One Health Company Terms of Service

A. Things you can do. Subject to your compliance with these Terms, One Health Company grants you a personal, limited, non-exclusive, non-transferable, non-sublicenseable license to electronically access and use the Site solely as provided for in these Terms.

B. Things you can’t do. You will not (and you will not allow any other person to) do any of the following:

The license granted in these Terms does not include any right of resale of any One Health Company Service; any collection and use of any service listings, descriptions, or prices; or any derivative use of any One Health Company Service or its contents. No One Health Company Service may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without the express written consent of One Health Company. The licenses granted by One Health Company terminate if you do not comply with these Terms of Use.

A. One Health Company’s (and its licensors’) Ownership of IP. The content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary rights. Some of the content on the Site may be the copyrighted work of third parties. One Health Company, the One Health Company logo, and other One Health Company trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of One Health Company. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. One Health Company and its licensors exclusively own all rights, title and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by One Health Company or its personnel in connection with the Services (collectively “One Health Company Materials”), including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights (“Intellectual Property Rights”) therein. You will have no rights in any trademarks, the One Health Company Materials or the Site except as expressly set forth in these Terms.

B. Your Ownership of IP; Your License Grant to Us Related to Customer Data. For purposes of these Terms, “Customer Data” means all non-public data provided by you to us to enable provision of the Services. You own all right, title and interest in and to your Customer Data. You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights to your Customer Data in connection with providing our Site and the Services, including in any media known now or in the future. The foregoing right includes, but is not limited to, the rights to host, use, reuse, store, maintain, reproduce, copy, distribute, modify, adapt, prepare derivative works of, publish, display and perform such Customer Data as permitted through our Site’s and Service’s functionality, currently or in the future. In addition, you represent that you own or have the necessary licenses, rights, permissions, and consents to use and authorize us to use any and all Content submitted by you.

C. Your Obligations Related to Customer Data. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use the Customer Data. You will provide accurate, current and complete information required to enable your use of the Services. You will require Authorized Users to maintain proper password security, and for maintaining the confidentiality of your account. Without limiting any other responsibilities you have under these Terms, you are responsible for the actions of your Authorized Users, and of any other individuals to whom you have given access to the Services.

A. You’ll Start by Creating an Account; Information You Must Provide. You will need to register with One Health Company to become a Customer. You agree to provide accurate, complete registration information, and to will keep that information current.You agree that One Health Company may store and use your registration information to maintain your account.

B. Information You Must NOT Provide; DISCLAIMERS.

Your Privacy is Important to One Health Company. Protecting your privacy is really important to us. With this in mind, we will protect your personal information in accordance with our Privacy Policy.

A. The Security of Your Information is Important to One Health Company. One Health Company takes reasonable administrative, physical and electronic measures designed to protect from unauthorized access, use or disclosure of the information that we collect from you. One Health Company servers are located in professional and secure hosting facilities designed to host servers with protection from unwanted attacks over the Internet and physical attacks to the building or server itself. In particular, TheOneHealthCompany.com’s servers are in a private network with a dedicated firewall, and are protected by round-the-clock interior and exterior surveillance. For physical security, our data centers are all SSAE-16 and/or ISO 27001 compliant. Our software infrastructure is regularly updated with the latest security patches.

B. One Health Company Will Notify You and Try to Fix any Breaches of Security. If there is a suspected, threatened or actual security incident or breach of security involving Your Information (a “Security Breach”), One Health Company will: (i) investigate and take all steps to identify, prevent and mitigate the effects of such Security Breach; (ii) promptly notify you of the incident; and (iii) as soon as reasonably possible (A) conduct any recovery reasonably possible to remediate the impact of such Security Breach and (B) comply with applicable law and industry practices relating to such Security Breach. Despite the foregoing, you acknowledge and agree that this clause constitutes notice by One Health Company to you of the ongoing existence and occurrence or attempts of Unsuccessful Security Incidents for which no additional notice to Client shall be required. “Unsuccessful Security Incidents” means, without limitation, pings and other broadcast attacks on One Health Company’s firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of Your Information.

C. One Health Company Backs Up Your Information. One Health Company stores all data in secure locations, and performs backups of all critical data (including the database). One Health Company also tests its backups in duplicate environments on a regular basis to ensure their correctness, and to test disaster recovery scenarios.

