Effective Date: January 25, 2023
Animal Care Innovations, Ltd. d/b/a Tandem and its affiliates (“Tandem,” “we,” “us,” or “our”) makes its software and/or software-as-a-service, related mobile application (the “App”), its website and web-based services (the “Site”), and all versions, updates, corrections, enhancements, and modifications thereof (collectively, the “Services”) available to you (“User” or “you” or “your”) for your use subject to the terms and conditions in this Tandem Terms of Service (the “Terms” or “Agreement”).
PLEASE READ THIS AGREEMENT CAREFULLY. YOUR USE OF THE SERVICES IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 11.2 OF THIS AGREEMENT, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. PLEASE CAREFULLY REVIEW SECTION 11.2 FOR MORE INFORMATION. BY CREATING, REGISTERING, USING OR ACCESSING AN ACCOUNT OR THE SERVICES, POSTING OR DOWNLOADING CONTENT OR ANY OTHER INFORMATION TO OR FROM THE SERVICES, OR MANIFESTING YOUR ASSENT TO THESE TERMS IN ANY OTHER MANNER, YOU HEREBY UNEQUIVOCALLY AND EXPRESSLY AGREE TO BE BOUND BY, AND SHALL BE SUBJECT TO, THESE TERMS OF SERVICE. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THESE TERMS, YOU MAY NOT USE OR OTHERWISE ACCESS THE SERVICES, CREATE, REGISTER OR ACCESS AN ACCOUNT OR POST OR DOWNLOAD CONTENT OR ANY OTHER INFORMATION TO OR FROM THE SERVICES.
1. SERVICES
1.1.
The App.
1.1.1.
Overview. Tandem's App allows pet parents to connect with licensed veterinarians and certified veterinarian technicians (collectively, “Veterinary Care Professionals”) to obtain veterinary care and advice for its users’ pets. Specifically, the App allows pet parent to receive veterinary care via telehealth appointments as well as communicate via chat functionality direct with their veterinarian and other animal care providers. Additionally, pet parents can access generalized information regarding animal health care.
1.1.2.
Limited License. Tandem hereby grants to you a non-exclusive, non-transferable, revocable limited license to download, install and/or use an object code copy of the App for one registered account on one mobile device owned or leased solely by you solely for your personal use. All rights not expressly granted in these Terms are reserved by Tandem and/or our third party licensors.
1.1.3.
Ownership. The foregoing license grant in Section 1.1.2 is not a sale of the App or any copy thereof. Any and all rights in the App, including all copyrights and related intellectual property rights, are and shall remain the exclusive property of Tandem and/or our third party licensors. Nothing in these Terms intends to transfer any such rights to, or to vest any such rights in, you. You agree that you will not take any action to jeopardize, limit or interfere with Tandem's and/or our third party licensor’s rights.
1.1.4.
App Restrictions. No license is granted to you by these Terms in the source code of the App, and no rights are granted to you by these Terms in any patents, copyrights, trade secrets, trademarks or any other rights in respect of the App. Further, no license is granted to you by these Terms to (i) decompile, reverse engineer, disassemble or modify the App; (ii) remove, efface or obscure any copyright or other proprietary notices from the App; or (iii) exploit, copy, reproduce, sublicense, transfer or assign the App.
1.2.
The Site. Tandem’s Site provides general information regarding Tandem’s services and general veterinary advice. Subject to all of the terms and conditions of this Agreement, Tandem hereby authorizes User, on a non-exclusive, non-transferable, revocable, and limited basis, the right to access and use the Site for your personal use. Tandem reserves all rights not explicitly granted herein to the Site.
1.3.
Account. You may be required to create an account to use or access certain parts of the Services, such as the App (an “Account”). You may have the opportunity to provide information to Tandem as part of the account creation process, such as name, email address and password. You shall provide Tandem with accurate and complete registration information. You are solely responsible for maintaining the confidentiality of your Account, including but not limited to passwords. Any failure to comply with this provision may result in immediate termination of your Account. Tandem reserves the right to refuse registration of or cancel your Account in its sole discretion. You are responsible for all activities that occur under your Account.
