END USER LICENSE AGREEMENT
This End User License Agreement (“EULA”) is made by and between
You, an individual or company (“You”) and
GekkoVet International Oy, Munkkisaarenkatu 8 B 35, 00150 HELSINKI, Finland, Business Identity Code 3219881-6, a privately owned company incorporated and registered in Finland (“GekkoVet International”), and a professional distributor and licensor of GekkoVet Product.
You and GekkoVet International are together hereinafter referred to as “Parties” and independently as a “Party”.
Read this document carefully. Your use of the GekkoVet Product is governed by this agreement, and by clicking the “accept” button below or by starting to use the GekkoVet Product, You agree and confirm to be legally bound by the terms and conditions of this EULA.
1.1. The purpose of this EULA is to agree on the terms and conditions that governs your use of the Product for the purpose of searching information on diagnosis, various symptoms and treatments in the field of veterinary services.
1.2. “Product” means GEKKOVET computer program, all of its extensions, derivations, upgrades, updates, alterations and modifications as well and any supplementing software released by GekkoVet Oy (Business Identity Code 2952142-4, a parent company of GekkoVet International) regardless of the name of the software, any and all text files, articles, written symptom or treatment descriptions, documents, pictures, information on veterinary medicine and other content that is incorporated in the Product as well as third party software, components and information, that is either integrated into the GEKKOVET or added to the service by GekkoVet Oy.
1.3. Any contributions, whether written material or document that is related to Product and provided by You to GekkoVet International through the software or through related feed-back channels, shall be transferred or licensed to GekkoVet International, which in turn can transfer them within the group companies, in accordance with this EULA. It may thereafter be used as a part of the Product which shall continue to be owned by GekkoVet Oy and its licensors.
2. Product License
2.1. GekkoVet International hereby grants You a fixed-time, non-exclusive, non-transferable, personal and limited license to use the Product for the purpose of searching, reading and saving information on medical conditions of pets and animals and related notes concerning treatment. The license is subject to a license fee.
2.2. The above granted license allows You to run the software on your personal computer or mobile device, and to read the written articles and notes during Your use of the Product for searching information and when providing demonstration or assistance concerning the use of the Product to Your colleagues within the same organization.
2.3. Although You are not authorized to make any modifications to the software included in the Product, You may add your own notes to certain fields which are shown in connection with the use of the Product.
2.4. GekkoVet International grants no implied licenses. You have no authorization to make any reproductions of the software, except for the ones that are technically necessary and inevitably result from Your own use of the Product. Since the end user licenses are personal, all end users shall have their own licenses and You are not authorized to share your license or make the Product available for anyone else in any manner.
2.5. GekkoVet International reserves the right to ensure the interoperability and adaptation of the Product with other systems. You shall provide GekkoVet International with the possibility to use its primary right to solve possible interoperability issues prior to taking any measures, that may jeopardize the confidential nature of the Product.
2.6. Making of adaptations, translations or modifications of the Product as well as any acts to disassemble, decompile, unlock, decode, reverse engineer, reverse compile the Product or otherwise attempt to reconstruct or discover any source code, algorithms or other Confidential Information is strictly prohibited.
2.7. You shall in no event remove, alter, or obscure any copyright, patent, trademark or other legal notices and disclaimers that may exist in the Product, or use the Product to make, develop or design any such software products or systems that are competing with Product.
3. Your contributions
3.1. You acknowledge, that GekkoVet International and its group companies strive to improve the Product, its content and operability of the Product, and that the Product will be modified on basis i. a. of users’ contributions and feedback. You expressly agree that any contribution, including but not limited to information, ideas, inventions, instructions, text files and works, that GekkoVet International receives through Your use of the Product and through the notes, support requests and feedback channels that relate to the Product, shall be transferred or licensed to GekkoVet International, which in turn can transfer them within the group companies, in accordance with this section.
3.1.1. You grant GekkoVet International a perpetual, irrevocable, unrestricted, royalty free, and transferable license to use, reproduce, modify, distribute and otherwise make available to third parties, any such written content, that you add to the Product including but not limited to notes, articles, text files or otherwise. For the avoidance of doubt, the license that You grant under this section, does not restrict Your possibility to use Your own notes at a later point of time in any other connection.
3.1.2. You transfer any and all intellectual property and other property rights in and to the technical feedback and support requests that You send to GekkoVet International through feedback channels or otherwise without a compensation. GekkoVet International or its group companies may protect the Product and its improvements by applying for Intellectual Property Rights in its own name. In case an improvement is related to Your feedback or contribution and in case your cooperation is needed for recording the transfer of rights to any register, You undertake to cooperate when requested and provide GekkoVet International with signed transfer documents. For the avoidance of doubt, the technical information will become property of GekkoVet International and/or its group companies and You cannot to use any technical instructions, improvements, support requests or other technical contribution in any other connections after submitting the feedback or support request.
