DEFINITIONS. The following definitions apply for purposes of this Agreement:
"Agreement" means this License Agreement.
"Data" means the information concerning the animals, including without limitation, the number, the species, the breed, the animal ownership information, the animal identification, and the biological test results.
"Documentation" means any written, online or electronic materials or documentation made available or provided to you by GVL regarding the Product and Services.
"GVL's System" means GVL's Web-based diagnostic laboratory request/reporting system, and GVL's online EIA certificates, For Sale Certificates, Official Certificates of Veterinary Inspection, and GoPass (Extended equine eHealth certificate), including the Website, the Product and the Services.
"Passwords" means any and all passwords issued to you by GVL to allow you to access the Website.
"Product" means any and all of the following: the Certificates of Veterinary Inspection, the GoPass (Extended equine eHealth certificate), the Laboratory Submission/Results Reports, the Dog and Cat Pet Lemon Law (Change of Ownership) Certificates, the Pet License Certificates. It shall also mean the Documentation.
"Services" means the services described in paragraph 5.
Other terms may be defined elsewhere in this Agreement.
USE OF WEBSITE. Our Website is provided to you without charge as a convenience and for your information only, but is subject to change. By merely providing access to our Website content, we do not warrant or represent that:
the content is accurate or complete;
the content is up-to-date or current;
we have a duty to update any content;
the content is free from technical inaccuracies or typographical errors;
the content is free from changes caused by third party; and
access to our Website will be free from interruptions, errors, computer viruses or other harmful components;
We do not assume any liability for these matters. Your use of our Web site is at your own risk. Under no circumstances, including, but not limited to, negligence, shall we be liable for any direct or indirect, special, incidental or consequential damages. This includes loss of data or profit arising out of the use or the inability to use the content of this Web site, even if one of our representatives has been advised of the possibility of your damages. If your use of our Web site results in your need to service, repair or correct equipment or data, you assume the costs to the extent the law allows. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
COPYRIGHT AND ALL OTHER RIGHTS RESERVED BY GVL. GVL's System contains patented and copyrighted material, trade secrets, and other confidential or proprietary information and materials of GVL or its licensors and suppliers. GVL's System is protected by United States patent and copyright laws and international treaty provisions and other federal, state and other laws protecting the trade secrets or confidential or proprietary information and materials of GVL and its licensors and suppliers, and You agree to comply fully with all of those laws. GVL and its licensors and suppliers reserve all patent, copyright, trade secret, trademark, service mark, and all other confidential, proprietary, intellectual and other rights in and to GVL's System and all rights and interests in and to GVL's System will at all times remain GVL's or its licensor's or suppliers' sole and exclusive property. You may not obscure, remove or otherwise alter any notices of GVL's or any of its licensors' or suppliers' ownership or other rights, including patent or copyright notices, from any part of GVL's System or any output derived from GVL's System.
USE OF PRODUCT AND RESTRICTIONS ON USE. You may access and utilize GVL's System only for Your internal use in the United States and only for the tracking/permitting purposes and laboratory purposes normally and ordinarily associated with the use of GVL's System.
You may not outsource or otherwise make the Website or any of the Product available to anyone other than those expressly authorized by this Agreement, including by or through any public computer-based information systems, bulletin boards, on-line services, remote dial-in, file server, network, or telecommunication links of any kind for any purpose other than those veterinary practice and laboratory purposes normally and ordinarily associated with the use of the particular certificate, report, or laboratory reports, or for the backup, archival, disaster recovery, and disaster recovery testing purposes. Any backup copy must contain all notices that are included on or within the Product and shall be held by You upon the terms of this Agreement. You may not alter, modify, or adapt the Product, or create any derivative works from the Product. This Agreement gives You no rights to source code, and You may not disassemble, decompile, reverse engineer, reverse compile, reverse assemble, or otherwise translate or convert any of the Product.
Your agreement to use this Product does not give You the right to, and You may not, reproduce, sell, lease, rent, sublicense, or otherwise transfer or dispose of any portion of the Product except for the Veterinary Practice and Laboratory purposes normally and ordinarily associated with the use of the particular certificate or report, and this Agreement is not transferable or assignable by You, whether voluntarily or involuntarily. You represent and warrant that the Product is only for Your own internal use.