D. You Have Security Responsibilities. You agree to:(i) keep your password and online ID secure and strictly confidential, providing it only to Authorized Users of your account; (ii) instruct each person to whom you give your online ID and password that he or she is not to disclose it to any unauthorized person; (iii) notify us immediately and select a new online ID and password if you believe your password may have become known to an unauthorized person; and (iv) notify us immediately if you are contacted by anyone requesting your online ID and password. When you give someone your online ID and online password, you are authorizing that person to access and use your account, and you are responsible for any and all transactions that person performs while using your account, even those transactions that are fraudulent or that you did not intend or wanted performed. You agree to indemnify and hold harmless One Health Company from and against any and all liability arising in any way from the access to the Site by persons to whom you have provided your online ID and/or online password. In addition, you are responsible for your information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by you or through the use of third-party services. You agree to abide by all applicable local, state, national, and international laws and regulations in connection with using the Service, including, without limitation, all laws regarding the transmission of technical data exported from the United States through the Service and all privacy and data protection laws, rules and regulations.

E. Some Third Parties May have Incidental Access to Your Information. One Health Company works with other companies to provide information technology services to users of the Site. These companies may have access to One Health Company’s databases, but only for the purposes of providing service to One Health Company. For example, a third party (such as AWS) may obtain access to Your Information in an effort to update database software, or manage data. These companies will operate under consumer confidentiality agreements with One Health Company.

F. The Internet is Not Guaranteed to be Safe. Please be aware that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information.ONE HEALTH COMPANY SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION OR LOSS OF ANY OF YOUR INFORMATION, EXCEPT TO THE EXTENT THAT SUCH UNAUTHORIZED ACCESS, USE, CORRUPTION, OR LOSS IS DUE SOLELY TO ONE HEALTH COMPANY’S GROSS NEGLIGENCE OR MISCONDUCT.

A.Certain Definitions Applicable to Buying Services on TheOneHealthCompany.com.

B. How to Order Services. You can select Services for purchase by browsing our Services offerings on our Site selecting the Service(s) you want to purchase, and successfully completing the payments process.

C. Your Order Cannot Contain Additional Terms or Conditions. These Terms set out the complete and exclusive statement of the contract between you and One Health Company with respect to your purchase of Services. Any additional or conflicting provisions contained in an Order from you are expressly rejected.

D. International Access. If you access and use this Site outside the United States you are responsible for complying with your local laws and regulations.

E. Intellectual Property Rights. Ownership of Intellectual Property shall be as set for in Section 4 above and in this Section 8.

F. Restrictions on Your Use of the Services. You agree that you (and your Authorized Users) will not without our express written permission: (a) reverse compile, disassemble, decompile or engineer, copy, modify or adapt the whole or any part of the Services; (b) make the Services available to, or use the Services for the benefit of, anyone other than you or your pets or your patients’ pets; (c) assign, transfer, sell, resell, license, sublicense, distribute, rent or lease the Services, or include any Services in a service bureau or outsourcing offering; (d) copy the Services or any part, feature, function or user interface thereof (except as expressly otherwise permitted under these Terms; (e) access or use the Services in order to build a competitive product or service; (f)access the Services for anything unlawful, misleading, malicious or discriminatory; or (g) upload or transmit to the Site any device, software or routine that contains viruses, Trojan horses, worms, time bombs, or other computer programming routine that may damage, interfere or attempt to interfere with, or intercept the normal operation of the Services.

G. Your License Grant to Us.Despite anything to the contrary, we shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other of our offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with our business.

A. Invoicing and Payment. One Health Company’s right to payment for any Service purchased by you shall accrue on the date the Service is Delivered to you. Except as otherwise expressly provided in these Terms, all payments accrued or made under these Terms are non-cancelable and nonrefundable. All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added and withholding taxes that are levied or based upon such charges, or upon these Terms. Any taxes related to the Services purchased or licensed pursuant to these Terms including, but not limited to, withholding taxes, will be paid by you, or you will present an exemption certificate acceptable to the taxing authorities. You will not be liable for taxes based on our net income. All payments will be made in United States dollars.

B. Your Failure to Pay or Failure to Pay on Time. If you have any outstanding balance due on your account, then we have the right to withhold Services to you until you have paid your account balance in full. If your payment is late, we may charge interest on your outstanding late balance at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the date such amount was due until the date that payment is received by us. You agree to reimburse us for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts.

A. Your Indemnification of Us. You will defend and indemnify us from and against any losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys’ fees) arising out of or relating to (1) a breach of these Terms by you or any Authorized User; (2) the intellectual property rights in any of your Customer Data; (3) any loss, misuse, or disclosure of Customer Data not the result of our misconduct or gross negligence; and (4) any other claim relating to any classified or personally identifiable information within Customer Data, where such personally identifiable information (A) identifies or can be used to identify an individual, such as first and last name, social security number or other government issued number or identifier, date of birth, home or other physical address, e-mail address or other online contact information, telephone number, biometric data, mother’s maiden name, or other personally identifiable information; or (B) includes any “non-public personal information” as that term is defined in the Gramm-Leach-Bliley Act found at 15 U.S.C. Subchapter 1, §6809(4).