1.4.
Modification. We may discontinue or alter any aspect of the Services, restrict the time the Services are available, or restrict the amount of use permitted at our sole discretion and without prior notice or liability to you. We may also install bug fixes, updates, patches, and other upgrades to the Services without prior notice or liability to you. Your only remedy is to discontinue using the Services if you do not want a modification we make to the Services.
1.5.
Communications. By providing your contact information to Tandem, you consent to receiving email communications regarding the Service, including but not limited to: (i) notices about your use of the Services; (ii) notices about updates to the Services; and (iii) promotional information and materials regarding our products and services, via the contact information associated with your Account or otherwise provided by you. You may opt out of receiving promotional emails from us by following the opt-out instructions provided in the message.
1.6.
Restrictions. You will not, and will not permit any third parties, to: (i) sublicense, lease, rent, loan or otherwise transfer to any third party any of your rights hereunder to access or use the Services or make the Services available to or for the benefit of any third party as part of any time-sharing, cloud services, or service bureau arrangement; (ii) use the Services to develop, or assist a third party, in developing a competing or similar service or product; (iii) permit access to the Services by two or more individual users using the same access information (e.g., username and password); (iv) allow the introduction of any harmful or malicious code into the Services that causes or is designed to disrupt, disable, harm or otherwise impair in any manner the Services, the operation thereof, or to allow User or any other third party to access, damage, or corrupt any data, storage media, programs, equipment or communications of or on the Services; (v) remove or modify any program markings or identification, proprietary, copyright or other notice of Tandem’s or its licensors’ proprietary rights contained in the Services; (vi) modify, adapt, alter, translate or create derivative works from the Services or reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Services; (vii) perform any act that would constitute an infringement of intellectual property or other proprietary rights of Tandem or any third party; (viii) violate applicable laws, ordinances or regulations or otherwise use the Services for any unlawful purposes; (ix) use the Services in any manner except as expressly authorized herein; or (x) upload any harassing, offensive, obscene, defamatory, threatening, malicious, or spam content or communications. In addition to any other rights afforded to us under this Agreement, we reserve the right, but have no obligation, to take remedial action if any material violates the foregoing restrictions including the removal or disablement of access to such material. We shall have no liability to you in the event that we take such action.
2. INTELLECTUAL PROPERTY.
2.1.
Content.
2.1.1.
Your Content. You may submit to the Services or otherwise provide to us your own data, information, files, images, videos, recordings, communications, content, messages and other information (collectively, “Your Content”). You are solely responsible for Your Content, and we make no effort to review Your Content for any purpose, including but not limited to your ownership of it or its accuracy, legality or non-infringement. We cannot always foresee or anticipate technical service interruptions or other difficulties in uploading Your Content to the Services or loss of Your Content during upload or once on the Services. You should always keep backup copies of Your Content. In our provisions of the Services and as directed by you, we will, and you hereby allow us to, share Your Content with other users of the Services. By using the Services, you grant to Tandem a worldwide, royalty-free, perpetual, transferable, sub-licensable, and assignable license to use Your Content and any other information you provide in any way, including but not limited to hosting, storing, using, displaying, reproducing, publishing, editing, copying, modifying, adapting, translating, reformatting, creating derivative works from, incorporating into other works, advertising, and distributing whether in whole or in part and in any format or medium currently known or developed in the future.
2.1.2.
