IDEXX Telemedicine Consultants
Standard Terms and Conditions
Effective as of December 15, 2020
Unless otherwise agreed in an agreement signed by IDEXX Laboratories Inc., or one of its affiliates (collectively, “IDEXX”, “we”, “us” or “our”), any radiograph, ultrasound, MRI, CT, ECG, and internal medicine consulting services provided by IDEXX to you, the client, are subject solely to the terms and conditions stated herein (the “Standard Telemedicine Terms”) and in any terms appearing on the back of our invoices to you. The terms and conditions stated herein control in the event of any conflict. We may change these Standard Telemedicine Terms at any time, at our sole discretion, and without notice to you. The version of the Standard Telemedicine Terms in effect at the time when you use our services shall apply to such services.
Confidentiality. IDEXX agrees to maintain in confidence all of your proprietary and nonpublic materials, data, reports, plans, and records, as well as technical and other information and to use such confidential information only for the purpose of performing analyses of data and providing reports on our findings to you. IDEXX shall protect your confidential information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the confidential information as IDEXX uses to protect its own confidential information of a like nature. In any instance where information is subpoenaed by, and must be released to, a governmental agency, or is otherwise required to be disclosed pursuant to law or regulation, you will be promptly notified. You agree not to use the IDEXX, VetConnect®,or VetMedStat® names and/or data in any manner that might cause harm to IDEXX Telemedicine Consultants or IDEXX Laboratories, Inc.’s reputation and/or business. Under no circumstances is the name of IDEXX to be published—either alone or in association with that of any other party—without its approval in writing.
Payment terms. All fees are charged or billed directly to you. For clients with IDEXX-approved credit, our standard terms are net 30 days, after which time we reserve the right to charge a 1.5% per month late charge or the maximum amount permitted by law (if less) on all unpaid balances. IDEXX may change payment terms at any time or revoke any credit previously extended. Any extension of payment beyond IDEXX’s standard terms must be agreed to in writing. IDEXX reserves the right to cease all work if you do not pay your invoice(s). If you default in payment for services rendered, you are responsible for reasonable collection and/or legal fees.
Delivery of results. Upon timely delivery of radiograph, ultrasound, MRI, CT, or ECG data, image data, or other patient data, IDEXX will use commercially reasonable efforts to meet standard turnaround times. IDEXX will advise you of data that we receive that is corrupted or incomplete or that otherwise does not meet our quality requirements. IDEXX assumes the risk of loss or damage to a data package at the time possession of the data package is delivered to an IDEXX employee. Stated turnaround times are based on time of receipt of data by IDEXX and are subject to specialist availability.
Quality assurance. IDEXX will perform services consistent with its quality assurance standard operating procedures. It shall be your exclusive responsibility to confirm that IDEXX’s standard practices will meet your needs before placing any order for work.
Retention of reports. Unless otherwise agreed in writing, IDEXX shall retain copies of consultation reports for a period of one (1) year, after which the reports may be destroyed.
Limited warranty and limits of liability. In accepting consulting work, IDEXX warrants that it shall provide services in a professional manner using qualified personnel. EXCEPT AS STATED IN THIS LIMITED WARRANTY, IDEXX MAKES NO OTHER WARRANTY, REPRESENTATION, OR CONDITION, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND THERE IS NO WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. IDEXX does not assume, nor does it authorize any employee, agent, distributor, or other person to assume for it, any other liability in connection with its services. If you qualify as a “consumer” under applicable law, then you may be entitled to any implied warranties allowed by law, limited to the period of the express warranties and the remedies set forth in this limited warranty. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.
IDEXX IS NOT LIABLE FOR FAILURE TO PERFORM DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL. UNDER NO CIRCUMSTANCES WILL IDEXX BE LIABLE TO YOU OR ANY OTHER PERSON FOR LOSS OF PROFIT OR USE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, INCLUDING WITHOUT LIMITATION FOR LOSS OF GOODWILL, DATA, OR EQUIPMENT OR FOR BUSINESS INTERRUPTION, ARISING OUT OF THE USE OF OUR SERVICES OR FAILURE OR DELAY IN DELIVERING SUCH SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF IDEXX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
IDEXX’s total liability to you in connection with any work described herein for any and all injuries, losses, expenses, demands, claims, or damages whatsoever arising out of, or in any way related to, the work herein covered, from any cause or causes, shall not exceed an amount equal to the lesser of (a) damages suffered by you as the direct result thereof, or (b) the total amount paid by you to IDEXX for the consultation. We accept no legal responsibility for the purposes for which you use the consultation results. Some jurisdictions do not allow the exclusion or limitation of special, incidental, consequential, indirect, exemplary, punitive, or multiple damages or the limitation of liability to the actual price paid for the product or service, so the above limitations may not apply to you. IDEXX’s limited warranty gives you specific legal rights, and you may also have other rights that vary from jurisdiction to jurisdiction. IDEXX shall not accept any purchase order or other order for work that includes any conditions that vary from the above described Standard Terms and Conditions, and IDEXX hereby objects to any conflicting terms contained in any acceptance or order submitted by you.
Equal opportunity/affirmative action notice. IDEXX is an equal opportunity/affirmative action employer and complies with all the regulations of executive order 11246 and the regulations promulgated thereunder.
Collection and use of personal information. IDEXX collects your personal information in order to provide you with the products and services you request, to inform you about products or services that we think may be of interest to you, and for other limited purposes. IDEXX may disclose personal information to third parties in certain circumstances, including as needed to fulfill your requests or otherwise in accordance with our privacy policies. IDEXX does not disclose personal information to third parties for their own marketing purposes. Please note that your information may be stored and processed in the United States, countries of the European Union, and elsewhere. Full information about IDEXX’s privacy policies can be viewed at idexx.com. If you do not want to receive unsolicited commercial information, please contact IDEXX by telephone at 1-800-544-1104 or by email at fax-unsubscribe@idexx.com. Incoming telephone calls to IDEXX may be monitored for training purposes only.
Governing law; venue; waiver of jury trial. This Agreement and the transactions contemplated hereby, and all related disputes between the parties under or relating to this Agreement, whether in contract, tort, or otherwise, shall be governed by the laws of the State of Maine, without reference to conflict of laws principles, and any related legal actions must be brought in the court of appropriate jurisdiction in the State of Maine, which shall have exclusive jurisdiction (except that either of us may bring an action for an injunction or similar equitable relief against the other in any proper jurisdiction). You hereby waive any claim of lack of jurisdiction or inconvenient forum. YOU AND WE WAIVE TRIAL BY JURY IN ANY LEGAL ACTION BY OR AGAINST US IN SUCH LEGAL ACTIONS. We each further waive any claims against the other for multiple, punitive, or exemplary damages in any legal actions relating to this Agreement. The prevailing party in any such legal actions shall be entitled to an award of its reasonable legal fees and costs.
Notice to veterinarians. IDEXX Telemedicine Consultants provides consultation and interpretation services on a professional-to-professional basis. Without personally having made a physical examination of and conducted all tests on a patient, IDEXX veterinarians, in providing consultations and interpreting test results, rely on data communicated by you, the licensed primary care veterinarian. By providing consultations, IDEXX does not purport to diagnose or treat your patient. As with any diagnosis or treatment, you should use clinical discretion with each patient based on a complete evaluation of the patient, including history, physical presentation, and complete laboratory data. With respect to any drug therapy or monitoring program, you should refer to product inserts for a complete description of dosages, indications, interactions, and cautions. Diagnoses and treatment decisions are the ultimate responsibility of the primary care veterinarian.