WebDVM

Terms and Conditions
Last Updated: December 1, 2020

Welcome to LifeLearn Inc. (“LifeLearn”, “we”, “us” or “our” as the context dictates). We are excited to offer you our website development services, WebDVM,  and its related applications and tools (collectively, the “Services”). The terms set out below (the “Terms of Use”) in combination with any other applicable Terms, including but not limited to our Privacy Policy (https://www.lifelearn.com/privacy-policy/ ) which are incorporated by reference and available at LifeLearn’s website (https://www.lifelearn.com/ ) (the Terms of Use together with such other documents, our “Terms”) govern your use of the Services.

Please read our Terms carefully since they are legally binding and have sections which are important, including in regards to liability which may apply to you in certain circumstances.  By using the Services, you confirm that you accept our Terms and that you agree to abide by them. The word “you” in these Terms of Use refers to the person who is subscribing to our Services acting solely for the person’s own benefit or acting on behalf of others, including a corporation or other legal entity (“Other Persons”). If you are acting on behalf of Other Persons, you are (i) binding them to the obligations of our Terms, and (ii) warrant that you have the authority, actual or implied, to bind such Other Persons to our Terms.

If you do not agree to our Terms, please do not use our Services. Any continued use of the Services by you shall be deemed as your consent to our Terms of Use.

1. ENGAGEMENT

 1.1 Engagement

The veterinary practice (the “Business”) is engaging LifeLearn Inc. (“LifeLearn”) as an independent contractor for the purposes of developing and maintaining a website to be hosted by LifeLearn with a third party cloud provider, as further set forth in the order form (the “Order Form”), which shall form part of the Terms.

2. DELIVERY OF SERVICES

2.1 Services

By submitting an Order Form, the Business hereby agrees to the Terms under which the Services are provided. Your use of the Services is subject to your payment of the ongoing monthly or annual subscription fee, as the case may be (the “Fees”), as further set forth in Section 6. By accepting such Order Form, LifeLearn hereby agrees to provide on a best efforts basis those Services during the Term of your subscription to the Services.

2.2 Supplemental Services

In the event the Business requests services in addition to those requested on the applicable Order Form (the “Supplemental Services”), LifeLearn shall use commercially reasonable efforts to provide the Supplemental Services. LifeLearn shall notify the Business of additional fees to be incurred by the Business for the Supplemental Services in advance of providing such Supplemental Services.

3. LIFELEARN OBLIGATIONS

3.1 Service Level

Service interruptions may occasionally occur. Please see Service Level Agreement for LifeLearn Online Services, attached hereto as “Schedule A”, for the service levels applicable to the Services herein, which only apply to the web-hosting services provided by LifeLearn to the Business, and not to service interruptions caused by factors outside of LifeLearn’s reasonable control, which for greater clarification, includes but is not limited to, any actions or inactions of the Business; the Business’ computer hardware;   any third party equipment not within the control of LifeLearn or a Force Majeure Event.

3.2 Service Performance Warranty

LifeLearn warrants that it shall perform Services in a manner at least consistent with industry standards as reasonably applicable to that performance.

3.3 Limitation of Warranty

Except for the warranties specifically expressed in this Section 3, the Services are provided entirely at the Business’ risk. LifeLearn does not make, and hereby disclaims, any and all other express and/or implied warranties, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, non-infringement and title, and any warranties arising from a course of dealing, usage, or trade practice. LifeLearn does not warrant that the Services performed hereunder shall be uninterrupted, error-free, or completely secure.

3.4 Disclaimer of Certain Actions

LifeLearn does not and cannot control the flow of data to or from LifeLearn’s network and other portions of the internet. Such flow depends largely on the performance of internet services providers or are subject to control by third parties. At times, actions or inactions of such third parties can impair or disrupt Business’ or its customer’s connections to the internet (or portions thereof). Although LifeLearn shall use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, LifeLearn cannot guarantee that such events shall not occur. Accordingly, LifeLearn disclaims any and all liability resulting from or related to such events.

3.5 Confidentiality and Privacy Policy

LifeLearn collects certain data provided by the Business and the Business’ customers (including without limitation, names, addresses, telephone numbers, e-mail addresses, pet identification and basic medical information) for the purpose of providing password restriction/security and routing of information and requests from the Business’ customers to the Business’ email account(s). Such information collected shall remain confidential to LifeLearn, unless specific authorization is given otherwise. To protect the privacy of the Business and of the customers of the Business, LifeLearn shall not sell, provide or share any information of the Business or of the Business’ customers to any third parties.

3.6 Compliance

The Business acknowledges that the requirements of federal, state and provincial laws, applicable as the case may be, are subject to variable interpretation. LifeLearn shall exercise reasonable professional efforts to correctly interpret and apply WCAG 2.0 Level A – AA requirements, effective as of January 18, 2018. Despite the foregoing, LifeLearn cannot and does not guarantee that the Services shall comply with the interpretation of such requirements by others.

