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Legal

Software Subscription Terms

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Revised: March 1, 2025

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These Software Subscription Terms (the “Subscription Terms”) are a binding contract between you (“Customer,” “you,” or “your“), and Educational Concepts, LLC (“Instinct,” “we,” or “us“). These Terms govern Customer’s access to and use of the Software (defined below). If you do not agree to these Subscription Terms, you may not obtain access or use the Software. These Terms take effect when you purchase a license to Software, or otherwise access or use the Software. You hereby: (a) acknowledge you have read and understand these Subscription Terms; (b) accept these Subscription Terms and agree that they legally bind you; and (c) if you are entering into these Subscription Terms on behalf of another person or organization, you represent and warrant that you have the authority to enter into these Subscription Terms.

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1. Definitions

All capitalized terms shall have the meanings ascribed to them below or as otherwise defined in the applicable section of these Subscription Terms. 

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  • “Authorized User” means your employees (a) who are authorized by you to access and use the Software under the rights granted to Customer under the Subscription Terms and (b) for whom access to the Software has been purchased hereunder.

  • “Content” means all content made accessible to Customer and/or Authorized Users via the Software, including all drug monographs, drug interactions, pet owner handouts, algorithms, clinical monographs, and the Documentation.

  • “Customer Data” means information and data submitted or transmitted by Customer or any Authorized User in connection with the use of the Software.

  • “Documentation” means Instinct’s catalog, user manuals, handbooks, guides, and other materials relating to the Software, as may be provided or made available by Instinct to Customer from time to time either electronically or in hard copy form, including all end-user documentation relating to the Software.

  • “Fees” shall mean the fees Instinct charges to Customer for the Software.

  • “Instinct IP” means the Software, the Documentation, Content, and all other information and data provided to you or your Authorized Users in connection with the use of the Software; for the avoidance of doubt, Instinct IP includes Statistics (as defined in Section 5.4), but does not include Customer Data.

  • “Intellectual Property Right” means all worldwide intellectual property rights, including copyrights, patent rights, trademark rights, trade secret rights, rights in know-how, developments, authors’ rights, rights of attribution, and other proprietary rights, and all registrations and applications therefor and rights to apply for registration or protection of the same anywhere in the world. 

  • “Software” means Plumb’s Veterinary Drugs®, Plumb’s Pro™, or Standards™, including all existing and future updates and features.

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2. Software Access

2.1 Generally. Subject to and conditioned on Customer’s payment of all Fees and compliance with the terms and conditions of these Subscription Terms, Instinct grants Customer and its Authorized Users a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Software and Documentation solely for your internal business operations.  


2.2 Account Use. Customer is solely responsible and liable for all uses of the Software, including by Authorized Users, regardless of whether such access or use is permitted by or in violation of the Subscription Terms. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User will be deemed attributable to Customer. Customer will ensure all Authorized Users are aware of the requirements of the Subscription Terms and will ensure Authorized Users comply.


2.3 Unauthorized Access. Instinct is not responsible for any unauthorized access or use of the Software. Customer’s use of the Software may not exceed any applicable limitations on the number of Authorized Users or the frequency or number of content item requests. Customer is responsible for keeping passwords and access credentials associated with the Software confidential, and will not sell or transfer them to any other person or entity. Customer will promptly notify Instinct about any unauthorized access or use of its passwords, credentials, or systems used to access the Software. Unless otherwise agreed by Instinct in writing or permitted through Software functionality, Customer may not transfer or reassign Authorized User accounts.


2.4 Restrictions. Customer and Authorized Users shall not use the Software or Content for any purposes beyond the scope of the access granted in these Subscription Terms. Customer shall not (and will ensure that Authorized Users do not) at any time, directly or indirectly: (a) download, distribute, copy (including via scraping) or publish Content; (b)  modify, or create derivative works of the Content or the Software (or any portion or aspects thereof), in whole or in part; (c) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software; (d) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any Instinct Software, in whole or in part; (e) remove any proprietary notices from the Software or Content; (f) use the Software or Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law, regulation, or rule; (g) use any robot, spider or other automatic device, process or means to use the Software or Content; (h) use any Content in connection with any artificial intelligence, including any machine learning or neural network models, or upload any Content to any artificial intelligence system; (i) use the Software or Content in any manner that, in Instinct’s sole discretion, is adverse to Instinct’s business interests; or (j) assist any third party in performing the foregoing. For clarity, Customer and Authorized Users may not use the Software or Content to author any works of authorship for any business or commercial purpose, for any type of public use or public presentation, or to train any type of artificial intelligence model.  


