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PRIVACY AND GENERAL TERMS OF USE

Last revision: October 2019

 

By accessing or using instinct.vet or our applications (we use the term “Instinct” to refer to our website and applications), you agree and intend to be legally bound by these Terms of Use, including any changes that may be posted on Instinct from time to time.  You should not use Instinct if you have any objections to any of these terms.

 

INSTINCT SOFTWARE

 

Your risks regarding data

Our veterinary software is a documentation tool.  As such, the software does not, and is not intended to, provide diagnosis, practice guidelines, advice or protocols for delivering patient care.  It does not provide or constitute medical advice or a substitute for medical knowledge or judgment, all of which will be your sole responsibility.  

 

You are solely responsible for your professional services.  Even though you use our software, you are solely responsible for all aspects of the medical, diagnostic, therapeutic and related professional services you deliver.  This is the case even if the software produces errors or presents data that is not complete or correct.

 

You remain solely responsible for your patient information, even if it is produced or stored by our software, for your patient care requirements, legal or regulatory requirements or other use.

 

The software may fail to function, become inoperative or inaccessible, produce errors, or lose, compromise, corrupt or inaccurately report your data.  The software may experience a security intrusion or data breach. It is your responsibility to save and back-up your data, and you should do so on a regular basis.

 

You may access and use the software only through the user name and/or password/PIN provided by us.  You are responsible for any use of, and activities that occur under, your accounts or password, whether or not you authorized them.

 

Waiver of claims against us

You waive and release all liabilities, losses, claims, demands, disputes, damages, and costs of any kind, including reasonable attorneys' fees and costs of litigation (“Damages”) against us, including any mental or bodily harm, injury or death or loss or damage to property, however it may occur, that arise out of your use of Instinct or our software, except for any arising out of our acts or omissions in violation of these Terms of Use.

 

Our limitations of liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL WE OR ANY OF OUR AFFILIATES BE LIABLE FOR ANY DAMAGES INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, RESULTING FROM THE USE OF INSTINCT, THE INSTINCT SOFTWARE, ANY PRODUCT OR INFORMATION MADE AVAILABLE THROUGH INSTINCT OR THE SOFTWARE (OR ANY ACCESS TO OR DISCLOSURE THEREOF), OR ANY OTHER MATTER RELATING TO INSTINCT.  

 

YOU HEREBY WAIVE AND RELEASE ALL RIGHTS RELATING TO THE FOREGOING.

 

THESE LIMITATIONS MAY APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

 

Your indemnification obligations

You agree to indemnify and hold harmless us, our affiliates, and our respective owners and representatives from and against any and all Damages, resulting from or in any way connected with your use of Instinct or the Instinct software, your violation of these Terms of Use, or any of your other acts or omissions.


 

PRIVACY

 

Information you provide about yourself

 

  1. Private information.  When you “sign up” or create an account with Instinct, you provide us, at a minimum, with your first and last names, email address, practice or organization information and a password. This is information that can be uniquely identified with you or provide access to your account.  We will keep this information private, except as provided in these Terms of Use.

  2. Other information.  When you “sign up” or create an account with Instinct, you may also provide us with additional personally identifiable information through notes that you leave with us.  We also will keep this information private, except as provided in these Terms of Use.

Information we collect

 

  1. Site activity information. We keep track of most of the actions you take on Instinct.  Additionally, certain anonymous information may be passively collected (that is, gathered without your actively providing the information) using various technologies, including cookies.   Please see how we use this data below for additional information about why we collect this data.

  2. Access device and browser information. When you access Instinct from a computer, mobile phone, or other device, we may collect information from that device about your browser type, location, and IP address, as well as the pages you visit.

  3. Web token information. We may use web tokens and "cookies" (small pieces of code or data we transmit to or store for an extended period of time on your browser, computer, mobile phone, or other device) to make Instinct easier to use, to make our communications better, and to protect both you and Instinct.  You can remove or block web tokens and cookies using the settings in your browser, but in some cases that may impact your ability to use Instinct.

How we share and use your information

We may utilize information that does not personally identify you in order to personalize Instinct for our users.  We do not sell or share your personally identifying information with advertisers. We do not share personal information with third parties for their direct marketing purposes.

To generate market research

We do not sell or share your personally identifying information.  However, we may use information that is not personally identifying (so long as it has been disconnected from your unique personally identifiable information) without limitations or restrictions, for any purpose, even after you delete your account.  These purposes may include, among others, producing market research reports or providing dashboard database access for third party market research.