Prohibited Content. Tandem prohibits posting or sharing content that: (i) is obscene, pornographic, violent or otherwise may offend human dignity, or contains nudity; (ii) contains language or imagery which could reasonably be deemed offensive (including, but not limited to, any sort of language or imagery that could be deemed discriminatory against any race, religion, gender identity, sex, sexual orientation, color, ethnicity, national origin, or ability status); (iii) abusive, insulting, or threatening, discriminatory, or promoting of or encouraging racism, sexism, hatred or bigotry; (iv) encourages any illegal activity including but not limited to, terrorism, inciting racial hatred, or the submission of which in itself constitutes committing a criminal offense; (v) is defamatory, untrue or libelous; (vi) relates to commercial activity, including but not limited to, sales, competitions, and advertising; (vii) involves the transmission or any sort of “spam” or “junk” mail; (viii) infringes upon any rights of a third party, including but not limited to privacy and intellectual property rights; (ix) uses the name, image, or likeness of another person, or impersonates another person, without that person’s consent (or in the case of a minor, without the consent of that minor’s parent or legal guardian) or is an image or likeness of a minor unaccompanied by the minor’s parent or legal guardian; or (x) is otherwise inconsistent with the intended use of Tandem. We reserve the right to terminate the account of any user who posts such content.
2.2.
Destruction of Content. We will not keep Your Content or any other information related to your Account within the Services if you close your Account with us, if you remove Your Content from your Account, or if you cease use of our Services.
2.3.
Retention of Data. When you use our Services, this generates technical and other data about your use of the Services, such as which features you’ve used, how you’ve used them and the devices you use to access our services (“Data”). All right, title and interest in and to the Data shall be owned exclusively by Tandem. We may use Data for legitimate business purposes, including but not limited to benchmarking, performance improvement, marketing and advertising, and any other lawful purposes. We may retain and use Data pursuant to our Privacy Policy, available at https://tandem.vet/privacy.
2.4.
Tandem Materials. The Services, Feedback (defined below) our systems, our databases, and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any technical or functional descriptions, requirements, plans, specifications, or reports, that are provided or used by Tandem in connection with the Services or otherwise comprise or relate to the Services, the designs of each of the foregoing, and any and all intellectual property rights in the foregoing (collectively, the “Tandem Materials”) shall at all times remain the exclusive property of Tandem and its third-party licensors. Tandem or its licensors exclusively own all right, title and interest in and to the Tandem Materials, including but not limited to, all ideas, inventions, inferences, discoveries, source and object software code, developments, derivative works, enhancements, upgrades, fixes and patches, formats and processes, and all images, trademarks, service marks, logos and icons displayed or related therein or thereto. Except as expressly provided herein, you have no right, license, or authorization with respect to any of the Tandem Materials. You shall not remove, alter or obscure any trademarks or logos or any proprietary notices contained in the Services or any other material provided by Tandem. You shall not assert any claims to the contrary or otherwise do anything inconsistent with the allocation of ownership herein, including, but not limited to, challenging the validity of the authorizations or any intellectual property rights granted herein. In the event you are ever deemed to be the owner of any of the Tandem Materials, you shall immediately take all necessary steps to evidence, transfer, perfect, vest, or confirm Tandem’s right, title and interest in the Tandem Materials. The sole exception of the foregoing reservation of rights is the authorization explicitly granted herein, and which shall automatically terminate upon expiration or termination of this Agreement or your Account.
2.5.
Feedback. We welcome your comments, feedback, information, or materials regarding the Services (collectively, “Feedback”). Your Feedback will become our property upon your submission to us. By submitting your Feedback to us, you agree to assign, and hereby irrevocably assign to us, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis. We may use, copy, distribute, publish and modify your Feedback on an unrestricted basis, without compensation to you.
3. USER REPRESENTATIONS.
By accessing our Services or creating an Account, you represent and warrant that: (i) you (a) are at least the age of 18, and (b) have the power and authority to enter into and perform your obligations under this Agreement; (ii) Your Content and information provided by you is truthful, accurate, and complete; (iii) you will comply with the terms and conditions of this Agreement and all applicable laws, rules and regulations; (iv) your access to and use of our Services or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (v) you will immediately notify us in the event that you learn or suspect any unauthorized use of the Services, including if your Account has been accessed by a person other than you; (vi) you will not use our Services in order to gain competitive intelligence about us, our Services, or any product or service offered via our Services or to otherwise compete with us; and (vii) Your Content and Feedback do not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and constitutes an original work of authorship by you, or you otherwise have all rights and permissions required to submit Your Content and Feedback to us.
