individual or entity), hereinafter referred to as “User,” and the Company. Read the terms and conditions of this agreement carefully before installing, accessing, or commencing the use of the Company’s software and service. The License granted hereunder is conditioned upon your acceptance of the terms set forth herein. By clicking “Next,” you accept and agree to all terms and conditions of this agreement. If you do not accept the terms of this agreement, you should not access the License. If at any time you do not agree to terms of this agreement, you must cease your use of any of the Company’s products or services.
The Company hereby grants to User a non-exclusive, non-transferable and non-assignable license (the “License”) to access and use certain AI web services and applications for providing a veterinary telemedicine tool and information for pets for the sole purpose of demonstration, evaluation, trial, and use for User’s own personal or business purposes (collectively, “Licensed Software”), subject to the terms and conditions of this License Agreement. Both the Company and User may be individually referred to as “Party” and collectively referred to as “Parties” throughout this document.
THE LICENSED SOFTWARE IN ANY FORM INTENDS TO BE USED FOR INFORMATIONAL PURPOSES ONLY, EVEN IF SUCH INFORMATION MAY CONTRIBUTE TO THE GENERAL CARE AND WELLBEING OF THE USER’S PETS. THE LICENSED SOFTWARE DOES NOT PROVIDE MEDICAL ADVICE, OPINION, DIAGNOSIS, OR TREATMENT. THE LICENSED SOFTWARE DOES NOT REPLACE THE ADVICE OF QUALIFIED HEALTHCARE PROFESSIONALS SUCH AS USER’S PET’S VETERINARIAN, NOR DOES IT REPLACE THE NEED TO HAVE REGULAR CHECKUPS OR SPECIAL APPOINTMENTS FOR USER’S PET’S HEALTH, NOR WILL IT WORK AS A MEDICAL DEVICE. ACCORDINGLY, USER SHALL CONTACT QUALIFIED HEALTHCARE PROFESSIONALS WITH ANY QUESTIONS REGARDING USER’S PETS’ SPECIFIC MEDICAL CONDITION(S) AND SEEK IMMEDIATELY HELP FROM THEM IN CASE OF ANY EMERGENCY SITUATION.
All individual Users must be at least 13 years old to access and use the Licensed Software. By accepting this Agreement, the individual Users each represent and warrant that they are at least 13 years old of age at the time they first start accessing the Licensed Software.
User will not disassemble, decompile, attempt to “reverse engineer,” or otherwise use the Licensed Software for any purposes other than those which are permitted by the Company (collectively “Unpermitted Use”), nor shall User permit any other person to engage in any Unpermitted Use. User will make reasonable efforts to prevent such Unpermitted Use, and User will advise its employees and agents who are permitted access to the Licensed Software of the restrictions upon such Unpermitted Use contained in this Agreement. User will be liable for any Unpermitted Use by its employees or agents. User agrees not to, and not to permit others to, directly or indirectly (a) reverse assemble, reverse compile, or otherwise reverse engineer or attempt to derive the source code of all or any part of the Licensed Software; (b) copy, modify, translate, alter, change, or collect information that can be used to create derivative works of all or any part of the Licensed Software; or (c) download, copy, or collect information that could be used to copy all or any part of the Licensed Software, or access or use all or any part of the Licensed Software for any purpose other than for the evaluation, demonstration, or permitted use of the Licensed Software.
information, materials, organization, graphics, design, compilation, digital conversion, and the ideas, procedures, processes, systems, methods, and concepts embodied within the Licensed Software or related in any way to the Licensed Software shall be the copyrights, trademarks, trade secrets, and/or other proprietary or intellectual property rights of the Company. This license is not a sale of a copy, redistribution, use, or publication of the Licensed Software (except for the sole purpose of using for the Permitted Use as set forth in Section 2) and does not render User the owner of such copy, restriction, use, or publication of the Licensed Software. Ownership of the Licensed Software and all related components and technologies shall at all times remain with the Company, regardless of who may be deemed the owner of the tangible media in or on which the Licensed Software may be copied, encoded, or otherwise fixed.
USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE LICENSED SOFTWARE AND ANY THIRD-PARTY SOFTWARE DOWNLOADED AND INSTALLED BY USER IS AT USER’S SOLE RISK. THE LICENSED SOFTWARE PROVIDED HEREUNDER IS PROVIDED “AS IS,” WITHOUT WARRANTIES OR PROMISES, WHETHER EXPRESS OR IMPLIED, OR BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE. THE ENTIRE RISK AS TO THE SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT OF SUCH LICENSED SOFTWARE (IF ANY) SHALL BE WITH USER. THERE IS NO REPRESENTATION OR WARRANTY HEREIN AGAINST INTERFERENCE WITH USER’S ENJOYMENT OR AGAINST INFRINGEMENT. LICENSOR AND ITS THIRD-PARTY LICENSORS DISCLAIM ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE AND THIRD-PARTY SOFTWARE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR THAT USER’S USE OF THE LICENSED SOFTWARE WILL BE UNINTERUPTED, VIRUS-FREE, OR ERROR-FREE. USER ACKNOWLEDGES THAT NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY THIRD-PARTY LICENSORS HEREIN.