In the event the Business makes changes which are not compliant with the applicable website accessibility regulations, the Business shall be responsible for all damages and liabilities incurred relating thereto, including without limitation, non-compliant changes made by LifeLearn on behalf of the Business.

LifeLearn does not warrant that the website shall be compliant with the changing website compliance laws and legislations.

4. BUSINESS OBLIGATIONS
   

4.1 Warranties of the Business

The Business represents and warrants that the performance of its obligations and use of the Services by the Business, its customers and users shall not violate the acceptable use policy or unreasonably interfere with other LifeLearn customers’ use of LifeLearn services. In the event of any breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, LifeLearn shall have the right, in its sole discretion, to suspend immediately any related service(s) if deemed reasonably necessary by LifeLearn to prevent any harm to LifeLearn and its business. LifeLearn shall provide notice and opportunity to cure such breach if practicable in the circumstances.

4.2 Compliance with Law and Acceptable Use Policy

The Business agrees that it shall use the Services only for lawful purposes and in accordance with the Terms. The Business shall comply at all times with all applicable laws and regulations. The Business acknowledges the information it and its users transmit and receive complies with all applicable laws and regulations.

5. TERM

 5.1 Term

The term for each Service (the “Term”) shall commence upon receipt of a signed Order Form (the “Commencement Date”). The Term shall automatically renew on a monthly or annual basis, as the case may be, unless the Business notifies LifeLearn in writing at least thirty (30) days in advance of the intended date of cancellation of such Services.

6. FEES AND PAYMENT TERMS

 6.1 Billing

The setup fee billed on date of sale. Monthly/Annual billed 30 days after date of sale.

6.2 Fees and Payment

Your use of the Services is subject to your payment of the ongoing monthly and/or annual subscription fee (the “Subscription Fee” or “Fee”). All Fees may be changed by LifeLearn at its discretion but any such change will only impact the subscription period after the expiry of Term (as defined below). Fees shall be billed in Canadian or United States dollars depending on which jurisdiction is applicable to you and your purchase of Services. Fees are payable by credit card (Visa, MasterCard or American Express) or by providing valid bank account information for LifeLearn to automatically withdraw funds from. You are responsible for ensuring a current and valid payment method is on file with LifeLearn at the time of billing.

If your payment is past due, LifeLearn may, at its sole discretion, (1) administer a fee for non-sufficient funds in case a payment method (e.g. credit card) fails, (2) suspend or terminate the Service, and (3) pursue all remedies otherwise available to us. You agree to reimburse LifeLearn for any reasonable costs and expenses incurred in the course of collecting payment past due. Any amount not paid when due shall be subject to late fees at a rate of two percent (2%) per month (or the maximum amount allowable by applicable law, whichever is less).

6.3 Refunds and Cancellations

Annual Subscription. Annual subscriptions are non-refundable during the term of service and shall automatically renew on a yearly basis, as the case may be, unless the Business notifies LifeLearn by calling at 1-888-336-2720 at least thirty (30) days in advance of the intended date of cancellation of such services.  Your receipt and access to the services will end as of the final day of your service term.

Monthly Subscription. Monthly subscriptions may be canceled at least thirty (30) days prior to your next billing date to stop further charges on your account. You may request a cancelation of your subscription by calling LifeLearn at 1-888-336-2720. Your receipt and access to the services will end as of the final day of your service term.

6.4Taxes

All Fees charged by LifeLearn for the Services are exclusive of sales, or other value added taxes. The Business agrees it is responsible for and shall pay in full all such taxes.

7. INTELLECTUAL PROPERTY OWNERSHIP, DOMAIN NAME AND OWNERSHIP OF SOFTWARE

 7.1 Intellectual Property

Except for the rights expressly granted herein, the Terms does not transfer from LifeLearn to the Business any proprietary technology, including without limitation, software, content and images. All rights, title and interest in and to such technology, content and images shall remain under the exclusive ownership of LifeLearn. Without limiting the foregoing, any information submitted by the Business including text and photographs shall remain under the exclusive ownership of the Business.

7.2 Domain Name

The Business assumes all responsibility for selecting its domain name and ensuring its use of such domain name does not conflict with the right of any other person. Without limitation, LifeLearn shall not be liable to the Business or any other person for any actual or threatened termination of the Business’ right to use a domain name. The domain name remains the exclusive property of the Business. The Business agrees to pay any third party costs associated with obtaining a domain name and acknowledges that LifeLearn is the owner of the internet protocol number assigned to such domain name and templated website design hosted by LifeLearn, if any.