WARRANTY DISCLAIMER. WE MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY SERVICES OR OTHER TANGIBLE OR INTANGIBLE MATERIALS PROVIDED BY US, AND WE HEREBY DISCLAIM ALL OTHER WARRANTIES OR GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES PROVIDED WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE OR THAT OUR SERVICES WILL SUCCEED IN RESOLVING ANY PROBLEM.

We welcome feedback, comments and suggestions for improvements to the Site and the Services (“Feedback”). You can submit Feedback by emailing us at support@fidocure.com or through the functionality available on the Site. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control to copy, modify, create derivative works based upon and otherwise use the Feedback for any purpose.

The Site may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

A. Term. These Terms commence on the date on which you accept them and, unless terminated earlier, will continue until terminated.

B. Termination. One Health Company is eager to have a long-term relationship with you. One Health Company may, however, may cancel your account, and/or terminate your rights to any or all of the Site if you provide false, inaccurate or incomplete information to us, or if you are in breach of any of your obligations under these Terms.

C. Effect of Termination. Upon termination of these Terms (i) your right to access and use the Site and Services will immediately terminate; and (ii) all fees you may owe will become immediately due and payable.

D. Survival. Sections 3(B), 4, 5(B), 7(F), 8(E), 8(G) and 10-18, plus all related definitions and all accrued rights to payment will survive any termination or expiration of these Terms.

EXCEPT AS MAY BE OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, THE SITE AND THE SERVICE ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. IN ADDITION TO THE DISCLAIMERS IN SECTION 11 ABOVE, ONE HEALTH COMPANY DOES NOT REPRESENT OR WARRANT THAT SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT THE NATURE OF INTERNET-BASED SERVICE DELIVERY IS SUCH THAT CONFIDENTIALITY AND PERFORMANCE CANNOT BE COMPLETELY ASSURED. WE SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION OR LOSS OF ANY OF CUSTOMER DATA, EXCEPT TO THE EXTENT THAT SUCH UNAUTHORIZED ACCESS, USE, CORRUPTION, OR LOSS IS DUE SOLELY TO OUR GROSS NEGLECT OR MISCONDUCT. Despite any other provision of the Agreement, in the case of loss or PHI or other personally identifiable information due to our actions or inactions, your sole remedy shall be for is to restore such PHI and /or other personally identifiable information from the latest available backup.

One Health Company is not responsible or liable for any user content hosted on the Site or in connection with the Service. We do not control and are not responsible for what you or other users of the Site host, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable Site content.

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. One Health Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, data loss, theft or destruction or unauthorized access to, or alteration of, any communications. One Health Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to your or any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Site or the Service.

You agree to defend, indemnify and hold harmless One Health Company, its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the One Health Company Site or Service; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that any of Your Information caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the One Health Company Site. You hereby agree to waive the application of any law that may limit the efficacy of the foregoing agreement to defend and indemnify One Health Company and its affiliates, officers, directors, employees and agents.

One Health Company shall have no liability for any loss, damage, or injury resulting from your or any third parties’ negligence, lack of training, use or misuse, or misapplication of any Service. You agree to indemnify, defend, and hold harmless One Health Company and its employees from any claims, damages and actions of any kind or nature arising from or caused by the use or misuse of any Service.

IN NO EVENT WILL ONE HEALTH COMPANY BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, THE SITE, OR ANY RESEARCH OR EXPERIMENT OR OTHER PROCEDURE PERFORMED USING OR BASED ON ANY SERVICES PURCHASED THROUGH THE SITE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ONE HEALTH COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ONE HEALTH COMPANY’S TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO ONE HEALTH COMPANY BY YOU UNDER THESE TERMS IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM MADE UNDER THIS AGREEMENT.

These Terms constitute the entire and exclusive understanding and agreement between One Health Company and you regarding the Services, and supersede and replace any and all prior oral or written understandings or agreements between One Health Company and you regarding the Site and the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without One Health Company’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. One Health Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, sent by documented overnight delivery service to the party to whom the notice is directed, at its address indicated in the signature box to these Terms (or such other address as to which the other party has been notified), or sent by email if receipt is electronically confirmed.

One Health Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of One Health Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material.

These Terms and all matters arising out of, or relating to, these Terms will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The sole venue for all disputes relating to these Terms shall be in Santa Clara County, California.

If you have any questions about these Terms or the Services please contact One Health Company at support@fidocure.com.