 

To offer joint services

We may provide services jointly with other companies. We may share your information to facilitate that service.  However, we will identify the partner and present the joint service provider’s privacy policy to you before you use that service.

 

To work with our service providers

We may share your information with service providers who are working with us in connection with the operation of Instinct or our services or software. These service providers may have access to your private and public personally identifying information only to perform services on our behalf and will be obligated not to disclose it or use it for any other purposes.

 

To manage or promote the service

We use information we collect (including the information you provide, such as personally identifiable information, information provided publicly and passively collected anonymous information) to provide the services and features of Instinct to you and to administer Instinct.  This includes to analyze, measure, improve, market, promote and customize Instinct, as well as to prevent potentially illegal activities, detect and address anomalous activity and screen content to prevent abuse, and to enforce our Terms of Use (using a variety of technological systems).  We may also use this information to promote Instinct and for our business development. Under no circumstance will your personally identifying information be disclosed by Instinct for any of these purposes.

 

To contact you

We may contact you with service-related announcements, marketing communications, promotions and other information.  We may include personally identifiable information and content you see on Instinct in the communications we send to you.

 

To respond to legal requests and prevent harm

We may disclose information pursuant to subpoenas, court orders, or other requests (including criminal and civil matters) if we have a good faith belief that the response is required by law. We may also share information when we have a good faith belief it is necessary to prevent fraud or other illegal activity, to prevent imminent bodily harm, or to protect ourselves and you from people violating our Terms of Use. This may include sharing information with other companies, lawyers, courts or other government entities.

Transfer in the event of sale or change of control

If the ownership of all or substantially all of our business or Instinct changes, we may transfer your information to the new owner so that the service can continue to operate.  In such a case, your information would remain subject to this privacy policy or a privacy policy that, at a minimum, protects your privacy to an equal degree as this policy.

 

Rights to content

The content of any information that is not personally identifying to you, such as any suggestions or ideas you provide to us, becomes our property for any use we may determine, without any notice or compensation to the author.

Other requirements

We may use information about you for any other purpose that we determine in our reasonable discretion is necessary or appropriate in connection with the operation of Instinct, including maintaining, termination or transferring accounts, enabling or restricting access to accounts or ensuring compliance with our policies or applicable legal requirements.  We will share your information with third parties when we believe the sharing is permitted by you or is reasonably necessary in connection with the operation of Instinct or when legally required to do so.

 

How you can change or remove information

 

  1. Editing and deactivating your profile. You may change or remove your profile information at any time by providing us written notice.  If you want to stop using your account you may deactivate it or delete it. When you deactivate an account, it will not be deleted. We save your profile information in case you later decide to reactivate your account.  When you delete an account, it is permanently deleted from Instinct and may never be reactivated. When we delete your account, this means we delete all personally identifying information, but we do NOT delete information that is not personally identifying.  By using Instinct, you agree that we may keep this information permanently.

  2. Limitations on removal. Even after you remove information from your profile or delete your account, copies of that information may remain viewable on Instinct and elsewhere to the extent it has been shared publicly or with others.  Additionally, we may retain certain information to prevent identity theft and other misconduct even if deletion has been requested. We may retain backup copies of removed and deleted information and may use such information for the purposes described in and in accordance with these Terms of Use.

 

How we protect information

 

  1. Steps we take to keep your information secure. We utilize third party security infrastructure (website/application hosting, database management, cloud servers) that is consistent with commercially reasonable practices in the United States.  We have implemented technical and organizational measures that we believe will ensure a level of data security appropriate to the risk and severity of disclosure, taking into account the state of the art in the United States, the costs of implementation and the stage of our company, and the nature, scope, context and purpose of our obtaining and using your information.  We provide access security solely by providing you with access to and use of Instinct through a combination of usernames and passwords. We also may use automated and social measures to enhance security, such as analyzing account behavior for fraudulent or otherwise anomalous behavior, may limit use of site features in response to possible signs of abuse, may remove inappropriate content or links to illegal content, and may suspend or disable accounts for violations of our Terms of Use.  But you should keep in mind that no Internet transmission is ever completely secure or error-free.

  2. Risks inherent in sharing information.  Please be aware that no security measures are perfect or impenetrable. We cannot guarantee that only authorized persons will view your information. We cannot ensure that information you share on Instinct, including personally identifiable information, will not become publicly available. We are not responsible for third party circumvention of any privacy settings or security measures on Instinct or that we use or have implemented. You can reduce these risks by using common sense security practices such as choosing a strong password, using different passwords for different services, and using up to date antivirus software.

