VETERINARIUM CORPORATION

TERMS OF USE AGREEMENT

THIS VERSION IN EFFECT SINCE: JANUARY 2013

A NOTE TO CASUAL READER

This Terms of Use Agreement designed to protect Veterinarium Corporation and the community of users of our web site, application, and other products and services (collectively, “Services”). Please conduct yourself in a respectful and professional manner while using our Services.

Remember that our Services do not constitute an Electronic Medical Record system nor are they designed to provide or assist in obtaining medical advice. Under no circumstances should you store or post confidential medical information in connection with your use of the Services. If you have concerns about any content on this site, please email Info@SmartFlowSheet.com.

You must read and accept the full legal agreement that follows.

YOUR ACCEPTANCE OF THIS AGREEMENT

This is an Agreement between you and Veterinarium Corporation (the “Company” or “Veterinarium”) and governs your use of the Veterinarium Services. By using the Services you signify your acceptance and agreement, without limitation or qualification, to be bound by this Agreement. If you do not agree to be so bound, please exit this web site and cease any use of the Services now.

ELIGIBILITY

By using the Services, you represent and warrant that you are at least eighteen (18) years of age and have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.

USER NAMES AND PASSWORDS

This Services may be accessed and used only by individuals who have accepted this Agreement and been issued a user name and password by Veterinarium. All user names and passwords remain the property of Veterinarium, and may be cancelled or suspended at any time by Veterinarium in its discretion, and without any notice or liability to you or any other person. You must keep your user name and password confidential and not disclose them to any person or permit any other person to use them. You must take all reasonable precautions to maintain the secrecy of your user name and password, including ensuring that any information stored on any computer with which you access the Services is protected against unauthorized access by any other person.

Veterinarium is not required to confirm the identity or authority of any person using your user name or password. You must notify Veterinarium immediately by sending an email to Info@SmartFlowSheet.com if you know or suspect that your user name or password have been lost or stolen or become known to or used by any other person.

MEDICAL INFORMATION

General information relating to various medical conditions and their treatment may be included in portions of the Services. Such information is provided for informational purposes and for your general interest only. It is not intended to be a substitute for advice provided by a qualified professional. You should not use the information contained herein for diagnosing or treating a health problem or disease. Nothing included in the Services should be construed as the giving of advice or the making of a recommendation and the Services should not be relied on, in any manner whatsoever, as the basis for any decision or action.

INDEPENDENT CONTRACTORS

If you are a representative of an independent contractor hired by Veterinarium, you and the independent contractor are jointly and severally liable for your use of the Services, your performance of this Agreement and any breach by you of this Agreement, any and all use and misuse of your user name or password.

PROHIBITED USES

Veterinarium reserves the right to investigate and terminate your access to the Services if you have misused the Services, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal. The following is a partial list of the type of actions that you may not engage in with respect to the Services:

The prohibited acts listed above are not exhaustive.

POSTING CONTENT

You are solely responsible for the content that you publish or display (hereinafter, “post”) in connection with the Services. You will not post any defamatory, inaccurate, abusive, obscene, profane, offensive, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You will not provide inaccurate, misleading or false information to Veterinarium or to any other user. If information provided to Veterinarium or another user, subsequently becomes inaccurate, misleading or false, you will promptly notify Veterinarium of such change.

You understand and agree that Veterinarium may review and delete any content posted by you in each case in whole or in part, that in the sole judgment of Veterinarium violate this agreement. By posting content in connection with the Services, you automatically grant, and you represent and warrant that you have the right to grant, to Veterinarium, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that any posting and use of your content by Veterinarium will not infringe or violate the rights of any third party.

Veterinarium reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending content and terminating your use of the Services.

SPECIAL PROVISIONS: REFERENCING THE SERVICES FROM OTHER SOURCES

We welcome links to pages of our web site if the following guidelines are observed:

  1. You will notify Veterinarium by sending an email to Info@SmartFlowSheet.com.
  2. You will ensure that your links remain active as we may change URLS for individual pages as content is updated. Veterinarium will endeavour to provide notifications and/or redirects when content is updated, but we cannot guarantee that all URLs will remain valid.

Veterinarium respects the privacy of every individual who utilized our Services. By accepting this Agreement, you consent to Veterinarium’s collection, use and disclosure of information regarding your use of the Services as set forth in accordance with the Veterinarium Privacy Policy. If you do not consent, you may not use the Services.

Veterinarium reserves the right to monitor your use of the Services and may collect, use and disclose that information for the following purposes: to improve the Services; to administer the Services; to maintain the security of the Services; to supervise your use of the Services; and to protect Veterinarium’s intellectual property and other rights. The Services may use “cookies”, a technology that installs information on a Service user’s computer to permit the Services to recognize future visits using that computer.

Veterinarium, in its discretion, may disclose information regarding your use of the Services to any person you purport to represent, and Veterinarium has no control over that persons’ use of that information. Veterinarium, in its discretion, may also disclose information regarding your use of the Services to a government institution that has asserted its lawful authority to obtain the information or where Veterinarium has reasonable grounds to believe the information could be useful in the investigation of unlawful activity, to protect Veterinarium’s intellectual property and other rights, to comply with a subpoena or warrant or an order made by a court, person or body with jurisdiction to compel the production of information, to comply with court rules regarding the production of records and information, or to Veterinarium’s legal counsel.

