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rVetLink Terms of Service

(outside North America)

(Revision May 18, 2023)


Except as specifically modified by these Terms of Service, and as provided below with respect to North America, IDEXX’s standard terms and conditions of sale (“Terms of Sale”) as in effect from time to time apply to the use and delivery of the Services (as defined below). You may find the Terms of Sale applicable to your region here. When using or registering with this Service, Customer (or “you”) agrees to be bound by these Terms of Service, by and between you and the IDEXX entity that invoices you (“IDEXX”). The words “we”, “us”, and “our” refer to IDEXX and IDEXX’s affiliated entities. These Terms of Service may be updated by IDEXX from time to time without notice to you. You may review the most current version of the Terms of Service at any time as posted on the IDEXX General Terms and Conditions page here. These Terms of Service, and an Order (defined below) constitute the “Agreement” hereunder.

If you are located within North America, your use of rVetLink is subject to the One IDEXX Master Terms here and the rVetLink Offering Specific Terms incorporated therein.


1. The Service and Fees

1.1 Description of the Services. Beginning on the date of a signed order form of subscription (an “Order”), IDEXX will provide to Customer access to the rVetLink services, IDEXX will develop the services described in the attached Exhibit A (the “Services”) for Customer in accordance with these Terms of Service and the Order. Additional services are available for development (cost to be agreed upon in writing prior to commencement of such services).

1.2 Subscription. IDEXX will provide Services through subscription(s). The Customer agrees to pay the monthly subscription fee as outlined in the Order. The subscription start date is listed on the Order.

1.3 Onboarding and Setup Fee. IDEXX will provide the Customer with various resources to setup and prepare to “Go Live” and begin using the Services (the “Onboarding”). A Setup Fee will be invoiced for this Onboarding service in accordance with the Order.
 

2. Subscription Term; Nonrenewal and Termination

2.1 Subscription Term. The initial subscription term is 12 months; thereafter, the subscription term is monthly. To prevent renewal of you subscription after the initial subscription term or any monthly renewal thereafter, you must notify us at least a full calendar month before such renewal.

2.2 Termination for Cause. The Agreement may be terminated before the expiration of the then current subscription period on written notice: (i) by IDEXX, if Customer fails to pay any reasonably undisputed amount when due hereunder or in the Order and such failure continues for 10 days after Customer’s receipt of written notice of nonpayment; or (ii) by either party, if the other party breaches any provision of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching party within 30 days after the breaching party's receipt of written notice of such breach; or (iii) immediately by either party, if the other party (A) becomes insolvent, (B) is generally unable to pay, or fails to pay, its debts as they become due, (C) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (D) makes or seeks to make a general assignment for the benefit of its creditors, or (E) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business.

2.3 Termination, Suspension or Amendment as a Result of Government Regulation. Notwithstanding anything to the contrary in this Agreement, either party shall have the right, on written notice to other party, immediately to terminate, suspend, or amend this Agreement, without liability: (a) to comply with any order issued or proposed to be issued by any governmental agency; (b) to comply with any provision of law; or (c) if performance of any term of this Agreement by either party would cause it to be in violation of law.

2.4 Effects of Termination. Upon any termination of this Agreement, all payments due from Customer shall be paid, and IDEXX shall disable and remove any computer software and hardware related to the services. Certain obligations of the parties, including confidentiality, ownership of work product and proprietary information, warranties, indemnification, insurance and dispute resolution shall survive the termination of this Agreement.


3. Work Product Ownership

Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”), exclusive of Customer Data (as defined in Section 6 hereunder), developed in whole or in part by IDEXX in connection with the services will be the exclusive property of IDEXX. Upon request, Customer will execute all documents necessary to confirm or perfect the exclusive ownership of IDEXX to the Work Product.


4. Confidentiality

“Confidential Information” means any proprietary or confidential information which may be disclosed under this Agreement, including without limitation the terms any Order. No Confidential Information disclosed by either party to the other in connection with this Agreement shall be disclosed to any person or entity other than the receiving party's employees and contractors directly involved with the receiving party's use of such information who are bound by written agreements to protect the confidentiality of such information. A receiving party may use Confidential Information only for the purposes contemplated by this Agreement, and the receiving party must otherwise protect such information from disclosure to others with the same degree of care it accords to its own confidential information, but not less than a reasonable degree of care. Information is not subject to this provision if it (i) is or becomes a matter of public knowledge without the fault of the receiving party, (ii) was known to the receiving party before the disclosure to it by the other party, as evidenced by written records of the receiving party, or (iii) was received by the receiving party from a third person under circumstances permitting its unrestricted disclosure by the receiving party. If information is required by law or court order to be disclosed, each party shall give the other prior written notice of such required disclosure and reasonable opportunity to contest disclosure. Upon termination of this Agreement, each party must promptly deliver to the other all tangible manifestations of Confidential Information of the other party in the possession or control of such party, and all copies thereof, provided that each party is permitted (i) at its option to destroy its any internal notes or other documents prepared by it and certify to the other party in writing that it has done so and (ii) to retain one copy of such information with its legal counsel solely for the purpose of documenting its compliance with its obligations under this Agreement.