4. Intellectual Property Rights
4.1. “Intellectual Property” means all forms of industrial and intellectual property whether registered or not, including but not limited to inventions, ideas, innovations, know-how, copyright, Confidential Information, patents, utility models, integrated circuits, designs, design patents, trademarks, trade names, company names, design elements, trade dresses, databases, data related to the patient’s veterinary visits, any data which is stored by You to the Product, photographs, pictures, works, technical drawings, technical instructions and domain names.
4.2. All rights, title and interest in and to Intellectual Property, Products, any and all of its content and software as well as any related preparatory or other related material shall transfer to and remain in the exclusive ownership of GekkoVet International and its licensors. Any Intellectual Property and other proprietary rights in and to the material and documentation that is created and published by GekkoVet International during this Agreement, shall belong to GekkoVet International and its licensors.
4.3. This Agreement contains no implied transfers of proprietary information or other Intellectual Property or any licenses thereto.
5. Confidential Information
5.1. “Confidential Information” means any and all technical, financial, commercial information and data and any other proprietary information, product information, document and/or software, including but not limited to source code, preparatory material, and algorithms in whatever form.
5.2. The Parties shall not use or disclose to third parties any Confidential Information for any purpose other than what is necessary for the authorized use of the Product or for the proper fulfilment of this EULA.
5.3. The restriction above in section 5.2. shall not apply to Information which
• was rightfully in the possession of the receiving party prior to the disclosure of the information under this Agreement; or
• was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations contained in this EULA; or
• was disclosed by a third party without breach of confidentiality obligations owed to the disclosing Party; or
• was independently developed by personnel of the receiving party having no access to Confidential Information; or
• must be disclosed in order to comply with imperative law or government regulation or rules, which are binding on the Party.
5.4. Parties agree to handle Confidential Information with care and take at least reasonable efforts to protect it from disclosure an unauthorized use, which efforts shall not be less protective than the standards that apply to each Party’s use of confidential information in their own organization.
5.5. The Parties undertake to promptly destroy or return any Confidential Information upon termination of EULA or when the Confidential Information is no longer needed.
5.6. The confidentiality obligations set forth in this section 5 shall survive the termination of this Agreement.
6. Privacy and Personal Data
6.1. The Parties undertake to comply with the legal requirements set out in applicable laws related to handling of personal data and data security.
6.2. Neither Party shall save, collect or conduct any unnecessary processing of personal data of third parties.
6.3. You shall ensure that any information concerning You as a user as well as any information that concerns identifiable persons, shall be correct and accurate.
7. Support and maintenance
7.1. GekkoVet International provides support services for correction of Errors.
7.2. “Error” means substantial mistake, malfunction, deficiency or failure of the GekkoVet International software that entirely prevents the use of the Product.
7.3. “Error Correction” means technical consulting and support services that are provided to overcome the hardship related to Errors, as well as the software updates, modifications or additions that strive to remove Errors from the Product.
7.4. Error Correction is requested by sending an email to the address firstname.lastname@example.org. Error requests shall be duly noted, and Error Correction shall be provided within reasonable time and as separately described.
7.5. You may also request support and assistance for solving minor technical issues that affect the use of the Product. GekkoVet International shall assess the importance of the issue and decide whether to provide a solution to it. GekkoVet International strives for satisfactory user experience but reserves the right to prioritize requests and to refrain from making modifications that it does not find viable.
7.6. GekkoVet International and its licensors shall have the possibility to update and upgrade the Product on its own initiative. Unless the update concerns an urgent corrective measure to some shortcoming in the Product, GekkoVet International undertakes to promptly inform You of an upcoming Update and Upgrade release. Such notices may be sent to You by e-mail or made visible in connection with the use of the Product. In addition, GekkoVet International may temporarily suspend or restrict the use of services in the following situations, which list is not exhaustive:
• When GekkoVet International believes it is necessary to do so to comply with any law or an order of any government or regulatory body
• When GekkoVet International believes it is necessary to do so to protect any person or a part of a service
• When there are severe technical problems with the service
• Once a month every third Tuesday between 6 AM and 10 AM (UTC) when GekkoVet International has preset maintenance window
7.7. GekkoVet International may provide documentation on their webpage and share instructional videos or online training sessions on use of the Product.
7.8. You may submit requests, feedback and ideas concerning e.g. user interface or functionalities of the Product to GekkoVet International by using the feedback and support channels, provided however, that you accept the transfers of rights in accordance with this EULA. GekkoVet International has the possibility but no obligation to make changes, adaptations and modifications to the Product based on the users’ contributions, requests, ideas and feedback and the implementation shall be entirely at GekkoVet International’s own discretion.
8. Prices and payment
8.1. You undertake to pay the License fee as specified in the pricelist available at www.gekkovet.com.
8.2. The pricelist is updated from time to time by GekkoVet International and GekkoVet International undertakes to inform You with 2 months prior written notice of any changes to the license fee.