COPYRIGHT

All content (including, without limitation, design, text, graphics, icons and the selection and arrangement thereof) included or used in connection with the Services is the property of Veterinarium, or used under license by Veterinarium, and is subject to copyright protection. Veterinarium does not waive any of its proprietary rights to such content. Veterinarium authorizes you to display and electronically copy, download and print hard copy, for noncommercial use only, documents or pages published by Veterinarium, provided that with respect to any copy of these documents or pages which you make, Veterinarium shall retain all copyright and proprietary rights and you shall not delete, remove or modify any copyright or proprietary notices and any disclaimers, identifications or marks contained therein, whether visible or non- visible. Any other use of materials on the website, including but not limited to the modification, reproduction, distribution, imitation, uploading, posting, transmitting, indexing, cataloguing, republication, display or transmission of the content, without prior written permission of Veterinarium, is prohibited. The availability of any contents through the Services shall under no circumstance constitute a transfer of any copyrights, trade-marks, proprietary or other intellectual property rights of Veterinarium to any user or any third party. The Services and the content are protected by Canadian and international copyright laws, both as individual works and as compilations. You may not delete any copyright or similar notice from any content you obtain from the Services. All content © 2013 Veterinarium, Corp., all rights reserved. Furthermore, please be advised that Veterinarium enforces its copyright and other intellectual property and proprietary rights.

TRADE-MARK INFORMATION

Veterinarium and other names, logos and designs appearing in connection with the Services (collectively the “Marks”) are trade-marks, trade-names and service-marks owned by Veterinarium. Any unauthorized use of the Marks is strictly prohibited.

DISCLAIMER AND LIABILITY EXCLUSION

VETERINARIUM DOES NOT ACCEPT ANY LIABILITY FOR YOUR USE OF THE SERVICES. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, DURABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS, ALL OF WHICH ARE HEREBY DISCLAIMED BY VETERINARIUM TO THE FULLEST EXTENT PERMITTED BY LAW. VETERINARIUM WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE SERVICES BY YOU OR ANY OTHER PERSON.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Veterinarium, its affiliates, and their respective officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees and court costs, resulting from any violation of these terms and conditions (including, but not limited to, negligent or wrongful conduct) by you. Veterinarium reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Veterinarium in asserting any available defenses.

MOBILE TERMS

These terms of use apply to any program, content or service accessed via your mobile telephone and to any software modules operating in connection with the Services on your mobile device. The use of any of these programs, content, services or software modules is interpreted as use of this website for the purposes of these terms of reference.

PURCHASE AND PAYMENT

You agree to pay for all charges noted in the billing agreement you have reviewed and agreed upon by placing any order in connection with the Services as payable by you. Unless otherwise noted, all prices listed in connection with the Services are in Canadian dollars and all charges will be processed in Canadian dollars.

We rely on the information you provide through the Services, including registration information (name and email address), payment information (credit card numbers and expiration dates), and transaction-related information, which must be true, accurate, current and complete. You will be solely responsible and liable for any and all loss, damage, and additional costs that you, we or any other person may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration information and payment information within 30 days of any change.

PRIVACY

You have read the Privacy Policy, the terms of which appear here and are incorporated into these Terms of Use, and agree that the terms of such policy are reasonable. You consent to the collection, use and disclosure of your personal information as set forth therein by Veterinarium and/or third parties in accordance with the terms of and for the purposes set forth in the Privacy Policy.

FORCE MAJEURE

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by events outside our reasonable control, including, without limitation: (a) strikes, lock-outs or other industrial action; (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (e) impossibility of the use of public or private telecommunications networks; and (f) the acts, decrees, legislation, regulations or restrictions of any government.

TERMINATION

Veterinarium may, at any time and for any reason in its discretion: (a) change, suspend or terminate, temporarily or permanently, the Services or any part of them; or (b) restrict, suspend or terminate (in whole or in part) your permission to access or use the Services and your user name and password; all without any notice or liability to you or any other person. If this Agreement or your permission to access or use the Services is terminated, then this Agreement will continue to apply and be binding upon you and any independent contractor you represent, jointly and severally, regarding your prior access to and use of the Services, and anything connected with, relating to or arising therefrom.

GOVERNING LAW AND DISPUTES

The Services are controlled by Veterinarium from Toronto, Ontario, Canada. This Terms of Use Agreement and your use of the Services or the information contained therein shall be governed by the laws of Canada and the Province of Ontario, without regard to their respective conflict of laws provisions, and excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws.

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be brought exclusively in a federal or provincial court of competent jurisdiction sitting in the Province of Ontario, unless Veterinarium in its sole discretion, brings any such legal action or proceeding in a different court or venue. Any claim or cause of action you may have arising from, connected with, or relating to your use of the website or its contents, this Agreement, or any related matters, must be commenced in a court of competent jurisdiction in the Province of Ontario within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred.

CHANGES TO THIS AGREEMENT

Veterinarium may, from time to time in its discretion, change, supplement or amend this Agreement as it relates to your future use of the Services, for any reason, and without any prior notice or liability to you or any other person. You may not change, supplement, or amend this Agreement in any manner.

GENERAL

If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of this Agreement and shall not affect the validity and enforceability of any remaining provisions.

The provisions of this Agreement will enure to the benefit of and be binding upon each of Veterinarium and its successors and assigns and related persons, and you and your heirs, executors, administrators, successors, and personal representatives, and any independent contractor you represent and their respective successors, assigns and related persons. You and any independent contractor you represent may not assign this Agreement or the rights and obligations under this Agreement without the express prior written consent of Veterinarium, which may be withheld in Veterinarium’s discretion. Veterinarium may assign this Agreement and its rights and obligations under this Agreement without your consent or the consent of any independent contractor you represent.

No consent or waiver by any party to or of any breach of this Agreement by any other party will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach of this Agreement. No consent or waiver will be effective unless in writing and signed by all parties.

Any rights not expressly granted by this Agreement are reserved to Veterinarium.

If you have any questions about these terms of use or the website in general, please contact us via email at Info@SmartFlowSheet.com.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.

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