7.3 Ownership of Software

Any software utilized, licensed or otherwise deployed during the provision of Services will at all times remain the sole and exclusive property of LifeLearn or its licensor, as applicable, and Customer shall obtain no rights or title to the Software other than the use rights granted herein unless explicitly set out in writing by an authorized LifeLearn representative in respect of customized work product which includes specific software code that is identified as being created for you, subject to any license-back provisions which may apply. 

8. INDEMNIFICATION AND LIABILITY

8.1 Indemnification

a) You agree to indemnify and hold harmless LifeLearn, its affiliates, and their respective officers, directors, employees, agents, successors and permitted assigns from and against any and all claims and expenses, including legal fees and disbursements, arising out of: any use of the Services, including your violation of any of the provisions in these Terms of Use; improper handling of any data; allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants or obligations under these Terms of Use; or negligence or willful misconduct by you or any third party on your behalf in connection with these Terms of Use.

b) In the event you are a California resident, you waive California Civil Code Section 1542, which says: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

c) We may, at our sole discretion and expense, choose to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent.

8.2 Limitation of Liability

a) UNDER NO CIRCUMSTANCES SHALL LIFELEARN BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING IF ARISING FROM OR RELATED TO ANY SERVICES, RELIANCE ON SERVICES, INABILITY TO USE THE SERVICES, OR THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION OF LIABILITY SHALL APPLY WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF LIFELEARN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE.

b) THIS LIMITATION OF LIABILITY SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES OR ANY INFORMATION, GOOD, SERVICE, OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SERVICES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

c) SOME STATES, PROVINCES, OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU but you agree that the LIAIBLITY SHALL BE LIMITED TO $10.

9. TERMINATION

 9.1 Termination for Cause

We may terminate your use if: (i) you breach any material term or condition of the Terms and fails to cure such breach within thirty (30) days after receipt of written notice of same, except in the case of failure to pay Fees, which must be cured within five (5) days after receipt of written notice from LifeLearn; (ii) you become the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or proceeding for the benefit of creditors; or (iii) you becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or proceeding for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

9.2 Termination for Convenience

The Business may terminate its use of the Services by calling LifeLearn at 1-888-336-2720 subject to Section 6 above. LifeLearn shall cease providing Services thirty (30) days after the receipt of notice of same. In the event the Services are terminated for convenience by the Business, the Business shall not be refunded for the billing period, annually or monthly, as the case may be, in which such termination has taken place.

9.3 No Liability for Termination

Neither party shall be liable to the other for any termination or expiration of any Services or the Terms in accordance with its terms.

9.4 Effect of Termination

In the event your use is terminated for cause by LifeLearn pursuant to Section 9.1, LifeLearn shall cease providing the Services immediately, and in such case, if applicable, the Business shall not be refunded for the billing period, annually or monthly, as the case may be, in which such termination event has taken place.

Any information submitted by the Business including text and photos shall remain under the ownership of the Business.

9.5 Survival

The following provisions shall survive any expiration or termination of the Terms: Sections 3.3 (Limitation of Warranty), 3.5 (Confidentiality and Privacy Policy), 6 (Fees and Payment Terms), 7 (

Intellectual Property Ownership, Domain Name and Ownership of Software), 8 (Indemnification), 9 (Termination) and 10 (Miscellaneous Provisions).

10. MISCELLANEOUS PROVISIONS

10.1 Force Majeure

Except for the obligation to make payments, LifeLearn shall not be held liable for delay or failure in performance under the Terms resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, new or ongoing pandemics and public health emergencies (each a “Force Majeure Event”).

10.2 Governing Law & Forum

Our Terms and any access to or use of the Services shall be governed by, and construed in accordance with the internal laws of the Province of Ontario and the federal laws of Canada, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the province of Ontario. Any dispute that arises in respect of or from these Terms of Use shall be finally resolved by the courts of the Province of Ontario exclusively and you shall agree that such courts shall have exclusive jurisdiction, except in any case where we are seeking equitable relief, which we may seek from any court of competent jurisdiction.

10.3 Assignment

The Business may assign the Terms, in whole, as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. The Business may not otherwise assign its rights or delegate its duties under the Terms, either in whole or in part, without the prior written consent of LifeLearn. The Terms shall bind and inure to the benefit of each party’s successors and permitted assigns.

10.4 Right to Amend

LifeLearn reserves the right to change the Terms subject to notification to the Business, provided that any change in Fees shall not be applicable until the next renewal term, as applicable, subject to Business’ ability to exercise its rights under Section 9.2 in the event you do not accept the change in Fees. The Business’ continued use of LifeLearn’s services provided under the Terms shall be deemed to be acceptance of each of the modifications, which shall thus be incorporated into the Terms. The latest version of the Terms can be found on at www.lifelearn.com.

