Small Door Veterinary's Terms of ServiceLast Revised on April 27, 2020
Welcome to the Terms of Service for Small Door Veterinary (these "Terms").
These Terms govern your use of and access to the sites, content, applications, services, tools and features (collectively, the “Services”) provided by Small Door, Inc. and our affiliated professional veterinarian practices, including Small Door Veterinary PLLC (together, “Small Door Veterinary”, “we” or “us”) related to our membership-based veterinary clinic services. The Services include, without limitation, the website smalldoorvet.com and the related Small Door Veterinary mobile applications (the “App”). Please read these Terms carefully, as they include important information about your legal rights.
By using or accessing the Services, you are agreeing to these Terms. For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
Please note that Section 9 contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 9.
Table of Contents
- Who May Use the Services.
- User Accounts, Payment and Gift Cards.
- Product Orders.
- Rights We Grant You.
- Ownership and Content.
- Third Party Services and Materials.
- Disclaimers, Limitations of Liability and Indemnification.
- Arbitration and Class Action Waiver.
- Additional Provisions.
1. Who May Use the Services
You must be 18 years of age or older and reside in the United States or any of its territories to use our Services. By using the Services, you represent and warrant that you meet this requirement.
2. User Accounts, Payment and Gift Cards
2.1 Creating and Safeguarding your Account. To use the Services, you will need to create a membership account ("Account"). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account directly by logging into the website https://www.smalldoorvet.com/ and clicking on the corresponding tab. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at email@example.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
2.2 Membership Payment. If you purchase a membership for our paid Services, you acknowledge that your membership plan has recurring payment features and you accept responsibility for all recurring payment obligations in accordance with these Terms. You agree to pay us the applicable fees and taxes in U.S. Dollars. Failure to pay these fees and taxes will result in the termination of your access to the paid Services. You agree that (a) we may store and continue billing your payment method (e.g. credit card) to avoid interruption of the Services, and (b) we may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. We reserve the right to change our membership plans or adjust pricing for our Services in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise provided in these Terms, we will provide you with reasonable advance notice of any price changes or changes to your membership plan, and any such changes will take effect upon the renewal of your membership plan, unless you terminate your membership prior to renewal pursuant to Section 2.4.
2.3 Membership Term, Early Cancellation and Refunds. All of our membership plans for the Services are for a duration of twelve (12) months. You agree that if you purchase a membership plan, you will be responsible for payment of membership fees for the entirety of such (12) month period, and except as expressly set forth in these Terms, payments for any membership plans to the Services are nonrefundable and there are no credits for partially used periods. You may only cancel your "Premium" or "Premium Plus" membership plan early in the event that (a) you have moved your residence to a location that is not within twenty-five (25) miles of any Small Door Veterinary facility, or (b) the pet for whom you purchased the membership has died (each, a “Cancellable Event”). In order to cancel your "Premium" or "Premium Plus" membership plan due to a Cancellable Event, you are required to provide us with documentation by email to firstname.lastname@example.org evidencing such Cancellable Event, and cancellation of your "Premium" or "Premium Plus"membership plan shall only be effective if, upon our receipt of such documentation, we determine that such documentation reasonably evidences a Cancellable Event. No refunds of fees paid for "Access"membership plans will be granted in the event of a cancellation, even in the event of a Cancellable Event. In the event of a cancellation of your "Premium" or "Premium Plus" membership plan pursuant to this Section 2.3, you agree that you will be responsible for payment, and that your payment method on file for your membership plan will be charged the amount, of (x) the then-current value of a twelve (12) month "Access" membership plan plus the then-current value of all products and Services that you have received through the effective date of cancellation (each calculated at our then-current list prices therefor), less (y) the “Premium” or “Premium Plus” membership fees accrued and paid by you through the effective date of cancellation (if (x) is greater than (y)). If you have pre-paid the membership fees for the entirety of your twelve (12) month "Premium" or "Premium Plus" membership plan and you cancel such membership plan pursuant to this Section 2.3, you will be granted a refund of the fees paid for any remaining months (but not partial months) of your membership plan, less any amounts you owe under the preceding sentence. Upon your request, we may in our sole discretion permit a temporary suspension of your membership plan, but we are under no obligation to honor your suspension request.
2.4 Automatic Membership Plan Renewals and Non-Renewal Notice. You agree that if you purchase a membership plan, your membership plan will automatically renew annually (or, if different, at the membership period frequency referenced on your membership page), and your payment method will automatically be charged at the start of each new membership period for the fees and taxes applicable to that period. We will notify you by email at least seven (7) days prior to your scheduled membership plan renewal. To avoid future membership charges, you must notify us of your intent not to renew your membership plan before the membership period renewal date by doing the following: emailing us at email@example.com, calling us at (917) 341-5100, visiting one of our physical locations as listed at https://www.smalldoorvet.com/locations/ or chat with us using the online chat function on our website or our mobile app. Following any such non-renewal notice by you, however, you will continue to have access to the paid Services through the end of your current membership period.
3. Product Orders
3.1 Product/Service Payment. The Service may permit you to purchase certain physical or digital products or services through the Service (“Products”). The Products may also include products or services of third parties that are offered on the Service. You acknowledge and agree that all information you provide with regards to a purchase of Products, including, without limitation, credit card, PayPal, or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including, without limitation, any credit card you provide when completing a transaction. We reserve the right, with or without prior notice and in our sole and complete discretion, to (a) discontinue or limit the available quantity of any Products, and (b) refuse to allow any user to purchase any Products or deliver such Products to a user or a user designated address. When you purchase Products, you (a) agree to pay the price for such Products as set forth in the Service, and all shipping and handling charges and all applicable taxes in connection with your purchase (the “Full Purchase Amount”), and (b) authorize us to charge your credit card or other payment method for the Full Purchase Amount. The Services may allow you to purchase Products and designate them to be delivered or provided at a future date. In such instance, you acknowledge and agree that we may charge your credit card or other payment method for the Full Purchase Amount on the date of purchase, rather than on the ultimate date of delivery or provision of the applicable Products. Unless otherwise noted, all currency references are in U.S. Dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Payment can be made by credit card, debit card, or through PayPal or other means that we may make available. Orders will not be processed until payment has been received in full, and any holds on your account by PayPal or any other payment processor are solely your responsibility.
