Last modified: 1 January 2019
IMPORTANT – PLEASE READ CAREFULLY: This End User License Agreement (“EULA”) is a legal agreement between you and GetSound Animal Health, LLC, GetSound Systems Group, LLC and its affiliates, successors and assigns (“GetSound.com”, “we”, or “us”, ” GetSound”). This EULA governs your use of the GetSound software, the GetSound App and any third party software that may be distributed therewith (collectively the “Software”). GetSound.com agrees to license the Software to you (personally and/or on behalf of your employer) (collectively “you” or “your”) only if you accept all the terms contained in this EULA. By installing, using, copying, or distributing all or any portion of the software, you accept and agree to be bound by all of the terms and conditions of this EULA. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.
1. Conditional License
1.1. LICENSE GRANT
Subject to your compliance with the terms and conditions of this EULA, GetSound.com grants you a non-exclusive, non-transferable right to use the executable code version of the Software for your use solely in connection with work you perform on or through the Site.
1.2. RESTRICTIONS ON USE
You agree not to modify, display, adapt, translate, loan, distribute, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software. You may not publish, redistribute, sublicense or sell the Software or any information or material associated with the Software. You may not rent, lease or otherwise transfer your rights to the Software. You may not use the Software in any manner that could damage, disable, overburden or impair the Site, nor may you use the Software in any manner that could interfere with any other party’s use and enjoyment of the Site. You agree that you will use the Software for lawful purposes and only in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws. In addition, you shall not perform, nor release the results of any testing of the Software to any third party without the prior written consent of GetSound.com. You also agree not to remove, obscure, or alter any copyright notice, trademarks or other proprietary rights notices contained within or accessed in conjunction with or through the Software.
1.3. INTELLECTUAL PROPERTY RIGHTS
The Software is licensed, not sold, to you for use pursuant to the terms of this EULA. All rights not expressly granted to you are reserved to GetSound.com or its licensors or third party providers. You acknowledge that GetSound.com or its licensors or third party providers own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Software, portions thereof, or any information or material provided through or in conjunction with the Software. Your rights to use the Software shall be limited to those expressly granted in this Section 1. All rights not expressly granted to you are reserved by GetSound.com, its licensors or third party providers. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all other proprietary rights, and all applications, registrations, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
2. Disclaimer Of Warranties
2.1. “AS IS”; NO WARRANTY
THE SOFTWARE IS PROVIDED BY GETSOUND.COM AND ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS “AS IS,” WITH NO WARRANTIES WHATSOEVER. GETSOUND.COM EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. COMPUTER PROGRAMS ARE INHERENTLY COMPLEX, AND THE SOFTWARE MAY NOT BE FREE OF ERRORS. THE SOFTWARE IS PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. GETSOUND.COM DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE.
2.2. PRIVACY DISCLAIMER
TO THE FULLEST EXTENT PERMITTED BY LAW, GETSOUND.COM DISCLAIMS LIABILITY IN THE EVENT OF THE UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF YOUR PERSONAL INFORMATION OR PRIVATE COMMUNICATIONS BY THIRD PARTIES.
2.3. JURISDICTIONAL LIMITATIONS
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE OR TO THE MINIMUM PRESCRIBED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
2.4. SURVIVAL OF DISCLAIMER
The provisions of this Section 2 and of Section 3 shall survive the termination of this EULA, but this shall not imply or create any continued right to use the Software after termination of this EULA.
3. Limitation Of Liability
3.1. LIMITATION OF LIABILITY
IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL GETSOUND.COM, OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF GETSOUND.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM THE PERFORMANCE OR MISPERFORMANCE OF THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
3.2. DAMAGES CAP
EXCEPT AS LIMITED BY APPLICABLE LAW, REGARDLESS OF THE BASIS FOR YOUR CLAIM, GETSOUND.COM’S, LICENSORS’ AND THIRD PARTY PROVIDERS’ TOTAL LIABILITY UNDER THIS EULA SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED THE AMOUNT OF FEES PAID FOR THE LICENSED SOFTWARE GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLAR ($100.00), WHICHEVER IS LESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING PROVISIONS SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR MONETARY DAMAGES IN RESPECT OF ANY BREACH OF OR DEFAULT UNDER THIS AGREEMENT BY GETSOUND.COM.
To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless GetSound.com and its subsidiaries, affiliates, joint ventures, suppliers, officers, directors, shareholders, employees and agents, from any claim or demand made by any third party due to or arising directly or indirectly out of your conduct or in connection with your use of the Software or its features, any alleged violation of these terms, or any alleged violation of any applicable law or regulation. GetSound.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse your indemnity obligations.
5. Privacy And Security
The Software may create a means for others to record the visual output (“Screenshot”) of your computer. You hereby acknowledge and agree that each time you activate the Software, the Software may periodically transmit Screenshots to GetSound.com. These Screenshots may be displayed in the GetSound.com Consultation History when the Screenshot is captured. These Screenshots may include, without limitation, the visual output of all open programs, windows, backgrounds, taskbars, system trays, multiple screens, title bars, menus, graphics, screen savers, and any information, images, and text therein. You acknowledge and agree that, if your confidential information is displayed as visual output of your computer while the Software is active, such confidential information may be included in a Screenshot, transmitted to GetSound.com, and displayed in the applicable Consultation History. In order to prevent transmission of your confidential information to GetSound.com, you agree not to access your confidential information while the Software is active. Although we have taken reasonable measures to prevent unauthorized persons from gaining access to your computer via the Software, we cannot foresee or control the actions of third parties. Therefore, use of the Software could make you vulnerable to security breaches that you might not otherwise face and could result in the loss of your privacy or property. You agree that GetSound.com is not liable to you for security breaches resulting from your use of the Software or otherwise.