 

Links

These privacy terms of use do not apply to websites linked to/from or using Instinct or to entities or applications that Instinct does not own or control.  Instinct is not affiliated with and does not endorse content, items or services of those websites or third-parties. When you click on links on Instinct, you may leave our site.  Instinct is not responsible for the privacy practices of other sites, and we encourage you to read their privacy statements. Instinct has no responsibility or liability for the availability of such external websites, or for the privacy, use, storage or transfer of your information or the content, advertising, products, or other materials shared by you or available through such websites.

 

Report violations

You should report any security violations to us at legal@Instinct.com.


 

GENERAL

 

Your account

 

  1. You may not create more than one account or create an account for anyone other than yourself other than a care recipient for whom you are legally authorized to do so.  You may not transfer your account. You may not solicit login information or access an account belonging to someone else.

  2. If we disable or terminate your account, you may not create another one without our permission.

  3. You may not share your username or password, let anyone else access your account, or do anything else that might jeopardize the security of your account.  You are solely responsible for maintaining the confidentiality of your account and the privacy of your account information. You are also solely responsible for all activity on your account, including all purchases made or content provided through your account (with or without your knowledge or consent).

  4. Personal information that you submit to us is governed by our Privacy Terms of Use.

 

It is critical that you keep you account access information private and not share it with anyone.  If you lose your access credentials, or feel like they have been stolen or made public, please change them immediately.  

 

Content you provide

 

  1. You hereby sell, transfer and assign to us your entire right, title and interest in and to all trademarks, trade secrets, inventions, improvements, ideas or copyrightable works, including all rights to obtain, register, perfect and enforce these proprietary interests, which relate to Instinct.  Whether during your membership or thereafter, you will execute and deliver to us such formal transfers and assignments and such other documents as we may reasonably require.

  2. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about Instinct provided by you are non-confidential and shall become the sole property of ours.  We will own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such information for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

  3. You may not access Instinct or collect users' content or information using automated means (such as harvesting bots, robots, spiders, or scrapers).

  4. You may not upload viruses or other malicious code.

  5. You may not do anything that could disable, overburden, or impair the proper working of Instinct, such as a denial of service attack.

 

User etiquette  

 

  1. You may not facilitate or encourage any violations of this Terms of Use.

  2. You may not post content or take any action on Instinct that infringes or violates someone else's rights or otherwise violates the law, including the rights of any healthcare provider. We can remove any content or information you post on Instinct if we believe, at our discretion, that it violates this Terms of Use or the law.  If we remove your content for infringing someone else's copyright, and you believe we removed it by mistake, we may provide you with an opportunity to appeal. If you repeatedly infringe other people's intellectual property rights, we may disable your account when appropriate.

 

Termination by us
If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for us, or take any action or omission that we reasonably deem inappropriate in our sole discretion, we can suspend your access to or use of Instinct or terminate your account. We may use any means we determine to identify violations of this Terms of Use.

 

Modifications to Terms of Use

We may make changes to these Terms of Use from time to time in our sole discretion and may post any such changes on Instinct. Each time changes are made, notice of these changes may be posted on the home page.  Your continued use of Instinct following the posting of changes constitutes your acceptance of any such changes.

 

Modification or suspension of Instinct

You agree that we may, in our sole discretion, and at any time, modify, discontinue, or suspend its operation of Instinct, or any part of Instinct, temporarily or permanently, without notice to you, and you agree that we will not be liable for any consequences of doing so.

 

Contact information

If you have any questions or concerns with respect to these Terms of Use or Instinct you may contact a representative of Instinct at legal@Instinct.com.

 

Electronic communications

When you communicate with us via email or through Instinct, you are communicating with us electronically. You agree that we may communicate electronically and that such communications are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

 

Compliance with laws

You agree to comply with all applicable laws, statutes, rules and regulations regarding your use of Instinct or our software, including intellectual property laws and privacy laws.

Protection of Instinct intellectual property rights

You acknowledge that content available through Instinct, including content in the form of text, graphics, software, music, sound, photographs, and videos, is protected by copyright law, trademark law, patent law, and/or other proprietary rights and laws.  

 

Except as otherwise noted, all content posted on Instinct is:

 

Copyright © 2016-Present Instinct Science, LLC

All Rights Reserved

 

You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, license, reverse engineer, or create derivative works based on Instinct or any content available through Instinct.

 

You may not download, transmit, reproduce, copy, reprint, modify, rewrite, create derivative works from, distribute, publicly display, publicly perform, license, lease, transfer or sell content retrieved from Instinct in any way, for any public or commercial use or provide it to any commercial source, including other websites, regardless of whether or not you receive compensation, without the express, prior our written permission.

