SmartFlow Terms of Service

(outside North America and Europe)

(Revision May 18, 2023)

Except as specifically modified by these Terms of Service, and as provided below with respect to North America and Europe, IDEXX’s standard terms and conditions of sale (“Terms of Sale”) as in effect from time to time apply to the use and delivery of the Services (as defined below). You may find the Terms of Sale applicable to your region here. When using or registering with this Service, Customer (or “you”) agrees to be bound by these Terms of Service, by and between you and the IDEXX entity that invoices you (“IDEXX”). The words “we”, “us”, and “our” refer to IDEXX and IDEXX’s affiliated entities. These Terms of Service may be updated by IDEXX from time to time without notice to you. You may review the most current version of the Terms of Service at any time as posted on the IDEXX General Terms and Conditions page.

If you are located within North America, your use of SmartFlow is subject to the One IDEXX Master Terms and the SmartFlow Offering Specific Terms incorporated therein. If you are located within Europe, your use of SmartFlow is subject to the General Terms and Conditions of IDEXX Practice Management Software – Europe.

1. Use of the Services

1.1 Services and Users. IDEXX will provide to Customer access to the SmartFlow services (the “Services”) described in an order form or subscription (an “Order”). Subject to Customer’s compliance with these Terms of Service and the Order, IDEXX grants the Customer during the Services Period (as defined below) a non-exclusive, limited right for the Users to use the Services solely for Customer’s internal business operations. Customer will be responsible for the Users’ compliance with these Terms and the Order. “Services Period” means the service period defined in the Order unless the Order is terminated earlier in accordance with these Terms and the Order. “Users” means those employees, consultants, agents or contractors of Customers that are authorized by Customer to use the Services, as further defined in the Order, and have received proper training and supervision from the Customer in using the Services.

1.2 Subscription and Facilities. IDEXX will provide SmartFlow Services through a registered account(s)/subscription(s). The Service is limited to one account per facility. A facility is defined as an entity that functions primarily separate from others even if part of a centralized business. Separate physical locations are considered separate facilities. If Customer has multiple locations, it will require additional registered accounts for each facility. If Customer operates multiple facilities at the same physical location but they function separately (i.e. check- in, patient management, most staffing, record-keeping, financials, etc., are handled independently), then it is required to have separate accounts/subscriptions for each facility.

1.3 Specifications. The Order will describe the specifications for the Services. IDEXX will have the right, at its sole discretion, to make changes to these specifications during the Services Period provided that any such changes do not materially reduce the level of performance, functionality or availability of the Services during the applicable Services Period. Customer will be responsible for ensuring that Customer meets the hardware and software specifications required for the use of the Services which will be set out in the Order.

1.4 Onboarding and Implementation. IDEXX will provide the Customer with various resources to setup and prepare to “Go Live” and begin using the Services in their facility(s). This service is called “Onboarding”. IDEXX will assist the Customer and their employees to understand and complete this Onboarding process and all the required tasks. The Customer is responsible to complete these tasks in the agreed upon time frame. Onboarding is comprised of remote meetings between IDEXX staff and the Customer’s staff as well as online training, email notifications and other means. IDEXX may also offer an “Onsite Implementation” in which IDEXX staff visit the Customer’s facility to assist with the final Onboarding processes. The Customer understands that these processes require compliance on its part. These required expectations include:

1.4.1 The Customer must assure that a minimum of 90% or its staff that will use the Services will complete the provided online training before their facility can “Go Live” and gain full access to the Services.

1.4.2 Online Onboarding meetings – The Customer must perform all required tasks prior to these scheduled meetings. The list of these required tasks will be available to Customer via an online checklist. This checklist must be completed 100% before any remote or Onsite Implementation can take place.

1.4.3 All hardware (e.g. computers, iPads and television/monitors, etc.) must be onsite, setup (i.e. computers and iPads configured, and televisions connected and mounted, etc.) and functional no less than 2-weeks before the agreed upon “Go Live” date.

1.4.4 The Customer will provide a way to communicate directly with all staff that will be using the Services to give updates, training, reminders, surveys and other communications so that all employees of the Customer are well informed and prepared.

1.4.5 The Customer will be fully responsible for the compliance of its Users with all required processes, training, and tasks of the Onboarding process.

