BY ACCEPTING THESE TERMS, YOU CONFIRM THAT YOU ARE LAWFULLY ABLE TO ENTER INTO AND FORM CONTRACTS BASED ON THE APPLICABLE LAW IN YOUR JURISDICTION (FOR EXAMPLE, IN THE UNITED STATES, YOU MUST BE OVER 18 YEARS OLD). BY USING OUR PRODUCTS, CLICKING THE “I AGREE”, “ACCEPT” OR “YES” BUTTON, LOADING THE PRODUCTS OR OTHERWISE INDICATING ASSENT, YOU ARE AGREEING TO THESE TERMS, WHICH WILL BECOME A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND SIGNO MOTUS. PLEASE READ THESE TERMS CAREFULLY AND MAKE SURE YOU UNDERSTAND THEM BEFORE YOU AGREE TO THEM.
- OTHER TERMS THAT APPLY
The “Standard Terms and Conditions of Business of Signo Motus” are available on www.nutrimentaveterinaria.com/legal (“Terms and Conditions”), which you may have accepted when purchasing our Products and, in such a case, will apply in addition to, and supplement the provisions of, these Terms. In the case of a conflict between these Terms and the Terms and Conditions, these Terms shall govern.
Some of our Products may come with additional product information (“Product Information Sheet”) and/or written materials, in printed or electronic form, describing the features of a particular Product and/or Update or Upgrade (as defined below) that are designed to help you effectively use a particular Product, Update or Upgrade (“Documentation”). Any additional terms described in the Product Information Sheet will become part of these Terms. Any other materials and Documentation are for reference purposes only, do not constitute a representation and/or warranty and shall not be binding on either you or us.
- USING OUR PRODUCTS
With respect to all of our Products, you must comply with these Terms and any other terms and policies that you have accepted. You must not misuse our Products in any manner. Purely for the purpose of providing examples of such misuse, do not interfere with our Products, try to access them using a method other than the interface or instructions we provide or bypass any measure we may use to prevent or restrict access to our Products or some part of our Products. You must comply with applicable domestic and international law when using our Products and you may not use our Products, without limitation, to upload, download, post, submit, distribute or facilitate the distribution of any content that may infringe someone’s intellectual property rights, rights to confidential information or privacy or which violates any export laws or any other right of a third party.
If you do not comply with the applicable law and/or these Terms, we may be forced to bring an action to collect damages and/or prohibit your behavior or stop you from any unauthorized use of our Products. Some unlawful activity may even result in criminal prosecution under relevant law. Nobody wants this, so please comply with the law and these Terms.
Unless expressly stated otherwise, using a particular Products does not give you ownership of any intellectual property rights in such Product or any of the content you access. You may not use content from our Products unless you obtain permission from the owner of such content or are otherwise permitted by law. These Terms do not grant you the right to use any branding or logos used in our Products. Never remove, obscure or alter any legal notices displayed in or along with a respective Product.
You are responsible for familiarizing yourself with the key functions and features of a respective Product as you bear the entire risk associated with a particular Product meeting your individual requirements and needs. You are responsible for installing a respective Product, Update and/or Upgrade and complying with any of our instructions concerning the installation of a respective Product and any associated Updates and Upgrades. You are also responsible for setting up and maintaining a functional hardware and software environment and for performing regular data backups.
You must notify us of any alleged or potential defect with a respective Product as soon as possible. If you provide us with an email address or other contact information in order to allow us to send you important information (including security-related information) for the use of a particular Product, it is your responsibility to update us with any changes to such contact information. We will not be liable for any damages resulting from your failure to notify us of a change in your email address and/or contact information in a timely manner.
- YOUR SIGNO MOTUS ACCOUNT
You will need to create an Signo Motus-specific account (“Account”) in order to use some of our Products. You are responsible for any activity associated with your Account user ID and password. If you believe your Account is or may be compromised, you must notify us and change your password immediately. You may not create an Account if you are currently restricted or prohibited from having such an Account or using a particular Product.
Nothing stated in these Terms shall limit our ability to cancel, suspend or terminate any of your Accounts in our sole discretion.
- PRIVACY AND COLLECTION OF PERSONAL INFORMATION
- OWNERSHIP RIGHTS, LICENSE GRANT & USE RESTRICTIONS
Our Products are the key to our business and we take protecting our intellectual property rights (and those of our licensors) very seriously. Please read the information below as it explains your rights with respect to the Products including important information with respect to your ability to download and use a particular Product on multiple Devices.
Important Definitions: To explain the full meaning of certain terms used in this section, we want to define the following (please note, however, that the definitions below shall apply throughout these Terms and not exclusively to this Section):
- Device: means any electronic device that is able to process data with the assistance of a programmable calculation specification.
- License: means your right to use a respective Product subject to these Terms and the Terms and Conditions existing as of the date you are bound by the respective Terms and Terms and Conditions. The License shall stipulate the nature and scope of your right to use a particular Product. For Licenses that include access to an Update and/or Upgrade Service, such License also grants you the right to receive and use Updates and/or Upgrades during the License Term for a respective Product. To be clear, if a License does not include access to an Update and/or Upgrade Service you may only use the version of the Product, for which you have paid, for the respective License Term.