4. PAYMENT TERMS.
4.1.
Subscription; Individual Service Fees. While a subscription may be required to access all or part of the Services, you may also purchase individual services for the fee set forth for such by Tandem. You may purchase a monthly or annual subscription (“Subscription”). A description of features available with each Subscription is available via the Services. We you purchase a Subscription or an individual service (each, a “Transaction”), we may ask you to supply additional information relevant to your Transaction, such as your credit card number, the expiration date or your credit card and your address(es) for billing and delivery (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. The amounts due and payable by you for a Transaction through the Services will be presented to you before you place your order. If you choose to initiate a Transaction via the Services, you authorize us to provide you Payment Information to third party service provides so that we can complete your Transaction as requested and agree (i) to pay the applicable fees and taxes; (ii) that Tandem may charge your credit card or third party payment processing account, including but not limited to your account with the app store or distribution platform (“App Provider”), for verification, pre-authorization and payment purposes; and (iii) to bear any additional charges that your App Provider, bank or other financial service provider may levy on you as a well as any taxes or fees that may apply to your order. You will receive a confirmation email after we confirm the payment for your order. An order is not binding on Tandem until accepted and confirmed by Tandem. All payments are non-refundable and non-transferable expressly as provided in these Terms.
4.1.1.
Managing Subscriptions. All amounts are payable and charged: (i) for a one-off purchase for services provided by Veterinary Care Professionals at the time the services are provided; and (ii) and for monthly or yearly Subscriptions, at the beginning of the Subscription and, because each Subscription renews automatically for an additional period equal in length to the expiring Subscription term until you cancel it, at the time of each renewal until you cancel, using the Payment Information you have provided. You must cancel your Subscription before it renews to avoid the billing of the fees for the next Subscription period. You may cancel your Subscription by following the instructions in App. You will not see a refund for the fees you already paid for your current Subscription period and you will continue to receive access to the services associated with your selected Subscription until the end of the current Subscription Period.
4.1.2.
Changes to Price Terms for Subscriptions. Tandem reserves the right to change the fees associated for Subscriptions and one-off services at any time. We will notify you in advance of any such changes becoming effective. Changes to the pricing terms will not apply retroactively and will only apply for Subscription renewals after such changed pricing terms have been communicated to you. If you do not agree with the changes to the pricing terms, then you may choose not to renew your Subscription in accordance with Section 4.1.1 (“Managing Subscriptions”) above.
4.2.
Payment Disputes. If you have concerns or objections regarding charge, you agree to raise them with us first and you agree to not cancel or reject any credit card or third party payment processing charges unless you have made a reasonable attempt at resolving the matter directly with Tandem.
4.3.
Your Order. Tandem reserves the right to not process or to cancel your order in certain circumstances, for example, if your credit card is declined, if we suspect the request or order is fraudulent, or in other circumstances Tandem deems appropriate in its sole discretion. We also reserve the right, in its sole discretion, to take steps to verify your identify in connection with your order. You may need to provide additional information to verify your identify before completing your Transaction. Tandem will either not charge you or refund the charges for orders we do not process or cancel.
4.4.
Future Functionality. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Tandem regarding future functionality or features.
5. TERM; TERMINATION.
5.1.
Term. This Agreement is effective as of the date of your acceptance of this Agreement in connection with your access to the Services and continues in effect until the earlier of (i) the date of termination by either party pursuant to this Section 5; or (ii) the date which Tandem ceases offering the Services.
5.2.