IN NO EVENT WILL THE COMPANY BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, LOST PETS, DEATH, SICKNESS, OR INJURY OF ANY PERSON OR PETS, OR OTHER SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED BY THE COMPANY, WHETHER THE LICENSED SOFTWARE OR ANY THIRD-PATY SOFTWARE, UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NOTWITHSTANDING ANYTHING CONTRARY HERETO, THE AGGREGATE LIABILITY OF THE COMPANY UPON ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCTS OR SERVICES FURNISHED OR TO BE FURNISHED BY THE COMPANY UNDER THIS AGREEMENT SHALL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT PAID BY USER TO THE COMPANY UNDER THIS AGREEMENT.
In connection with User’s use of the Licensed Software, User may acquire or obtain access to other user contents such as information, text, links, graphics, photos, audio, video, or other materials or arrangements of material shared, uploaded, posted, created, or provided otherwise by User on the Company’s service platforms or any part of the Licensed Software, including the User comments, chats, likes/dislikes, and other communications. (“User Contents”). User should provide Contents that he or she is comfortable sharing with others and each User shall be responsible for any User Content he or she provides, including compliance with applicable laws, rules, and regulations. All User Content is the sole responsibility of the person who originated such Content. In any event, User may not provide offensive, harmful, inaccurate, deceptive, mislabeled. Illegal, promotional, untruthful, violent, repetitive, confidential, or otherwise inappropriate Content. The Company may not monitor all Content and therefore, it cannot take responsibility for such Company. However, the Company reserves the right to remove Content that violates this Section. Any use or reliance on any User Contents appearing on the Licensed Software or other services is at User’s owner risk. The Company does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or endorse any opinions expressed by User.
In connection with User’s use of the Licensed Software, User may acquire or obtain access to third-party services, including internet or mobile services and any website that is not operated by Company (“Third-Party Services”). User shall be responsible for ensuring that the Third-Party Services (including, without limitation, computer systems, internet connectivity, and cellular services) with which User chooses to operate the Licensed Software meets Company's minimum requirements, including, without limitation, the processing speed, memory, and the availability of dedicated internet access required for the Licensed Software, and that User and its authorized users’ use of such Third-Party Services with the Licensed Software is not in violation of any licenses, terms, conditions, laws, rules and/or regulations regarding the use of such Third-Party Services.
Without limiting the foregoing, the Licensed Software may include Third-Party Components (as defined below), and Third-Party Software (as defined below) may be provided from time to time in conjunction with the Licensed Software. User’s use of the Third-Party Software and Third-Party Components (including any updates or upgrades thereto) may be subject to separate or additional terms and conditions. These separate or additional terms and conditions, if any, will be made available in a text file accompanying the Software and/or, in the case of Third-Party Software, may be made available when User uses or installs the Third-Party Software for the first time. With respect to Third-Party Software provided to User by Company, Company is only able to provide such software with User’s understanding, acknowledgment and agreement that such software is (a) provided as a convenience to User only; and (b) if it is not accompanied by a separate software license, it is subject to the terms and conditions of this Agreement as though it were Licensed Software, except that in all cases it is provided by Company "AS IS" and "AS AVAILABLE" with no express or implied conditions, endorsements, guarantees, representations or warranties. If User wishes to obtain Third-Party Software on other terms, User should acquire this Third-Party Software directly from its suppliers. In no event shall such separate license agreements or additional terms and conditions between User and the supplier be binding on Company or impose any additional obligations, or obligations inconsistent with the terms of this Agreement, upon Company whatsoever. To the extent that any particular Third-Party Component is covered by additional terms and conditions that provide User with rights to use, copy, distribute, or modify all or part of such Third-Party Component more broadly than the rights afforded User under this Agreement for the Software then, solely to such extent, User can exercise such broader rights without breaching the terms of this Agreement for the remainder of the Software for which User obtained the benefit of such broader rights.
"Third-Party Components" means software and interfaces licensed by Company from a third party for incorporation into a Company software product and distributed as an integral part of that the Company product under a Company brand but does not include Third-Party Software.
"Third-Party Software" means standalone software applications proprietary to a third party that are provided by the Company or its authorized distributors bundled with, or separately for use with, the Licensed Software.