5. Data Ownership

Customer Data which shall also be known and treated by Customer as Confidential Information) shall include: (a) Customer’s data collected, used, processed, stored, or generated as the result of the use of the services; and, (b) personally identifiable information collected, used, processed, stored, or generated as the result of the use of the services, including, without limitation, any information that identifies an individual patient’s or patient owners, such as an individual’s address, telephone number, biometric data, mother’s maiden name, email address, or an individual’s name in combination with any other of the elements listed herein. Customer Data is and shall remain the sole and exclusive property of Customer and all right, title, and interest in the same is reserved by Customer. This Section shall survive the termination of this Agreement.


6. Data Usage and Protection

Customer grants to IDEXX a limited license to Customer Data to provide the services, which includes (but is not limited to) a license to collect, process, store, generate, and display Customer Data only to the extent necessary in the providing of the services. IDEXX shall: (a) keep and maintain Customer Data in confidence, using such degree of care as is appropriate and consistent with its obligation in this Agreement; (b) use and disclose Customer Data solely and exclusively for the purpose of providing the services, such use and disclosure being in accordance with this and, (b) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Customer Data for IDEXX’s own purposes or for the benefit of anyone other than Customer without Customer’s prior written consent. Where the Customer Data includes personal data as defined in the applicable laws, IDEXX considers proper processing of personal data to be highly important and has adopted the privacy policy which can be found at www.idexx.com (the “Privacy Policy”). We do not share your personal data with third parties except in an aggregated and/or anonymized format, and except as provided in our Privacy Policy, or otherwise with your express consent. This Section shall survive the termination of this Agreement.


7. Limitation of Liaibility

NEITHER PARTY IS LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY THE OTHER PARTY OR COULD HAVE BEEN REASONABLY FORESEEN BY THE OTHER PARTY. EXCEPT FOR LIABILITY FOR INDEMNIFICATION FOR THIRD- PARTY CLAIMS, NEITHER PARTY IS LIABLE TO THE OTHER PARTY FOR ANY LOSSES IN EXCESS OF FEES PAID OR PAYABLE TO IDEXX WITHIN THE PREVIOUS TWELVE MONTHS TO THE EXTENT PERMITTED BY LAW.


8. Force Majeure

If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitations, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders of acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.


9. Severability

If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.


10. Notice

Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.


11. Assignment

Neither party shall assign its rights, obligations and interests in this Agreement without the written consent of the other party, which consent shall not be unreasonably withheld. Consent is not required for an assignment of this Agreement in connection with a sale or other disposition of substantially all the assets of the assigning party's business.


12. General

If there are conflicts between the provisions of these Terms, the Master Terms and any Order, the following order of precedence shall apply: (i) these Terms, (ii) Any Order, and (iii) the Master Terms. This Agreement may be modified only by an amendment provided to you by IDEXX, or upon the mutual written consent of both parties. When we make modifications, we will notify you in advance, and your further use of the Services will indicate your acceptance of the modifications.

 

Exhibit A - rVetLink Service Description

rDVM Portal:

  • data integration with IDEXX or third party practice information management system (“PIMS”); ability to configure settings and preferences within rVetLink Console
  • Customer will be setup to synchronize records every 15 minutes - 2 hours (depending on the PIMS used).
  • Web portal will allow for creating, updating and deleting of referring clinics’ User ID(s) and Password(s).
  • rDVM practices will only have access to view their patient’s/client’s records.
  • Web portal will include a search feature for pets by First Name, Last Name, Last Updated Date and other timeframes.
  • The medical records of treated animals shall include links to PDF documents created within the PIMS.
  • rDVMs will have a web interface, which will allow updates to their profile, including check-in, update, discharge and deceased notification preferences.


rDVM Notifications:

  • Check-in notice to rDVMs can be sent at sync-time (via email and/or fax), body of email/fax customized by referral hospital.
  • Medical updates to rDVMs can be sent at sync-time (via email and/or fax), body of email/fax customized by referral hospital.
  • Discharge notice to rDVMs can be sent at sync-time (via email and/or fax), body of email/fax customized by referral hospital.
  • Deceased patient notice to rDVMs can be sent at sync-time (via email and/or fax), body of email/fax customized by referral hospital.


Support & Service Level Details:

  • IDEXX offers email support between the hours of 8:00 AM – 5:00 PM CDT Monday through Friday at no cost. Email: rvetlink@idexx.com
  • IDEXX makes every effort to answer support phone calls and emails in a timely manner.
  • rVetLink users are welcome to submit enhancement suggestions by emailing ideas to rvetlink@idexx.com. All ideas will be reviewed and considered. If a product enhancement is approved, it will be added to the development schedule at the sole discretion of IDEXX.