 

You may not frame any trademark, logo, or other proprietary information on Instinct, without our express, prior written consent, and you may not remove or obscure the copyright notice or other notices displayed on the content.  

 

Nothing contained in these Terms of Use or on Instinct shall be construed as conferring any license or right, expressly, by implication, by estoppel, or otherwise.  Any rights not expressly granted in these Terms of Use are reserved.

 

Trademarks/service marks

The trademarks, logos, service marks, names and tag lines, including “Instinct”, displayed on Instinct (collectively the “Marks”) identify Instinct’s products and services, and inform the public that we are the source of those products and services.  Nothing contained on Instinct should be construed as granting any right or license to use any Mark displayed on Instinct. Your misuse of any Mark is strictly prohibited, including without limitation, your use of the Marks in any of the following ways:

 

  • To identify materials or services that are not Instinct materials or services;

 

  • In, as, or part of your own trademarks or services marks;

 

  • In an manner likely to cause confusion;

 

  • In a manner that implies inaccurately that Instinct or we sponsor, endorse or are otherwise connected with you, your products, services or other activities; or

 

  • In a manner that disparages Instinct, us or dilutes the Marks.

 

You are also advised that we may enforce our intellectual property rights to the fullest extent of the law.  You agree not to display or otherwise inappropriately use any Marks without our prior written permission.

 

Disclaimer of warranties with respect to use of Instinct

INSTINCT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDINGANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

 

WE DO NOT MAKE ANY WARRANTY THAT INSTINCT MAY MEET YOUR REQUIREMENTS.

 

WE MAKE NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF INSTINCT OR AS TO THE ACCURACY, QUALITY, OR RELIABILITY OF ANY REVIEW POSTED ON OR INFORMATION OBTAINED THROUGH INSTINCT.

 

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF INSTINCT IS USED AT YOUR OWN RISK AND THAT YOU MAY BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

Severability of Terms

If any provision of these Terms of Use is found by a court or other binding authority to be invalid, you agree that every attempt shall be made to give effect to the parties' intentions as reflected in that provision, and the remaining provisions contained in these Terms of Use shall continue in full force and effect.

 

Applicable Law

These Terms of Use and the resolution of any dispute related to these Terms of Use or Instinct (including our privacy terms of use) shall be governed by and construed in accordance with the laws of the United States, including federal copyright and trademark laws, and with the laws of the Commonwealth of Pennsylvania applicable to contracts entered into and to be wholly performed therein, without giving effect to any principles of conflicts of law or choice of law.

 

Arbitration

THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS YOU MAY HAVE AGAINST US OR THAT RELATE IN ANY WAY TO OR ARISE OUT OF THESE TERMS OF USE OR YOUR USE OF INSTINCT SHALL BE FINAL AND BINDING ARBITRATION.  

 

Notwithstanding the foregoing, to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated these Terms of Use, then you and we acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought.

 

Either you or we may demand that any dispute between you and us about or involving our services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Philadelphia, PA, provided that the foregoing shall not prevent us from seeking injunctive relief in a court of competent jurisdiction.

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF INSTINCT OR OUR SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.

 

In the event that the required arbitration provisions above are not enforced for any reason, any legal action or proceeding between us and you related to these Terms of Use or Instinct (including our privacy policy) shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Philadelphia, PA and you agree to submit to the personal and exclusive jurisdiction of such courts and waive any right or claim that this is an inconvenient forum.

 

Consent to collection and processing in the United States

By using Instinct, you consent to having your personal data transferred to and processed and stored in the United States.  The Instinct website and services are hosted in the United States and are intended for and directed to Users in the United States. If you are a User accessing Instinct from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure, that differ from United States laws, please be advised that through your continued use of the Instinct which are governed by U.S. law, our Privacy Terms of Use, and our Terms of Use, you are transferring your personal information to the United States and you consent to that transfer.

 

About children.  Instinct is not intended for children under the age of 18, and as provided in the Terms of Use, you must be at least 18 to use Instinct.  If you are under age 18, please do not attempt to register for Instinct or provide any information about yourself to us. If we learn that we have collected personal information from a child under age 18, we will delete that information as quickly as possible. If you believe that we might have any information from a child under age 18, please contact us at legal@Instinct.com.

Who we are.  Instinct is a website and application platform owned and operated by Instinct Science, LLC.  As used in these Terms of Use, “we”, “us” and “our” means and refers to Instinct Science, LLC.  

 

In these Terms of Use, “include” (and terms such as “includes” and “including”) shall not be construed as a term of limitation but shall be construed as if followed by the words “without limitation.”