These terms are an agreement between ANIML Health Inc. ("ANIML Health", "we", "us") and the organization that uses ARC (the "Customer"), together with each person who uses ARC on the Customer's behalf ("you"). They cover ARC hosted by us, the arcvet.io website, and our related services (together, the "Service").
If the Customer has signed an order form, master agreement or data processing agreement with us, that signed agreement governs where it differs from these terms.
1. Accepting these terms
By creating an account, accepting an invitation or using the Service, you accept these terms. If you accept them for an organization, you confirm that you are authorized to bind it. If you do not accept them, do not use the Service.
2. The Service
ARC is software for running veterinary clinical trials: screening, consent, enrolment and randomization, visits and case report forms, samples, imaging, safety, monitoring, data exports and the related records. We host it in Canada by default, as described in our Privacy Policy. Running ARC on a Customer's own servers is licensed under a separate agreement.
We improve ARC continually. We may change or replace features, but we will not materially reduce the core functions of a paid plan during its paid term without telling the Customer in advance.
3. Accounts and access
- People join a Customer's organization or study by invitation, or by requesting an account that we approve.
- Keep your sign-in details to yourself and keep your contact details accurate. Use a second sign-in factor where your organization requires it.
- The Customer's administrators decide who has access and in what role, and are responsible for removing people who should no longer have it.
- The Customer is responsible for what happens under its users' accounts, and must tell us promptly at we.care@animl.health if it suspects unauthorized use.
4. Customer data
- The Customer owns its data. "Customer Data" means the records, files and other content the Customer and its users put into the Service, including study records and information about animals and their owners.
- Our use of it. The Customer gives us permission to host, copy, process and transmit Customer Data only as needed to provide, secure and support the Service, and as the law requires. We act on the Customer's instructions as set out in these terms and the Customer's use of the Service.
- What we do not do. We do not sell Customer Data, use it for advertising, or use it to train artificial-intelligence models. We may use counts of usage and other information that does not identify the Customer, its users or any animal or person, to bill for and improve the Service.
- The Customer's responsibilities. The Customer is responsible for having the right to collect and use Customer Data: obtaining owners' informed consent, the approvals its studies need (such as an animal care committee or regulator), and meeting the laws that apply to its studies.
- Not for human patients. ARC is built for veterinary studies. Do not use it to record clinical trials in people.
5. Acceptable use
You agree not to:
- break the law, or infringe anyone's rights, through the Service;
- upload malicious code, or interfere with the Service or other customers' use of it;
- try to gain access you have not been given, or test the Service's security without our written permission;
- use automated means beyond the Service's published interfaces and limits;
- resell, sublicense or provide the Service to others except as a signed agreement allows;
- copy, decompile or reverse-engineer the Service, except as the law expressly permits.
We may suspend access that breaks these rules, as described in section 14.
6. Clinical and regulatory responsibility
ARC helps teams keep the records of their studies. It does not give veterinary advice and does not make clinical decisions. Randomization lists, eligibility checks, suggested codes, extracted values and calculations must be reviewed and confirmed by qualified people before they are relied upon.
The Customer is responsible for deciding whether ARC is suitable for each study, and for validating it for its intended use under the regulations that apply, such as VICH GL9 and 21 CFR Part 11. We provide documentation to support that validation on request.
7. Pilots and beta features
- Pilots. We may offer a pilot or trial of the Service free of charge, with the limits we agree for it (for example the number of studies, users or patients, and its length). When a pilot ends, the Customer may choose a plan or export its data, as described in section 14.
- Beta features. Features we label "beta", such as Hachiko data extraction, are early versions. They may change, be limited or be withdrawn, and are not covered by any service-level commitment.
Pilots and beta features are provided "as is", without the commitments in sections 9 and 15.
8. Fees and payment
- Fees are those on our pricing page when the Customer chooses a plan, or those in the Customer's order form.
- We invoice monthly: any licence fee when it falls due, and usage for the month before. Invoices are due within 30 days.
- Fees do not include taxes. Where we are registered to collect them, we add the sales taxes that apply, such as GST, HST, PST or QST.
- If an invoice is more than 30 days overdue, we may suspend the Service after giving at least 14 days' written notice.