- License Term: with respect to some of our Products, the License Term commences as soon as you have received access to the respective Product (for example, via a software key). With respect to some of our other Products, the License Term commences as soon as you create an account, install, access or use such Products. The License Term continues for the period we grant you a License for a respective Product and any extension and/or renewal of this period of time.
Product Lifecycle: Our Products have a specific product lifecycle (“Product Lifecycle”) that governs the operating system on which a particular Product will be compatible and how long we will support such a Product. A particular Product may be incompatible with an operating system unless identified in the Product Lifecycle or once the support period for such operating system has expired.
License Grant: The Products are protected by international copyright laws, treaties and other laws. We, and our licensors, own and retain all right, title and interest in and to the Products, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights. These Terms and the Terms and Conditions do not transfer to you any title to or in the Products and you do not acquire any rights to any of the Products except as specified below. Conditioned on your continued compliance with these Terms and respective Terms and Conditions, we grant you a personal, revocable, limited, non-exclusive, non-transferable license for the Products for the duration of the License Term to activate, use and access the Products for personal or business purposes as expressly permitted in the respective Product Information Sheet. For Products for which no special Licenses for the simultaneous saving, storing and other simultaneous use of the Products across multiple Devices (“Multiple Use”) are available according to the relevant Product Information Sheet, the License is restricted to a single copy of the respective Product. In such a case, if you change the Device on which you are using or have installed a respective Product, you must delete any applicable software from the Device and reinstall it on your new Device. For Products whose Product Information Sheet provides for special Licenses for Multiple Use, Multiple Use shall be permissible only if, and to the extent that, you purchased and were granted the relevant type or number of Licenses by us.
Trial License and Freeware: A License to use our Products for trial purposes for a limited period of time (“Trial License”) or a License provided to you free of charge (“Freeware”), is provided “as is” and does not include any product support. You may not use a Trial License in a production environment.
Updates and Upgrades: We may provide enhancements, modifications, revisions and/or new versions of a particular Product in form of an update or upgrade (“Update” and “Upgrade” respectively, the classification of which shall occur according to our sole discretion) free of charge or against payment in different frequencies and intervals (each and all an “Update and/or Upgrade Service”). If and when we provide Updates and/or Upgrades, you must download and install such Updates and/or Upgrades in order to obtain maximum benefit from the Product. Moreover, if you do not use the most recent version of the Product, the functionality of the Product may be reduced or impaired in whole or in part. For the purposes of ease-of-use and effective operation of our Products, you agree that particular Updates and/or Upgrades may be automatically installed with or without user interaction.
License Restrictions: The License granted to you is limited. To further clarify what we meant in Section 2 above, you may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the Products or any component thereof in any manner not expressly permitted by these Terms. In addition, you may not, or cause any third party to do so, (a) modify, translate, decompile, create any derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels or copy protection features from any of our Products or (b) license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use the Products in any manner not expressly permitted in these Terms and the Terms and Conditions.
You cannot use any of our Products in special risk areas that require error-free, permanent operation of relevant systems and in which the failure of a respective Product may result in a direct risk for life, body or health or in substantial damages to property or the environment (high risk and high availability activities, including, but not limited to, the operation of nuclear facilities, weapon systems, aviation navigation or communication systems, life support systems and equipment, machine and production processes of pharmaceuticals and food production). ANY VIOLATION OF THIS PARAGRAPH VOIDS ANY AND ALL WARRANTIES WE PROVIDE AND WE DO NOT WARRANT OR GUARANTEE THAT ANY OF OUR PRODUCTS ARE FIT FOR USE IN SPECIAL RISK AREAS.
Third-party claims. You must notify us without undue delay if a third party asserts claims against you, claiming a respective Product infringed and/or infringes such third party’s intellectual property rights, and any documents or correspondence or other forms you receive associated with such claim must be turned over to us immediately.
Feedback. We welcome your feedback and suggestions about our Products. By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to us, you represent that such Feedback does not violate the intellectual property of any third party and that you have all rights necessary to convey, and hereby do convey, to us the right to use such Feedback. In addition, any Feedback received through our Products will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for us to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display (in whole or in part) and otherwise fully exploit the Feedback worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.
You agree to defend, indemnify and hold Signo Motus, its affiliates, subsidiaries, directors, officers, employees, agents, business partners and licensors (“Signo Motus Indemnified Parties”) harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any of Your Content you upload into one of our Products; (b) your violation of any rights of a third party; (c) your violation of any law or (d) your false, fraudulent, malicious or inaccurate representation of your identity.
Furthermore, you agree to indemnify the Signo Motus Indemnified Parties harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from your use of our Products in violation of these terms.
- TECHNICAL SUPPORT
With respect to some of our Products, at our sole discretion, we may offer technical support. We provide such technical support without any warranty of any kind. Prior to obtaining such support, it is your responsibility to back up all of your existing data, software and programs. We may cease or suspend offering technical support with respect to a particular Product at any time.