2.5 Downloadable Content. Use of the Software may include an ability to download specific Content (“Downloadable Content”). Under no circumstance may Downloadable Content be (a) disseminated or re-posted on public-facing or third-party websites of any type or for any purpose or (b) stored on your computer hardware or hosted storage platforms. Customer acknowledges that the sole purpose of Downloadable Content is to provide the information to veterinary clients or pharmaceutical patients. All Downloadable Content remains subject to the terms of the Subscription Terms.


2.6 Acceptable Use Policy. Customer represents and warrants that all use of the Software will comply with the Acceptable Use Policy.


2.7 Third-party Products. The Software may permit access to and use of products provided by third-party vendors (“Third-party Product(s)”). Customer’s use of Third-party Products is subject to separate terms and conditions provided by the vendor of each Third-party Product. If Customer does not agree to abide by the applicable terms for any such Third-party Product, Customer shall not install, access or use such Third-party Product. Instinct shall have no liability to Customer relating to the Third-party Products.  ALL THIRD-PARTY PRODUCTS ARE PROVIDED “AS IS.” INSTINCT MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.


2.8 Access Suspension. Instinct, in its sole discretion, may temporarily suspend Customer’s or any Authorized User’s access to the Software if: (a) there is a threat to the integrity, accessibility, or security of the Software; (b) any use of the Software or any portion thereof violates the terms of the Subscription Terms; (c) Customer or any Authorized User is using the Software for fraudulent or illegal activities; (d) Customer enters into Bankruptcy (as defined in Section 5.3); (e) provision of the Software to any Authorized User becomes prohibited by applicable law; or (f) an Instinct vendor suspends or terminates access to or use of any Third party Products or other services required to enable Customer to access the Software. So long as Customer maintains an up to date contact email with Instinct, Instinct will use commercially reasonable efforts to provide written notice of any suspension to Customer and to provide updates regarding resumption of access following any suspension. Instinct will use commercially reasonable efforts to resume access as soon as reasonably possible after Customer cures the event giving rise to the suspension. Instinct will have no liability for any damage, liabilities, losses (including any loss of profits), or any other consequences that Customer or any other Authorized User may incur because of a suspension.  Instinct’s right to implement a suspension does not limit or restrict its other rights in the Subscription Terms, including any termination rights.


2.9 User Complaints. If Customer receives any notice claiming that any Content infringes or otherwise violates any Intellectual Property Right or other third-party right, Customer will: (a) promptly notify Instinct in writing (which may include email), including such detail as is available and necessary for Instinct to evaluate and address such complaint; and (b) reasonably cooperate with Instinct in addressing such claims. Additionally, if Instinct instructs Customer to stop using, delete, or make inaccessible any Content for any good faith reason (including because such content may contain errors, is or could be subject to a third-party claim, etc.), Customer will promptly (but in any event within 48 hours) comply with such instruction.
 

​3. Subscription Payments and Term

This section applies to all Software subscriptions purchased through the self-sign-up process on Standards.vet and Plumbs.com.
 

3.1 Payments. The Software is provided on a subscription basis. Customer will choose the subscription and term during the purchase process. Customer will pay all fees immediately when due. The renewal prices are subject to change at any time. If the renewal price changes between renewal periods, Customer will be charged the then-current renewal price at the time of the new renewal. Instinct will not give any refunds.

 

3.2 Automatic Renewal. After the initial subscription period, the subscription will automatically renew for the same period unless Customer opts-out of the automatic renewal. Customer can update the automatic renewal through the online account settings at any time. 

 

4. Managed Account Payments & Term

This section applies to all managed and enterprise Software subscriptions purchased through a member of the Instinct sales team.

 

4.1 Payments. Customer will pay all Fees when due without offset or deduction. Customer will make all payments in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting any other rights and remedies: (a) Instinct may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) Customer will reimburse Instinct for all reasonable costs incurred by Instinct in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (c) if such failure continues for thirty (30) days or more, Instinct may, in its sole discretion, terminate or suspend Customer’s and Authorized Users’ and access to the Software until the past due amounts are paid in full.  

 

4.2 Taxes. All Fees and other amounts payable by Customer under the Subscription Terms are exclusive of taxes and similar assessments. Unless Instinct includes taxes at the time of the purchase, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Instinct’s income. Customer will be responsible for the Fees, including future installment payments, owed for the term of the Subscription Terms. Tax regulations are constantly evolving, so Instinct reserves the right to start collecting taxes for purchases at any time.    