6. No Notice Of Updates
GetSound.com reserves the right to modify or change this EULA from time to time without notice to You. The latest version will be available on the Site. GetSound.com also may update or modify the Software from time to time at its discretion. Your election to continue use of the Software, after the date of posting of these modifications to the EULA or to the Software constitutes acceptance of those modifications. If you do not agree with the modifications, do not use the Software.
7. Export Controls
You are responsible for complying with trade regulations and both foreign and domestic laws. You acknowledge that the Software or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any other country subject to United States embargo; (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or on the U.S. Commerce Department’s Denied Party or Entity List; and (c) you will not export or re-export the Software to any prohibited country, person, end-user or entity specified by U.S. Export Laws.
8. Term And Termination
This EULA is effective as soon as you install, use, copy or distribute the Software and shall continue until it is terminated by GetSound.com or you, as provided for under the terms of this Section. Unless otherwise agreed to in writing with us, either you or we may terminate the contractual agreement represented by this EULA at any time upon notice to the other party. This EULA, including without limitation your right to the Software as specified in Section 1, terminates immediately and without notice from GetSound.com if you fail to comply with any of its provisions. Upon termination you shall immediately discontinue use of and destroy the Software and all copies or portions thereof, including any master copy, and within ten (10) days certify in writing to GetSound.com that all copies have been destroyed.
8.2. SURVIVAL OF TERMINATION
Sections 1.3, 2, 3, 4, 7, 8.2 and 9 of these terms will survive any termination of this EULA. The termination of this EULA does not limit GetSound.com’s other rights it may have by law.
9. Additional Provisions
9.1. SEVERANCE WAIVER
If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force.
You agree that, upon GetSound.com’s request, you will certify in writing your compliance with the terms of this EULA.
You may not assign this EULA or sublicense, assign, transfer or delegate any right or duty hereunder, without the prior written consent of GetSound.com, at our sole discretion. Notwithstanding the foregoing, GetSound.com may assign or transfer this EULA or any rights granted hereunder without your prior consent. This EULA is binding on and will inure to the benefit of the parties successors and permitted assigns.
9.4 ENTIRE AGREEMENT
This EULA and the terms expressly incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
10. FURTHER NOTICE: GETSOUND IS NOT PROVIDING INSURANCE SERVICES
IT IS UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT COMPANY IS NOT AN INSURER AND THAT INSURANCE, IF ANY, COVERING PERSONAL INJURY AND PROPERTY LOSS OR DAMAGE ON USER INFORMATION AND CONFIDENTIAL IMAGES MAY BE OBTAINED BY THE USER; THAT THE COMPANY IS BEING PAID FOR THE MAINTENANCE OF A SYSTEM DESIGNED TO OFFER ANIMAL HEALTH SERVICES ONLY AND THAT THE AMOUNTS BEING CHARGED BY THE COMPANY ARE NOT SUFFICIENT TO GUARANTEE THAT NO LOSS WILL OCCUR; THAT THE COMPANY IS NOT ASSUMING RESPONSIBILITY FOR ANY PROFESSIONAL OR USER PERSONAL INFORMATION LOSS, INJURY OR PROPERTY LOSS, OR DAMAGE, WHICH MAY OCCUR EVEN IF DUE TO COMPANY’S NEGLIGENT PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION UNDER THIS AGREEMENT. THE USER AND PROFESSIONAL HEREBY ENGAGING IN USE OF THE GETSOUND.COM SITE AGREE AND CON SENT TO AND WILL HOLD GETSOUND ANIMAL HEALTH, LLC, GETSOUND SYSTEMS GROUP, LLC AND ITS OFFICERS AND DIRECTORS AND AFFILIATES HARMLESS.
11.1 LIMITS OF LIABILTY AND LIQUIDATED DAMAGES
If there is deemed to be any liability on the part of GetSound Animal Health, LLC, GetSound Systems Group, LLC, d/b/a GetSound.com , our officers, employees or affiliates by virtue of this Agreement, whether due to the negligence of or otherwise, such liability is and shall be limited to the sum of One Hundred Dollars ($100.00), which sum shall be paid and received as liquidated damages and not as a penalty, and this sum shall be complete and exclusive remedy of User. User and Professional User agrees to and shall indemnify, defend, and hold harmless the GetSound.com, its officers directors, employees and agents for and against all claims, lawsuits, and losses, which may be brought or sustained by parties or entitles other that the parties to this Agreement.
12. FURTHER UNDERSTOOD ITEMS
THE COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS, OF THE SITE , THE SITE SECURITY, THE SITE STORAGE SECURITY,OR SITE SERVICES SUPPLIED , AND AS SUCH THEY MAY BE COMPROMISED OR THAT THE SYSTEM OR SERVICES WILL IN ALL CASES PROVIDE SECURITY OF INFORMATION AS FOR WHICH IT IS INTENDED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER.
13. FURTHER ENTIRE AGREEMENT – TRANSFER AND ASSIGNABILITY
This Agreement is in its entire form and covers all the legal entities: GetSound Animal Health, LLC, GetSound Systems Group, LLC, d/b/a GetSound Mobile Animal Telehealth Solution “GetSound.com”. This Agreement is assignable by :GetSound Animal Health, LLC, GetSound Systems Group, LLC, d/b/a GetSound Mobile Animal Telehealth Solution “GetSound.com”