Termination. You may terminate these Terms at any time by discontinuing use of the Services and/or deleting your Account. Tandem may suspend or terminate your use of and access to the Services immediately without notice or liability to you, if we, in our sole discretion, determine that you have failed to comply with any provision of this Agreement. Upon termination, you must cease use of the Services immediately.
5.3.
Survival. The following sections shall survive the termination or expiration of this Agreement: 1.1.4 (App Restrictions), 1.6 (Restrictions), 2 (Intellectual Property), 3 (Payment Terms), 4 (Payment Terms), 5 (Term; Termination), 6 (Warranty Disclaimer), 7 (Limitations Regarding Information, Articles and Advice), 9 (Indemnification), 10 (Limitation of Liability), 11 (Dispute Resolution and Governing Law, Jurisdiction and Costs) and 14 (General Provisions).
6. WARRANTY DISCLAIMER.
6.1.
EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT.
6.2.
WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE AVAILABLE 24/7, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES WILL BE CORRECTED, THAT THE SERVICES AND ANY CONTENT OR INFORMATION FOUND ON THE SERVICES WILL BE VIRUS-FREE, OR THAT THE QUALITY OF ANY INFORMATION, CONTENT, OR OTHER MATERIALS OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. ANY CONTENT OR OTHER MATERIALS OBTAINED THROUGH THE DOWNLOAD OR USE OF THE SERVICES IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
7. LIMITATIONS REGARDING INFORMATION, ARTICLES AND ADVICE.
7.1.
All information made available through the Services, including the App and Site, (collectively “Information”) is for general information and educational purposes only. While certain Information provided through the Services may be provided by Veterinary Care Professionals, unless such Information is specifically communicated to your by your Veterinary Care Professional for your pet’s specific situation, any advice or Information provided through the Services should not be considered veterinary medical advice, is not intended to diagnose, treat or cure your pet and is not a substitute for professional veterinary care advice, diagnosis or treatment from a treating veterinarian. We do not represent or warrant that any general health, behavior, wellness or other suggestions or recommendations made, referred to, described or provided through the Services will be safe, appropriate or effective for your pet. For any medical or health related advice concerning the care and treatment of your pet, contact your regular veterinarian or local veterinary hospital.
7.2.
IF YOU BELIEVE YOUR PET IS EXPERIENCING A MEDICAL EMERGENCY, SEEK APPROPRIATE EMERGENCY VETERINARY MEDICAL CARE IMMEDIATELY. NEVER DISREGARD YOUR VETERINARY CARE PROFESSIONAL’S ADVICE OR DELAY SEEKING SUCH ADVICE BECAUSE OF ANY GENERAL INFORMATION COMMUNICATED THROUGH OR OTHERWISE RELATED TO THE SERVICES.
8. PET HEALTH RECORDS AND OTHER INFORMATION PROVIDED BY TANDEM.
You may be able to access your pet’s health records or other information via the App. By accessing such records via the App, you consent to receiving certain electronic pet health care records, including but not limited to vaccination records, which may be provided via the Internet, or through other means. The pet health records or other information contained on the App has been collected and/or prepared by Tandem as a service to its users. While we use reasonable efforts to verify that the information contained in such records is correct, we do not warrant or guaranty its accuracy or timeliness. If you choose to order pet medications or other prescription products via the App, you are waiving the confidentiality of those order records, to the extent applicable, with respect of third parties necessary to fill those prescriptions.
9. INDEMNIFICATION.
You agree to indemnify, defend and hold harmless the Tandem Parties (defined below) from and against any and all claims, liabilities, damages, losses, demands, or expenses, including attorney’s fees and costs and expenses, arising out of or in any way connected with: (i) you use or misuse of the Services; (ii) your violation of this Agreement, including actual or threatened violation of Section 1.1.4 or Section 1.6; (iii) Your Content; (iv) your violation of applicable law, rules or regulations, or the rights of Tandem or any third party; and (v) your negligence or willful misconduct.
10. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL TANDEM, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “TANDEM PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS), ARISING OUT OF, BASED ON OR RESULTING FROM THIS AGREEMENT YOUR ACCESS TO, USE OF, MISUSE OF OR INABILITY TO USE THE SERVICES, EVEN IF TANDEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING DAMAGES INCURRED BY THIRD PARTIES). TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL THE TANDEM PARTIES’ TOTAL LIABILITY TO YOU OR THIRD PARTIES IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR ANY OTHER RELATED SERVICES WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THIS LIMIT.
11. DISPUTE RESOLUTION AND GOVERNING LAW, JURISDICTION AND COSTS.
11.1.
Governing Law; Venue. This Agreement will be governed by the laws of the Commonwealth of Massachusetts, without regard to any conflict of laws or provisions. Each party irrevocably and unconditionally: (i) consents to submit to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts for any proceeding arising in connection with this Agreement and each such party agrees not to commence any such proceeding except in such courts; and (ii) waives any objection to the laying of venue of any such proceeding.
11.2.
Binding Arbitration. Any claim, dispute, or controversy arising out of or relating to the Services, these Terms, or the breach, termination, enforcement, interpretation or validity of this Agreement, will be resolved exclusively by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be held in Suffolk County, Massachusetts. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement you and Tandem may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
11.3.
Waiver of Rights. You acknowledge that you understand the consequences of agreeing to binding arbitration under this Section, including giving up any constitutional rights to have disputes determined by a court of law or by a jury and any right that you may have under to have a trial de novo by a court after nonbinding arbitration of a dispute concerning fees or costs; that discovery of information in arbitration may be limited; and that the arbitration decision will be final and binding, except to the limited extent that judicial review might be available. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
12. APPLE APP STORE.
This Section 12 applies if you accessed or downloaded the App from the Apple, Inc. (“Apple”) App Store:
12.1.
You acknowledge and agree that this Agreement is between you and Tandem and not with Apple or any other provider of the Apple App Store. Tandem is solely responsible for the App and the content thereof.
12.2.
The license set forth in Section 1.1.2 is limited to use on any Apple-branded Products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.
12.3.
The Apple App Store provider has no obligation to provide any maintenance and support service with respect to the App. Tandem is solely responsible for any warranties, whether express or implied by law, to the extent not effectively disclaimed. The Apple App Store provider will have no warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Tandem.
12.4.
Tandem, not Apple, is responsible for addressing any claims you or any third party may have relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; and/or (iv) intellectual property infringement claims.
12.5.
You represent and warrant that you are not (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) listed on any U.S. Government list of prohibited or restricted parties.
12.6.
You must comply with applicable third party terms of agreement when using the App.
12.7.
Apple and its subsidiaries are third party beneficiaries of this Agreement, and, upon your acceptance of these this Agreement, Apple from will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
13. ANDROID DEVICES.
The following Section 13 apply with respect to any mobile application that we provide to you designed for use on an Android-powered mobile device (an “Android App”):
13.1.
You acknowledge that these Terms apply to you and us only, and not Google, Inc. (“Google”);
13.2.
You agree that your use of our Android App will comply with Google’s then-current Android Market Terms of Service;
13.3.
You acknowledge that Google is only a provider of the Android Market where you obtained the Android App, and that we, and not Google, are solely responsible for our Android App and the services and content available thereon and Google has no obligation or liability to you with respect to our Android App or these Terms; and
13.4.
You acknowledge and agree that Google is a third-party beneficiary to these Terms as they relate to our Android App.