- MODIFYING OUR PRODUCTS
We are constantly improving and changing our Products. We may suspend or stop offering a particular Product or add or remove functionalities or features. We may perform such modifications without providing you with prior notice of such modification.
- TERM AND TERMINATION OF OUR PRODUCTS
These Terms will continue to govern the relationship between you and us with respect to a particular Product until the expiration of your License Term or until they are terminated because you violate them, fail to pay the License fees, we are required to do so by law or we cease to offer a particular Product. The expiration of a term with respect to one Product does not automatically terminate these Terms with respect to another Product.
You can stop using a particular Product at any time. If you signed up for automatic renewal of a particular Product, it means you would like to renew a License to such Product at the end of a particular License Term for the list price effective at the time of the renewal and you acknowledge that we may not notify you that a particular License Term is ending. If you do not want to renew, you need to give us 45 days’ notice prior to the end of a particular License Term and before the beginning of the next License Term so that we do not charge you. If we do end up charging you a License fee because you did not provide us with your notice of termination in time, you will have thirty (30) days after you were charged such fee to obtain a refund.
Once a License terminates or expires, your right to use a respective Product, Update or Upgrade, as applicable, ends immediately and you must remove any installed Product(s) (and any back-ups) from each respective Device(s). We may require you to provide written confirmation that you have, indeed, removed or destroyed the applicable material.
- WARRANTIES AND DISCLAIMERS
Some of our Products may come with a limited warranty. Any of our paid Products include a limited warranty where we warrant that, for thirty (30) days from the date of purchase, such Product will operate substantially in accordance with the Documentation and that the media (e.g., CD ROM), if any, on which such Product was provided to you will be free from defects in materials and workmanship.
If you did not intentionally or accidentally cause the defect in the respective Product, your exclusive remedy for the breach of the foregoing limited warranty shall be, at our option, either (i) a return of the fee you paid; (ii) a replacement of the defective media on which the particular Product was provided to you; or (iii) receipt of a defective-free version of the respective Product by either us replacing the Product or fixing the underlying problem causing the defect. You must return any defective media to us or to the reseller that provided the media to you, at your expense, with a copy of your receipt. THIS LIMITED WARRANTY IS VOID IF YOU CAUSED THE DEFECT, EITHER INTENTIONALLY OR ACCIDENTALLY.
EXCEPT FOR THE LIMITED WARRANTY THAT MAY APPLY TO SOME OF OUR PRODUCTS, AND/OR PARTICULAR PARTS THEREOF, OUR PRODUCTS ARE PROVIDED “AS IS” AND WE MAKE NO WARRANTY OF ANY KIND AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. WE ALSO EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES RELATING TO NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY OR ABILITY TO INTEGRATE A PARTICULAR PRODUCT WITH OTHER PRODUCTS. YOU ASSUME RESPONSIBILITY FOR SELECTING A PARTICULAR PRODUCT TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM SUCH PRODUCT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT OUR PRODUCTS WILL PROTECT AGAINST ALL POSSIBLE THREATS, BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES, THAT OUR PRODUCTS WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT OUR PRODUCTS ARE FIT FOR USE IN SPECIAL RISK AREAS.
- OUR LIMITATION OF LIABILITY
You expressly absolve and release us from any claim of harm resulting from a cause beyond our control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars or governmental restrictions. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR DAMAGES FROM LOST PROFITS, LOSS OF GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR NEGLIGENCE OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR WORK STOPPAGE, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY OTHER DAMAGE OR LOSS. IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR OR A RESELLER’S AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES UNDER THESE TERMS EXCEED THE PRICE YOU PAID FOR THE PARTICULAR PRODUCT.
- ADDITIONAL INFORMATION ABOUT THESE TERMS
We may suspend or stop providing our Products to you if you do not comply with these Terms, the Terms and Conditions, Product Information Sheet, Documentation or any additional terms that become part of these Terms or if we are investigating suspected misconduct.
The Terms do not create any third-party beneficiary rights. If you do not comply with the Terms and we do not take action right away, this does not mean we are giving up any rights that we may have (for example, our right to take action in the future). If it turns out that a particular term within these Terms is unenforceable, this will not have any impact on any of the other terms.
We may modify these Terms or any additional terms that apply to a Product to, for example, reflect changes to the law or changes to our Products. We will publish these revised Terms on our website, but will likely require you to accept the updated Terms. Such updated Terms will control the relationship between you and us. If you do not agree with a modification to these Terms, you may stop using our Products and be eligible for a refund, as applicable.
A breach, whether threatened or actual, of these Terms will cause us irreparable injury and such injury may not be quantifiable in monetary damages and we would not have adequate remedy at law. As such, we are entitled, in addition to all other available remedies, to seek and be awarded an injunction or other appropriate equitable relief for any breach of these Terms, whether threatened or actual.
These Terms or your use of our Products does not create a joint venture, partnership, employment or agency relationship with us.
Version: February 2017