10.5 Notice

Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by e-mail or other notice published on-line, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as listed on the Order Form or at such other address as may hereafter be furnished in writing by either party to the other. Such notice shall be deemed to have been given as of the date it is delivered, mailed, e-mailed, published on- line, faxed or sent.

10.6 Relationship of Parties

LifeLearn and the Business are independent contractors and the Terms shall not establish any relationship of partnership, joint venture, employment franchise or agency between LifeLearn and the Business. Neither LifeLearn nor the Business shall have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein. LifeLearn and the Business agree that LifeLearn is acting as a common carrier in its capacity of providing the Services and is not a publisher of any material or information and has no right to edit or censor the material or information of its customers. 

10.7 Severance

If any provision of the Terms is found to be invalid by a court of competent jurisdiction, the other provisions of the Terms will remain in full force and effect.

10.8 Entire Terms

These Terms of Use, in combination with all policies and guidelines of LifeLearn (including the Privacy Policy), incorporated by reference, constitute the entire Terms between LifeLearn and you and supersede all prior communications, agreements and understandings, written or oral, with respect to the subject matter of our Terms.

SCHEDULE A

SERVICE LEVEL AGREEMENT FOR LIFELEARN ONLINE SERVICES

Introduction

The Service Level Objectives for LifeLearn Online Services (the “SLO”) applies to the services you subscribed for under a licensing agreement or another agreement which sets out the terms of use of LifeLearn Online Services (each such agreement, the “Agreement”). Capitalized terms used herein but are not otherwise defined in this SLO shall have the meaning assigned to them in the Agreement. This SLO applies only to the LifeLearn Online Services listed in this document (a “Service” or the “Services”) and not to any third-party services which may be provided in connection (including but not limited to a bundled offering) with LifeLearn’s Services or in connection with the equipment used to utilize such Services.

We aim to maintain a high level of availability of Services and aim to inform our Customers in the event we make any material changes to our SLO.

1. Definitions

“Access” means receipt by an authorized user of Service to performance of a Service function in

a manner normally intended.

“Downtime” means the number of hours, when a user is unable to have any Access to the Service (but not in respect to any add-ons which are not offered in the ordinary course of business by LifeLearn).

“Excused Downtime” means down time in relation to (i) Scheduled Maintenance; (ii) execution of maintenance or support services with respect to any applicable software or other separate written agreement between the parties; and (iii) Third-Party Downtime.

“LifeLearn Online Services” means those services set out below as amended from time to time.

“Monthly Uptime Percentage” means the percentage of time in a month for which the Service is

available.

“Scheduled Maintenance” means any scheduled outages or downtime for maintenance, upgrades, enhancements or changes of a Service, as scheduled by LifeLearn and for which LifeLearn may publish a notification to Service recipients, multiplied by the total number of authorized users of the Service.

“Third-Party Downtime” means the number of hours, where Service is not available which is directly or indirectly attributable to a third-party’s product, solution or service, including but not limited to network latency, hardware issues, operating system issues, other third party software crashes which impact access to and use of LifeLearn Services, multiplied by the total number of authorized users of the Service.

“User Hours” means the total number of hours in a month minus Excused Downtime.

2. Service Level Objectives

a) Additional Definitions

“Monthly Uptime Percentage” shall mean the percentage calculated using the following formula:

Monthly Uptime Percentage = (Hours in the month – Downtime + Excused Downtime)/( Hours in the month) x 100.

2.1 Service Availability

LifeLearn shall use reasonable efforts to achieve the target Service Availability Goal of 98% monthly network uptime except during a Scheduled Maintenance (“Service Commitment”). Notwithstanding the foregoing, the Business recognizes that the Internet is comprised of thousands upon thousands of autonomous systems that are beyond the control of LifeLearn. Routing anomalies, asymmetries, inconsistencies and failures of the Internet outside of the control of LifeLearn can and will occur, and such instances shall not be considered any failure of the ninety-eight percent (98%) monthly network uptime.

2.2 Scheduled Maintenance

The parties agree that LifeLearn shall provide Scheduled Maintenance, which may result in system downtime. LifeLearn shall use commercially reasonable efforts to limit Scheduled Maintenance. LifeLearn shall notify the Business prior to performing any Scheduled Maintenance which LifeLearn predicts will cause system downtime outside of standard Scheduled Maintenance times.

LifeLearn shall attempt to conduct Scheduled Maintenance during the times as specified in Table 1 – Scheduled Maintenance Times, below. However, the parties agree that it may be necessary for LifeLearn to perform Scheduled Maintenance during times other than those specified in Table 1, and LifeLearn reserves the right to perform Scheduled Maintenance during times other than those specified in Table 1. Scheduled Maintenance times outlined below represent the available block of time the website will be down rather than the total time the website will be down for maintenance.

Table 1 – Scheduled Maintenance Times