3.2 Promotional and Referral Code. We may offer certain promotional codes, referral codes or similar promotional coupons (“Promotional Codes”) that may be redeemed for discounts on future Products, or other features or benefits related to the Services, subject to any additional terms that Small Door Veterinary establishes. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by Small Door Veterinary; (d) may be disabled or have additional conditions applied to them by Small Door Veterinary at any time for any reason without liability to Small Door Veterinary; (e) may only be used pursuant to the specific terms that Small Door Veterinary establishes for such Promotional Code; (f) are not valid for cash or other credits or points offered via the Service; and (g) may expire prior to your use.
3.3 No Delivery to Children. In furtherance of our policy of not collecting personal information from persons under the age of 13, you are not allowed to give Small Door Veterinary the personal information of any persons under the age of 13 for delivery or shipping purposes or any other reason.
5. Rights We Grant You
5.1 Restrictions On Your Use of the Services. You may not do any of the following, unless laws prohibit these restrictions or you have our written permission to do so: a. download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services;
b. use, reproduce or remove any copyright, trademark, trade names, slogan, logos, images, service marks or other proprietary notations displayed on or through the Services;
c. exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
d. attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Service;
e. use the Services for illegal, harassing, unethical, or disruptive purposes;
f. violate any applicable law or regulation in connection with your use of the Services; or
g. use the Services in any way not expressly permitted by these Terms.
5.2 Use of the App. You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the App or the Services. We do not guarantee that the App or the Services can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App or the Services will be available in, or that orders for products can be placed from, any particular geographic location. As part of the Services and to update you regarding the status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you outside or inside the App (“Push Messages”). You acknowledge that, when you use the App or the Services, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Services or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App or the Services, including your receipt of Push Messages from Small Door Veterinary. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the App or the Services on your mobile device, including for your receipt of push messages from Small Door Veterinary.
6. Ownership and Content
6.1 Ownership of the Services. The Services and their content, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that Small Door Veterinary and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works.
6.2 Ownership of Trademarks. The Small Door Veterinary name, the Small Door Veterinary logo and all related names, logos, product and service names, designs and slogans are trademarks of the Small Door Veterinary or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
7. Third Party Services and Materials
7.1 Use of Third Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
8. Disclaimers, Limitations of Liability and Indemnification
8.1 Disclaimers. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Small Door Veterinary, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Small Door Veterinary Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Small Door Veterinary Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, communications maintained by the Services. No advice or information, whether oral or written, obtained from the Small Door Veterinary Entities or through the Services, will create any warranty or representation not expressly made herein.
8.2 Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE SMALL DOOR VETERINARY ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR PERFORMANCE OR NON-PERFORMANCE THEREOF AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE SMALL DOOR VETERINARY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE SMALL DOOR VETERINARY ENTITIES’ AGGREGATE LIABILITY TO YOU OR ANY PARTY FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE SMALL DOOR VETERINARY ENTITIES, IF ANY, FOR THE SERVICES (OR PRODUCTS PURCHASED ON THE SERVICES) IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8.3 Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Small Door Veterinary Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Small Door Veterinary Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your access to or use of the Services; (d) Your Content, or (e) your negligence or wilful misconduct.
9. ARBITRATION AND CLASS ACTION WAIVER
9.1 Informal Process First. You agree that in the event of any dispute between you and the Small Door Veterinary Entities, you will first contact Small Door Veterinary and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
9.2 Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Small Door Veterinary’s services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Small Door Veterinary agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the“JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Small Door Veterinary are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Small Door Veterinary will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
9.3 Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, Small Door Veterinary will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
9.4 Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to firstname.lastname@example.org or to the U.S. mailing address listed below under the “How to Contact Us” section of these Terms. The notice must be sent to Small Door Veterinary within thirty (30) days of your registering to use the Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, Small Door Veterinary also will not be bound by them.
10. Additional Provisions
10.2 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Small Door Veterinary website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
10.3 Termination of License and Your Account. If you breach any of the terms of these Terms, all licenses granted by Small Door Veterinary will terminate automatically. Additionally, Small Door Veterinary may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If Small Door Veterinary deletes your Account or cancels your membership due to your breach of these Terms, you will not be entitled to any refund, regardless of the remaining duration of your membership plan and you are prohibited from re-registering for the Services or creating a new Account under a different name. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by Small Door Veterinary or you. Termination will not limit any of Small Door Veterinary’s other rights or remedies at law or in equity.
10.4 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Small Door Veterinary for which monetary damages would not be an adequate remedy and Small Door Veterinary shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
10.5 California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
10.6 Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by Small Door Veterinary but may not be assigned by you without the prior express written consent of Small Door Veterinary. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Service is operated by us in the United States. Those who choose to access the Service from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in New York County. You and Small Door Veterinary agree that the United Nations Convention on Contracts for International Sale of Goods will not apply to the interpretation or construction of these Terms.
10.7 How to Contact Us. You may contact us regarding the Services or these Terms at: 333 Park Avenue South, Suite 5C, New York, NY 10010, by phone at (212) 933-9044 or by e-mail at email@example.com.