1.4.6 Included in the cost of Onboarding, IDEXX staff will assist the Customer with the basic set up and troubleshooting of the Customer’s IT infrastructure for compatibility with the Service. Should any circumstance require specialized IT knowledge to overcome barriers or difficulties, the Customer will be responsible for the hourly cost of a 3rd party IT specialist outsourced by IDEXX and/or provide this service with their own IT support. Failure to do so may limit IDEXX’s ability to provide all product functionality and will be the sole responsibility of the Customer.

1.4.7 In the event that the Customer has arranged an Onsite Implementation, once the dates are agreed upon, failure by the Customer to complete any of the above requirements will result in the need to reschedule IDEXX staff’s visit to the Customer’s facility. If such a cancellation occurs:

1.4.7.1 No refund will be available for the cost of the Onsite Implementation.

1.4.7.2 The Customer will have to reschedule the Onsite Implementation to the next available time and may not be able to utilize the service until that time. This will not alter the term of this agreement.

1.4.7.3 The Customer will be responsible for paying the cost of any cancelled travel or accommodations expenses incurred by IDEXX. The Customer will be invoiced for any such. In such cases, IDEXX must provide the Customer with receipts and an invoice documenting these expenses. The invoice for cancelled travel and accommodations must be paid in full prior to rescheduled the Onsite Implementation.

1.4.7.4 Failure of the Customer to complete the required tasks prior to a rescheduled Onsite Implementation will result in the same process described above.

1.4.7.5 In the event of three (3) cancellations due to the Customer’s failure to complete the required Onboarding tasks, they shall forfeit the full Onsite Implementation fee.

1.5 Use Limitations. The Customer will not, and will ensure that the Users will not: (a) reverse engineer, modify, disassemble, decompile, reproduce, publish, adapt, or make derivative works of, the Services or any part thereof, (b) license, rent, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, or commercially exploit the Services; (c) make available the Services to any third party except as permitted by these Terms and the Order; (d) use the Services other than in compliance with applicable laws; (e) violate applicable laws; (f) use the Services to cause damages or injury to anyone (including patients) or any property, or harass anyone; (g) publish any material that is harassing, defamatory, obscene, unlawful or that violates the rights of any third party (including privacy rights and intellectual property rights); (h) use the Services to send unsolicited commercial communications (including bulk emails); (i) introduce in the Services or any IDEXX system used in connection with the Services any virus, Trojan horse, malware, worm or any other harmful programming routine or code; (j) engage in any vulnerability scanning, penetration test of the Services or password cracking; and (k) access or use the Services to build or support products or services directly or indirectly competitive to IDEXX. The Customer will onlyko; have the right to access the Services in accordance with Section 1.1.

1.6 Customer Security. The Customer will be responsible for: (a) the security of all passwords associated with its accounts; and (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from the Customer’s Content, (including any viruses, Trojan horses, malware, worms or other harmful programming routines or codes contained in the Customer’s Content), or from the Customer’s use of the Services.

1.7 Service for Informational Purposes. General information relating to various medical conditions and their treatment may be included in portions of the Services. Such information is provided for informational purposes and for your general interest only. It is not intended to be a substitute for advice provided by a qualified professional. You should not use the information contained herein for diagnosing or treating a health problem or disease. Nothing included in the Services should be construed as the giving of advice or the making of a recommendation and the Services should not be relied on, in any manner whatsoever, as the basis for any decision or action.

1.8 Hardware Warranty. Any SmartFlow Hardware identified on any Order (“Hardware”) may be subject to third party manufacturer warranties. IDEXX hereby transfers to the Customer any such Hardware warranty.

1.9 Support. IDEXX will provide the support services as set forth in Schedule A.

2. Ownership Rights and Restrictions

2.1 As between the parties, the Customer retains all ownership and intellectual property rights in and to the Customer Content (defined below). In no event will IDEXX be liable for any issues that arise directly or indirectly from the Customer Content. The Customer hereby grants IDEXX the right to (a) host, use, extract, process, display and transmit the Customer Content to provide the Services pursuant to and in accordance with these Terms and the Order; (b) to use Customer Content for IDEXX’s internal business purposes, (c) for such other purposes as the Customer may consent to in writing from time to time; provided that in no event will IDEXX share or disclose any personally identifiable information of Customer or User with third parties without Customer’s prior written consent, except as described in Section 3.3 with respect to aggregated anonymized data. The Customer will have sole responsibility for the reliability, accuracy, integrity, legality, quality, and appropriateness of the Customer Content, and for obtaining all rights and consents from any third party related to the Customer Content required by IDEXX to perform the Services. “Customer Content” means any data, text, audio, video, photograph, tool and any other content whatsoever, in any format, provided by Customer or any User that is run on or through the Services, or stored in or using the Services.