  
4.3 Fee Disputes. If there is any dispute about the amount of Fees set forth on an invoice, the Customer shall pay the undisputed amount in full pending the resolution of the dispute. Upon resolution, the Customer shall pay any adjustment due within thirty (30) days. Instinct will not provide any refunds.


4.4 Term. The term begins and ends on the dates identified in the order form used to purchase access to the Software (“Term”). Subscriptions will automatically renew at the end of the Term, at the then-current price. Student subscriptions will not be subject to auto-renewal. Instinct will provide notice of auto-renewal at least fourteen (14) days before the end of the then-current Term. 

5. Intellectual Property Rights

5.1 Ownership; License. Instinct or its licensors will remain the owners of all Instinct IP. Except as expressly permitted by the Subscription Terms, the Customer may not use any Instinct IP (including any Content) without Instinct’s prior written consent.


5.2 Feedback. If Customer or any of its Authorized Users recommend changes or improvements to the Software, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Instinct is free to use such Feedback without limitation, compensation or attribution, irrespective of any other obligation or limitation between Customer and Instinct governing such Feedback. All Feedback is and will be treated as non-confidential. Customer hereby agrees to assign to Instinct at any time, and will cause its employees, contractors, and agents to assign all rights, title, and interest in Feedback. Instinct shall have no obligation or requirement to use any Feedback.


5.3 Customer Data. As between Instinct and Customer, Customer shall own all rights, title, and interest in and to the Customer Data. Customer hereby grants to Instinct a non-exclusive, royalty-free, fully paid-up, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as permitted under the Subscription Terms or as otherwise may be necessary for Instinct to provide the Software to Customer. Customer is solely responsible for the development, content, operation, maintenance, accuracy, and use of Customer Data. Instinct shall have no liability to Customer for any Software errors relating to Customer Data. Customer acknowledges and agrees that Instinct is not obligated to maintain, store, or make any Customer Data available to Customer. Customer is solely responsible for making copies or backups of all Customer Data. Instinct expressly disclaims all liability for loss, destruction, deletion or unavailability of any Customer Data.  


5.4 Aggregated Statistics. Notwithstanding anything to the contrary in the Subscription Terms, Instinct may monitor Customer’s use of the Software and collect and compile data and information derived from, based on, or otherwise related to Customer Data and Customer’s use of the Software, including statistical and performance information related to the provision and operation of the Software (collectively the “Statistics“). As between Instinct and Customer, all rights, titles, and interests in Statistics and all Intellectual Property Rights therein belong to and are retained solely by Instinct. Customer agrees that Instinct may use Statistics for any purpose permitted under applicable law, provided that if Instinct publishes Statistics or makes Statistics available to any third party (other than Customer’s service providers), then such Statistics will be aggregated and anonymized in a manner that does not identify Customer or its Authorized Users. Customer hereby grants to Instinct a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display aggregated and anonymized Customer Data to the extent incorporated within the Statistics. 


5.5 Reservation of Rights. Instinct reserves all rights not expressly granted to Customer in the Subscription Terms.  Except for the limited rights and licenses expressly granted under the Subscription Terms, nothing in the Subscription Terms grants Customer or any other third party, by implication, waiver, estoppel, or otherwise, any Intellectual Property Rights or other right, title, or interest in or to the Instinct IP.

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6. Termination

6.1 Termination for Cause. Either party may terminate the agreement, effective upon written notice to the other party, if the other party materially breaches the Subscription Terms and fails to cure such breach within thirty (30) days of written notice of such breach or, immediately, if such material breach is incapable of cure.  Instinct, in its sole discretion, will determine if any use is in violation of the restrictions outlined in the Subscription Terms and, subject to the terms of the Subscription Terms, reserves the right to terminate or suspend Customer’s and any Authorized User’s access to all or any portion of the Software.


6.2 Termination for Bankruptcy. Either party may terminate the Subscription Terms, effective immediately upon written notice to the other party, if the other party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) makes or seeks to make a general assignment for the benefit of its creditors; or (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business (collectively, “Bankruptcy”).


6.3 Effect of Termination. Upon termination or expiration of the Subscription Terms for any reason, Customer shall (and shall ensure that all Authorized Users) (a) immediately cease all use of the Software and (b) cease use of and permanently destroy (including deleting electronic media) all Content accessed through use of the Software. For the avoidance of doubt, in the event of termination or expiration of the Subscription Terms for any reason, Customer shall promptly pay to Instinct all outstanding Fees and Customer shall not be entitled to any refund of any prepaid Fees for the Software.  Within thirty (30) days of Instinct’s request, an officer of Customer shall certify in writing that it has ceased all use of and permanently destroyed all Content.