You shall at all times remain solely responsible for the security and integrity of Your computer systems. Furthermore, You are solely responsible for limiting and controlling access to GVL's System to and by Your agents and for the development and maintenance of such systems and procedures needed to satisfy Your obligation to limit such access. You hereby agree to keep Your Passwords secret and to notify GVL immediately if any of Your Passwords are lost or stolen or if You believe an unauthorized person has discovered any of Your Passwords.
SERVICES. GVL shall provide You with the use of the Website for the purpose of accessing the Product during the term of this Agreement by providing You with passwords. Online training manual and online support is provided free with registration. Phone support is not offered.
TERM AND TERMINATION. This Agreement to use the Services are effective until terminated. You may terminate this Agreement at any time by giving written notice of termination to GVL. GVL may terminate this Agreement for any reason at any time, including, without limitation, if GVL finds You have breached any term of this Agreement, by providing written notice to You. The termination of this Agreement will not relieve You of liability for any breach or default of this Agreement. All provisions of this Agreement relating to confidentiality, ownership of intellectual property, proprietary rights, or limitations of liability shall survive the termination of this Agreement. Upon termination, GVL shall deactivate Your Passwords.
NO WARRANTY ON PRODUCT. GVL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY VARIETY ON GVL'S SYSTEM, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE WEBSITE, AND GVL'S SYSTEM IS PROVIDED ENTIRELY "AS IS." WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GVL DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. GVL'S SYSTEM IS NOT WARRANTED TO BE FREE FROM VIRUSES, ERROR OR INTERRUPTION, NOR DOES IT CONSTITUTE LEGAL ADVICE.
IMITATIONS OF LIABILITY and REMEDIES. GVL AND YOU HEREBY AGREE THAT YOU SHALL HAVE NO OTHER REMEDY FROM GVL, ITS LICENSORS, OR ITS SUPPLIERS FOR ANY REASON WHATSOEVER. UNDER NO CIRCUMSTANCES OR THEORIES, INCLUDING NEGLIGENCE OR BREACH OF CONTRACT, WILL GVL OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, BUSINESS OR GOODWILL, OR FOR ANY EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES WHATSOEVER, THAT ARE IN ANY WAY RELATED TO, OR ARISE OUT OF, THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, TO OR OUT OF ANY PERFORMANCE OR NONPERFORMANCE BY GVL, YOUR LOSS OF DATA, OR YOUR USE OF OR YOUR INABILITY TO USE OR ACCESS GVL'S SYSTEM OR ANY OF YOUR OTHER SYSTEMS OR SOFTWARE FOR ANY REASON AND FOR ANY PURPOSE WHATSOEVER, EVEN IF GVL KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF ANY OF THOSE DAMAGES. FURTHER, IF ANY REMEDY UNDER THIS AGREEMENT IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE OR OTHERWISE, YOU AGREE THAT ALL OF THE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH IN THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT.
(a) The headings in this Agreement are for convenience of reference only and shall not be used to interpret or construe any of the terms of this Agreement. Words and phrases in this Agreement will be construed as in the singular or plural number, and as masculine, feminine or neuter gender, according to the context.
(b) If any term of this Agreement is held to be invalid, illegal or unenforceable, in whole or in part, the remaining terms of this Agreement will not be affected thereby and will continue to be valid, legal and enforceable, and if any term of this Agreement is held to be invalid, illegal or unenforceable as written, but by limiting such term it would become valid, legal and enforceable, then such term shall be deemed to be written, construed and enforced as so limited. Without limiting the foregoing, each term of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is subject to this subparagraph (d).
(c) This Agreement is the entire agreement between You and GVL pertaining to the subject matters of this Agreement, and it supersedes all written or oral preliminary agreements and all prior or contemporaneous discussions and understandings between You and GVL in connection with the subject matter of this Agreement, including, without limitation, any sales literature, brochures or other written or oral descriptive or advertising material. No dealer, distributor, reseller or other licensing agent of GVL has authority to make any modifications or additions to this Agreement. GVL objects to any additional or different terms that may be set forth in any documentation provided by You. This Agreement may be waived or amended only by a separate writing signed, in standard or electronic form, by both You and GVL.
(d) GVL may assign this Agreement, without notice to You. You may not assign this Agreement. This Agreement shall inure to the benefit of, and shall be enforceable by, GVL's successors and assigns.