- We may change our prices for a coming term by giving at least 30 days' notice. Fees already paid are not refundable unless these terms or a signed agreement say otherwise.
9. Availability and support
We use commercially reasonable efforts to keep the Service available, apart from planned maintenance, which we schedule to limit disruption and announce in advance where we can. Support is available at we.care@animl.health. Specific service levels apply only if a signed agreement sets them out.
10. Security and privacy
We protect Customer Data with the measures described in our Privacy Policy, including encryption, access controls enforced in the database, a tamper-evident audit trail and backups. We will notify the Customer without undue delay if we become aware of a breach of security affecting its data, and help it meet its own obligations. A data processing agreement is available on request.
11. Intellectual property
We and our licensors own the Service, including its software, designs and documentation. These terms give the Customer a right to use the Service while they are in effect; they do not transfer ownership. If you send us suggestions, we may use them without obligation to you. ARC and ANIML Health names and logos are our trademarks.
12. Third-party services
The Customer may connect services we do not provide, such as its practice management system, its own file storage, or Google or Microsoft sign-in. Their own terms govern them, and we are not responsible for them. When the Customer connects one, it authorizes us to exchange the information needed to make the connection work.
13. Confidentiality
Each party will keep the other's non-public information confidential, use it only for the purposes of this agreement, and protect it at least as carefully as its own. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, or is independently developed. A party may disclose information when the law requires it, after notifying the other where the law permits.
14. Term, suspension and ending
- These terms apply while the Customer uses the Service. A paid plan continues month to month, or for the term in the Customer's order form.
- The Customer may stop using the Service at any time and close its account; fees for the current period remain payable.
- Either party may end the agreement if the other materially breaches it and does not fix the breach within 30 days of written notice.
- We may suspend access immediately if it is needed to prevent harm to the Service, other customers or the public, or as the law requires. We will tell the Customer why and restore access as soon as the reason is resolved.
- Data after the end. For 60 days after the agreement ends, the Customer may export its data. After that we delete it, apart from records the law requires us to keep and backups, which expire within 90 days.
15. Warranties and disclaimers
Each party confirms that it has the authority to enter into this agreement. We will provide the Service with reasonable skill and care. Apart from that, and to the extent the law allows, the Service is provided "as is", and we disclaim all other warranties and conditions, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not promise that the Service will be uninterrupted or error-free.
16. Limitation of liability
To the extent the law allows:
- neither party is liable to the other for indirect, incidental, special or consequential damages, or for lost profits, revenue or data, even if told they were possible;
- each party's total liability arising out of this agreement is limited to the fees the Customer paid us in the 12 months before the event giving rise to the claim, or CAD 100 if the Customer has paid nothing.
These limits do not apply to the Customer's obligation to pay fees, to a party's breach of section 13, or to liability that cannot be limited by law.
17. Indemnities
- We will defend the Customer against a third-party claim that the Service, as we provide it, infringes that party's intellectual property rights, and pay the damages finally awarded, provided the Customer tells us promptly and lets us control the defence.
- The Customer will defend us against a third-party claim arising from Customer Data, or from the Customer's use of the Service in breach of these terms or the law, and pay the damages finally awarded, on the same conditions.
18. Changes to these terms
We may update these terms. We will post the new version here with a new effective date and, for significant changes, tell the Customer's administrators at least 30 days before they take effect. Continuing to use the Service after that means accepting the updated terms.
19. Governing law
These terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The courts of Toronto, Ontario, have exclusive jurisdiction over any dispute arising from them.
20. General
- Entire agreement. These terms, the Privacy Policy and any signed agreement with the Customer are the entire agreement on their subject.
- Assignment. Neither party may assign this agreement without the other's consent, except to a successor of its business that accepts it.
- Events beyond control. Neither party is liable for delay caused by events beyond its reasonable control.
- Notices. Notices to us go to we.care@animl.health; notices to the Customer go to its administrators' email addresses in ARC.
- Severability and waiver. If a provision is unenforceable, the rest remain in effect. Not enforcing a provision is not a waiver of it.
- Language. The parties have asked that these terms be drawn up in English. Les parties ont exigé que les présentes conditions soient rédigées en anglais.
Contact
ANIML Health Inc.
we.care@animl.health