6.4 Survival. Upon termination or expiration of the Subscription Terms for any reason, any other provisions of these Terms which by their nature should survive termination or expiration shall survive, including but not limited to Sections 2, 3, 4, 5, 7, 8, 9, 10. 
 

7. Privacy and Data Processing.

The Instinct Privacy Policy outlines how Instinct collects and uses information in connection with providing the Software. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Software, Customer acknowledges it has reviewed and accepted the Instinct Privacy Policy and consents to all actions taken by Instinct concerning Customer’s information in compliance with the then-current version of the Instinct Privacy Policy.

 

8. Representations and Warranties

8.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein; (b) it has the full right, power, and authority to enter into the Subscription Terms, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (c) the execution of the Subscription Terms by its representative has been duly authorized by all necessary corporate action of the party, if applicable; and (d) the Subscription Terms will constitute the legal, valid, and binding obligation of such party, enforceable against such party.


8.2 By Customer. Customer represents and warrants that it owns all right, title and interest, including all Intellectual Property Rights, in and to the Customer Data, and has acquired all necessary consents to provide the Customer Data to Instinct and to permit Instinct to use the Customer Data in accordance with the Subscription Terms.


8.3 Disclaimer. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THESE TERMS, THE SOFTWARE (INCLUDING ALL CONTENT) IS PROVIDED ON AN “AS IS” BASIS, AND INSTINCT MAKES NO WARRANTIES, AND HEREBY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, ARISING FROM OR RELATED TO THE SUBSCRIPTION TERMS, THE SOFTWARE, AND THE CONTENT. WITHOUT LIMITATION, INSTINCT DISCLAIMS (a) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (b) ANY WARRANTIES THAT THE SUBSCRIPTION WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE; (c) ANY WARRANTIES AS TO THE RESULTS TO BE ACHIEVED THROUGH THE USE OF THE SUBSCRIPTION AND (d) ANY OTHER WARRANTIES RELATING TO THE SUBSCRIPTION, SOFTWARE, AND CONTENT THAT MAY ARISE FROM TRADE, USAGE, PERFORMANCE, OR CUSTOM. 
 

9. Indemnification

9.1 By Instinct. Instinct will defend Customer, its affiliates, and their respective officers, directors, employees, contractors, and agents (“Customer Indemnitees”) against any claim, suit or proceeding (each, a “Claim”) and indemnify and hold harmless Customer Indemnitees against third party losses, damages, liabilities, judgments, settlements, interest, awards, penalties, fines, costs, or expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or resulting from a Claim, but only to the extent the Claim arises out of or relates to an allegation that the Software infringes a U.S. Intellectual Property Right. Notwithstanding the foregoing, Instinct shall have no obligation to indemnify if the basis of any Claim is: (a) Customer’s unauthorized use of the Software or Content; (b) Customer’s modification of the Software or Content; (c) Customer’s combination of the Software or Content with any hardware, software, data or other materials not provided by Instinct; or (d) Customer Data violates an Intellectual Property Right.


9.2 By Customer. Customer will defend Instinct, its affiliates, and their respective officers, directors, employees, contractors, and agents (“Instinct Indemnitees”) against any Claim and indemnify and hold harmless Instinct Indemnitees against all Losses arising out of or resulting from any Claims, but only to the extent the Claim arising out of or relates to: (a) Customer’s (including Authorized Users’) use of the Software and Content; (b) Customer Data; (c) Customer’s breach of the Subscription Terms; or (d) Customer’s gross negligence, willful misconduct, fraud or violations of laws. 


9.3 Indemnification Procedure. The indemnified party will promptly notify the indemnifying party in writing of any Claim and cooperate with the indemnifying party (at the indemnifying party’s sole cost and expense). The indemnifying party will immediately take control of the defense and investigation of such Claim and will employ counsel approved by the indemnified party (such approval not to be unreasonably denied) to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnified party’s failure to perform any obligations hereunder will not relieve the indemnifying party of its obligations, except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced because of such failure. The indemnified party may participate in and observe the proceedings at its own cost and expense. The indemnifying party must obtain the indemnified party’s prior written consent to any settlement that does not include a full release of liability or includes obligations of the indemnified party (other than the payment of sums that are subject to the indemnifying party’s indemnification obligations hereunder).