8.3. All amounts on the pricelist are exclusive of value added tax (VAT), use tax or sales tax or similar taxes and payments. You are responsible for paying any possible taxes and for complying with all applicable import, export, tax and other legislation and binding governmental orders and regulations.
8.4. GekkoVet International may offer various means of payment that may be changed from time to time and for which information of available means of payment shall be provided on GekkoVet International’s website. Unless not paid through any means direct and continuing payment, such as direct credit card payments, GekkoVet International shall send an invoice to You for Your personal license for each license period. The payment is in euros and it shall be due within 15 days from the date of invoice NET.
8.5. GekkoVet International shall have the possibility to discontinue the availability of the Product, in case the payment is delayed or the payment cannot be processed from the credit card.
9. Term and termination
9.1. This EULA comes into force when accepted and remains valid for the initial period of 30 days from the placing of the purchase order.
9.2. After the initial license period, EULA is automatically extended with one month at a time unless either one of the Parties terminates it by giving a written notice to the other Party.
9.3. The termination shall be effective once the termination notice has been received and after the ongoing license period has lapsed.
9.4. In case the providing of the Product has been discontinued by GekkoVet International in accordance with the section 8.5 above because of an outstanding payment, EULA shall terminate at the end of ongoing license period and no automatic extension applies.
9.5. The EULA shall also terminate with immediate effect in case
• either Party becomes insolvent or has a receiver appointed
• Party fails to remedy a material breach of EULA within 30 days.
9.6. Neither Party shall be liable in damages to the other Party solely because of terminating the Agreement in accordance with the terms and conditions of this EULA.
10. Representations and Warranties
10.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PRODUCT IS PROVIDED AS IS AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND.
10.2. Without limiting the generality of the foregoing, GekkoVet International does not represent that the software, Product or services are free from Errors, defects or interruptions of use, or that it would be fit for any particular purpose. GekkoVet International disclaims any and all warranties with respect to, i.a. use, merchantability, accuracy, commercial value and non-infringement of the Product, software or services and the related materials, processes and technology.
10.3. YOU ACKNOWLEDGE AND ACCEPT THAT THE PRODUCT IS PROVIDED ONLY FOR THE PURPOSE OF SEARCHING OF INFORMATION, AND THAT YOU SHALL BE SOLELY RESPONSIBLE FOR THE ACCURACY OF POSSIBLE DIAGNOSIS THAT YOU MAY GIVE ON BASIS OF THE INFORMATION THAT YOU RECEIVE THROUGH USE OF PRODUCT. YOU TAKE THE FULL RESPONSIBILITY FOR THE DIAGNOSIS AND TREATMENT THAT YOU PROVIDE.
11. Limitation of Liability
11.1. Neither Party shall be liable to each other in contract, tort or otherwise, for any indirect, special, consequential or incidental cost, damages or expense arising under or in connection with this Agreement unless the damage results from unauthorized use or disclosure of Confidential Information or if it is caused by gross negligence or intentional misconduct.
11.2. In no event shall GekkoVet International or its licensors be held liable for any damages, costs or expenses that relate to missed or incorrect diagnosis or any consequences that are attributable diagnosis or information and notes concerning the treatment.
11.2. In no event shall the entire maximum liability of GekkoVet International or its licensors for claims or groups of claims arising out of or relating to this Agreement exceed the amounts paid by You to GekkoVet International for such licenses that are affected by the claims.
12. Law, Disputes, Changes and miscellaneous
12.1. Force Majeure. Neither Party shall be liable to the other for any delay or non-performance of its obligations in the event of Force Majeure. Events of Force Majeure include war, general strike, and downfall of communication infrastructure, natural disasters, fire, explosions and other events which are beyond the control of a Party and which cannot be reasonably foreseen.
12.2. Law. EULA shall be governed by the laws of Finland, excluding its choice of law provisions.
12.3. Disputes. Any dispute, controversy or claim arising out of or relating to this EULA shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki and the language of the proceedings shall be English unless otherwise agreed. Notwithstanding the foregoing, claims for non-payment of license fees may be resolved in the district court of the respondent’s domicile.
12.4. Severability. Should any part of EULA be or become unenforceable or deemed ineffective, the other terms and conditions will remain applicable to the extent possible.
12.5. Successors. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and assignees.
12.6. Entire agreement. This Agreement is the sole and entire agreement with respect to the subject matter hereof and supersedes all other material, prior agreements and understandings between the Parties.
12.7. Surviving clauses. The sections Intellectual Property Rights, Confidentiality, Representations and Warranties as well as any such terms and conditions that by their nature assume survival of termination, shall survive the termination of this Agreement.
12.8. AMENDMENTS. GekkoVet International shall have the possibility to amend the terms and conditions of EULA from time to time. GekkoVet International shall provide a prior written notice concerning any changes no less than 2 months prior to the effective date of the updated EULA.