14. DMCA NOTICE.
Tandem values and respects the intellectual property rights of others and requires that Users of our Service do the same. Those using our Service cannot infringe upon or violate the intellectual property rights of another person or entity. In accordance with the Digital Millennium Copyright Act (see 17 U.S.C. §512(c)(3) for additional details), we will respond to and address any allegations of copyright infringement occurring as part of our Service. If you feel your intellectual property rights have been infringed upon, please contact Tandem at support@tandem.vet with the following information: (i) a physical or electronic signature of the person permitted to act on behalf of the copyright owner; (ii) the specific copyrighted information or a description of the copyrighted information; (iii) a specific description of where the alleged copyright infringement has occurred as part of our Service; (iv) contact information such as name, address, email address, phone number, or other means by which Tandem can contact you; (v) a statement articulating you have a good faith belief that the use of materials on our Service is not authorized by the owner of the copyrighted material, its agent, or the law; and (vi) a statement by you that the information you present is, under perjury of law, accurate and that you are permitted to act on behalf of the individual alleging the copyright infringement.
15. GENERAL PROVISIONS.
15.1.
Relationship of Parties. The parties are independent contractors, and this Agreement does not and will not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties. Neither party has the power to bind the other or incur obligations on the other’s behalf.
15.2.
Links to Third Party Sites. Some parts of the Services may, from time to time, be supported by sponsored links from advertisers and display offers that may be custom matched to you based on information stored in the Services, queries made through the Services or other information. In connection with offers, the Services may provide links to other websites belonging to advertisers. We do not endorse, warrant or guarantee the products or services available through any third party offer (or any other third-party products or services advertised on or linked from our Services), whether or not sponsored, and we are not an agent or broker or otherwise responsible for the activities or policies of those websites. If you elect to use or purchase services or products from any third party or elect to provide, or grant access to, your information to any third party, you and your information are subject to their terms and conditions and privacy policy. We are not responsible for the products and services offered by any third party.
15.3.
Privacy. We collect, store, and use data collected from you in accordance with our Privacy Policy located at https://tandem.vet/privacy. The terms and conditions of our Privacy Policy are hereby expressly incorporated into these Terms.
15.4.
Assignment. You shall not assign this Agreement, or any of the rights or obligations hereunder without Tandem’s prior written consent. Assignments made in violation of this Section 15.4 will be null and void and of no force or effect. This Agreement binds and inures to the benefit of User and Tandem and the respective permitted successors and permitted assigns.
15.5.
Equitable Relief. You agree that breach of the provisions of this Agreement would cause irreparable harm and significant injury to us which would be both difficult to ascertain and which would not be compensable by damages alone. As such, you agree that we have the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies we may have for your breach of this Agreement.
15.6.
Entire Agreement; Modifications; Severability. This Agreement sets forth the entire and exclusive understanding and license between User and Tandem and supersedes and cancels all previous written and oral agreements, communications, and other understandings related to the subject matter of this Agreement. We may revise and update this Agreement from time to time and will post the updated Agreement to the Site and App. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THIS AGREEMENT, ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Although we are not obligated to provide you with notice of any changes, any changes to this Agreement will not apply retroactively to events that occurred prior to such changes. Your continued use of the Services will constitute your agreement to any new provisions within the revised Agreement. If any provision in this Agreement is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain unaffected.
15.7.
Waiver. No waiver by Tandem of any right or provision under this Agreement shall constitute a subsequent or continuing waiver of such right or provision or any other rights or provisions under this Agreement. Failure to act or delay in acting by Tandem shall not constitute a waiver of any right or remedy.
15.8.
Notices. All notices under this Agreement will be through email to the address associated with your Account or otherwise provided by you. All agreements, notices, disclosures, and other communications sent to User electronically will satisfy any requirement that such communication be in writing.
15.9.
Force Majeure. Tandem shall not be liable to you for any delay or failure in the performance of its obligations hereunder if and to the extent the delay or failure is due to events beyond the reasonable control of the Parties, including, but not limited, to acts of God, strikes, pandemics or epidemics, blockades, governmental orders, terrorism, riots, natural disasters, internet and power outages or distortions.
15.10.
Contact Us. If you have any questions about these Terms or our Services, please contact us at support@tandem.vet.