 

10. Limitation on Liability

10.1 Disclaimer. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, INSTINCT WILL NOT BE LIABLE TO CUSTOMER FOR CLAIMS OR DAMAGES ARISING FROM OR RELATING TO (a) CORRUPTION, UNAUTHORIZED DISCLOSURE, OR ERASURE OF DATA TRANSMITTED OR RECEIVED OR STORED ON ITS SYSTEMS OR NETWORKS; (b) THE LOSS OF DATA OR INABILITY TO ACCESS THE SUBSCRIPTION DUE TO CIRCUMSTANCES NOT IN THE DIRECT CONTROL OF INSTINCT, INCLUDING, SUPPLIER PROBLEMS, TELECOMMUNICATIONS FAILURES OR INTERNET SERVICE PROVIDER LIMITATIONS; OR (c) ERRORS, DEFECTS OR NON-CONFORMITIES IN THE SOFTWARE CAUSED BY NETWORKS, COMPUTERS, THIRD PARTY SOFTWARE, TELECOMMUNICATIONS EQUIPMENT OR OTHER DEVICES OUTSIDE OF INSTINCT’S CONTROL.


10.2 Liability Cap. EXCEPT FOR CLAIMS ARISING UNDER SECTION 9 OF THESE SUBSCRIPTION TERMS, THE TOTAL AGGREGATE LIABILITY FOR EITHER SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO INSTINCT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENTS GIVING RISE TO SUCH CLAIMS.

 

11. Export Control
The Software utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer will not, directly or indirectly, export, re-export, or release the Software, or make the Software accessible from any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. Customer will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting, releasing, or otherwise making the Software or the software or technology included in the Software available outside the US.
 

12. US Government Rights

Each software component that constitutes or is included in the Software is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefore, Customer receives only those rights with respect to the Software that are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

 

13. General

13.1 Construction. The complete agreement between Customer and Instinct includes these Subscription Terms, the order form (if applicable), the Acceptable Use Policy, and the Instinct Privacy Policy. In the event of conflict between any of these documents, the order of precedence in resolving such conflict is as follows: (i) the order form (if applicable); (ii) these Subscription Terms; (iii) the Acceptable Use Policy; and (iv) the Instinct Privacy Policy. The complete agreement between Customer and Instinct constitutes the understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.


13.2 Other Customer Agreements. If Customer enters into a separate written agreement with Instinct regarding access to and use of the Software (a “Customer Agreement”), the terms of the Customer Agreement shall govern Customer’s use of the Software.


13.3 Mobile Application. If Customer or Authorized Users use the mobile application to access and use the Software, the End User License Agreement terms will apply. Customer shall ensure that all Authorized Users comply with the End User License Agreement.


13.4 Changes or Modifications to these Terms. From time to time, Instinct may, in its sole discretion, modify or amend these Subscription Terms. Instinct will use reasonable efforts to notify Customer of any material modifications or amendments. Customer’s continued use of the Software constitutes the acceptance of the modified or amended Terms. Any modifications will not materially impact Customer’s access to or use of the Software or features.


13.5. Relationship of the parties. The parties are independent contractors. Nothing in the Subscription Terms will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between them, and neither party will have authority to contract for or bind the other party in any manner whatsoever. 


13.6 Assignment. Customer acknowledges and agrees that the subscription is personal to Customer and may not be assigned or transferred without Instinct’s prior written consent. Any action or conduct violating the foregoing will be void and without effect. Instinct expressly reserves the right to assign the subscription and to subcontract or delegate any of its obligations hereunder.


13.7 Notices. Any notices to Instinct must be sent to legal@instinct.vet, with a courtesy copy delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service to Instinct’s corporate address: 1209 Orange Street, Wilmington, DE 19801. Notices are deemed given upon receipt by Instinct. Notwithstanding the foregoing, Customer hereby consents to receiving electronic communications from Instinct. These electronic communications may include notices about applicable fees, transactional information, and other information concerning or related to the Software. Customer agrees that any notices, agreements, disclosures, or other communications that Instinct sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing. 


13.8 Severability. The invalidity, illegality or unenforceability of any provision herein does not affect any other provision herein or the validity, legality or enforceability of such provision in any other jurisdiction. 


13.9 Force Majeure. Instinct will not be deemed to be in default for any delays or failures in its performance of its obligations hereunder to the extent such failures or delays result from acts beyond Instinct’s reasonable control, including fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, strikes, walkouts, riots, civil disorders, rebellions, quarantines, pandemics, epidemics, strikes or shortages of utilities or materials, embargoes or other similar governmental action.


13.10 Governing Law; Jurisdiction. The subscription is governed by and construed under the internal laws of the state of Delaware, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. Any legal suit, action, or proceeding arising out of or related to the rights granted hereunder will be instituted exclusively in the federal, state, or chancery courts of jurisdiction in the state of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

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