2.2 Subject to the limited access rights granted in these Terms to the Customer, IDEXX and its licensors own and will continue to own all right, title and interest, including all intellectual property rights, in and to the Services, and any modification, enhancement or improvements thereof, and anything made available, developed or delivered by or on behalf of IDEXX.

2.3 Notwithstanding any other provision of this Agreement, IDEXX will have the right to compile statistical data and other information related to the performance, operation and use of the Services, and use any data from the Services in aggregated form for operations management, security, or research or development purposes or to perform statistical analysis (collectively the “Services Data”). IDEXX will have the right to make such Services Data publicly available provided that it does not incorporate any of the Customer Content. IDEXX will own all right, title and interest, including all intellectual property rights in such Services Data.

2.4 Third party materials and/or services provided by third parties may be made available through the Services. In no event will IDEXX be liable for any issues that arise directly or indirectly from such third party materials or services.

3. Personal Data Protection

3.1 You shall, in your use of the Service, process personal data (any data relating to an identified or identifiable living natural person) in accordance with the requirements of the applicable data protection laws and regulations.

3.2 IDEXX is committed to the proper processing of personal data and has adopted a Privacy Policy which sets out the processing of personal data for which IDEXX acts as a data controller. The Privacy Policy can be found at www.idexx.com. In addition, IDEXX acts as a data processor for the processing activities that it performs through the Service on behalf of and on the instructions of the users. If you are subject to the EU General Data Protection Regulation 2016/679, or any of the other data protection laws identified here (together, “Data Protection Laws”), our processing activities are described in and are subject to the IDEXX Customer Data Processing Agreement and the DPA Schedule for SmartService (collectively, the “DPA”), each found here. The DPA shall form an integral part of these Terms of Service in accordance with the applicable Data Protection Laws.

3.3 We do not share Personal Data with third parties except in an aggregated anonymized format, and except as provided in our Privacy Policy, or otherwise with your express consent. IDEXX will use aggregated anonymized Personal Data provided through the Service to perform market analysis in order to anticipate our customers’ needs, gain know-how which will benefit veterinary practices in general, and to provide professional services and medical education to the veterinary industry. You agree that such aggregated anonymized Personal Data and any non-Personal Data stored, exchanged or processed by IDEXX through the Service may be provided to third parties without your prior consent. You also agree that IDEXX may continue to use aggregated anonymized Personal Data after your use of the Service ends.

4. Precedence

If there are conflicts between the provisions of these Terms of Service, the Master Terms and any Order, the following order of precedence shall apply: (i) these Terms of Service, (ii) the Master Terms, and (iii) any Order.

Schedule A - Support
IDEXX will provide the Customer:

Online support system through web and iPad based “BUG reports” which generates a support ticket.
A 3 Tier support system that includes initial responses from our 1st Tier Team.
Complex issues are escalated to either our 2nd Tier medically (veterinary) trained support staff, or our 3rd Tier Technical team.
2nd Tier team is comprised of former Vet Techs/Nurses who are familiar with the day to day workings of clinics and how to use our service to manage patient workflows.
The 3rd Tier technical team are made of two sections, IT & Development (Dev).
The 3rd Tier IT team assists Customers with hardware and internet related issues.
3rd Tier Dev Team assists Customers with BUGs and Feature requests.

The support provided under these Terms of Service does not include services provided with respect to the following matters:

(i) any problem resulting from the misuse, improper use, alteration, or damage of the Services;

(ii) any problem caused by modifications in any version of the Services not made or authorized by IDEXX; or

(iii) any problem resulting from the Customer combining or merging the Services with any hardware or software not supplied by IDEXX, or not identified by IDEXX as compatible with the Platform Services, Systems.

IDEXX may occasionally have to interrupt services, including for purposes of upgrades and maintenance to the Services, in which case IDEXX will attempt to announce the scheduled downtime via e-mail to the Customer's designated e-mail address or via In-App notification if applicable.