The License is effective for thirty (30) days. Notwithstanding anything contrary hereto, the Company may terminate the License upon notice for failure to comply with any of the license terms. Upon the termination, User must immediately cease all use of the Licensed Software and destroy the Licensed Software, including all copies, adaptations, and merged portions in any form. The provisions of Sections 4, 5, 6, 7, 8, and 9 shall survive the termination of this Agreement for any reason.
(a) Entire Agreement; Amendment.
This Agreement and other terms or agreements accepted or executed by the Parties for the use of the Licensed Software prior to or contemporaneously with the execution of this License Agreement contains all of the terms and conditions of use of the Licensed Software and supersedes any prior understandings or agreements, whether oral or written, between the Parties. Each Party represents and warrants to the other that he/she/it is not relying on any representations made before or outside of the above-described agreements and documents. This Agreement may not be amended or modified except by an express written agreement signed by both of the Parties.
(b) Governing Law.
The terms of this Agreement and the resolution of any disputes will be governed by California law.
If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.
(d) Choice of Law.
All questions concerning the construction, validity, and interpretation of this Agreement shall be governed by the internal law, without regard to conflict of law principles, of the State of California.
The Licensed Software may be subject to US export control law, including the US Export Administration Act and its associated regulations. User shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. User 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 Software available outside the US.
(f) Force Majeure.
In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(g) Interpretation and Understanding.
This Agreement shall be interpreted in accordance with the plain meaning of its terms and no part of this Agreement shall be construed strictly for or against either of the Parties for any vagueness or ambiguity. The Parties represent and warrant that (i) each of them has carefully and completely read, and fully understands all the provisions of this Agreement, has had an opportunity to consult with a legal counsel or actually consulted with a legal counsel, and voluntarily, knowingly, and willingly intends to be legally bound by the same; (ii) the terms of this Agreement were determined through negotiation between the Parties themselves and this Agreement is mutually drafted by the Parties; and (iii) in executing this Agreement, each of the Parties does not rely and has not relied upon any representation or statement made by the other Party, or by the other Party’s agents, attorneys, or representatives with regard to the subject matter, basis, or effect of this Agreement or otherwise, other than those specifically stated in this Agreement.
All claims, disputes, controversies, or disagreements of any kind whatsoever arising out of or relating to this Agreement or the Licensed Software, excluding legal action taken by the Company to collect or recover damages for, or obtain any injunction related to Section 2 or Section 3 of this Agreement, shall be settled solely by confidential binding arbitration in accordance with the commercial arbitration rules of JAMS then existing. The arbitration shall be conducted in California and to the extent permitted by law, each party shall bear one-half of the arbitration fees and costs incurred through JAMS, subject to reimbursement by the losing party to the prevailing party as set forth in Section 9(i)
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE LICESNED SOFTWARE 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 THE PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. USER AGREES THAT, BY ENTERING INTO THIS AGREEMENT, THE PARTIES 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.
(i) Attorney Fees.
If any legal action or proceeding or alternative dispute resolution proceeding, including arbitration as set forth in Section 9(h), is necessary to enforce or interpret the terms of this Agreement, or to recover damages for breach of this Agreement, the prevailing party shall be entitled to reasonable attorney fees, as well as costs and disbursements (including expert witness fees), in addition to any other relief to which the prevailing party may be entitled.
The failure by the Company at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The Company’s waiver of User’s default shall not be deemed a continuing waiver, but it shall apply solely to the instance to which such waiver is directed.
(k) Assignment; Successors and Assigns.
The Company may assign, delegate and/or otherwise transfer this Agreement or its rights and obligations hereunder to any person or entity, which purchases or otherwise succeeds to the business of the Company to which this Agreement pertains. User may not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
This Agreement may be executed on separate copies, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.
(m) Academic Use.
The Company offers the Licensed Software free of charge for users at academic institutions pursuing research that is not connected to a for-profit business entity (“Academic User”). Such Academic User can create one free team, invite colleagues and give each of them one free seat. Academic User has no limit on the amount of hours of tracking and shall receive up to 100GB of storage with artifacts included. Once Academic User exceeds the 100GB limit, it will be billed at our standard storage and artifacts pricing.
(n) No Refunds.
User is purchasing the Company’s paid subscription service and acknowledges and agrees that User will not be eligible for any refunds or adjustments of any prepaid fees even if the number of User’s users subsequently decreases beyond the User’s agreed service tiers. For clarification purposes, such User is free to stop using the Company’s service plan at any time, but all prepaid fees are non-refundable.
(o) Governing Law.
These terms and conditions are governed by and construed in accordance with the laws of the State of California, USA and User irrevocably submits to the exclusive jurisdiction of the federal or state courts located in the county in California, USA, where the Company is located, for resolution of any dispute arising from this Agreement.
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