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GeniusVets Marketing Client Terms of Service

The following Terms of Service apply to GeniusVets' website and marketing products, and may be updated from time to time as outlined in our Service Agreement.

Update History

6/5/23: Updates made to provide additional clarity around our termination process. No change to the underlying contract terms is implied; we've simply added  language to help ensure full understanding.

2/18/23: Updates made to clarify how changes to Service Agreements can be made; added clarification that Clients may pay by credit card or automatic bank debit (ACH).

10/11/19: Updates made to clarify the terms and conditions related to the Video Content Posting Service; incorporated important additional terms and conditions for this service.

9/12/19: Updates made to clarify Marketing Services section by re-organizing product-specific terms into their own sub-headings. Clarified terms regarding breach of contract and cure period. Updated link to Terms of Service (this page). Other minor text clarifications made.

2/7/19: Updates made to clarify content licensing and protect rights of contributors to our GeniusVets content network. Revised sections: "Intellectual Property Ownership," "Standardized Platform – Content", and "Term of Agreement and Termination". Updates made to address situations that may arise when a practice is sold to a corporate entity. Revised sections: "Assignment", "Termination", and "Ownership of the Website". Other minor text clarifications made.

GeniusVets General Terms of Service

Products & Services

GeniusVets will provide Client with the products and services listed in the attached Statement of Work (“SOW”). Additional products and services which may be purchased will be documented in their own respective SOWs which shall be governed by the terms and conditions of this agreement.

 

Fees

Fees shall be as noted in the GeniusVets Order Form to be completed by Client.  Monthly fees, including but not limited to ongoing marketing services and website support, are automatically billed each month to a credit card or bank account on file with GeniusVets.

 

Changes to Products, Services & Fees

Client understands that as a convenience, GeniusVets may allow Services to be added or removed based on written notice or email, and without a new contract being issued. Any such modifications shall always be made in writing and will act as a modification to this Service Agreement, including the Services to be provided and any applicable Fees.

 

Client’s Obligations

Support: Client agrees to promptly provide support as requested by GeniusVets and as necessary to GeniusVets’s performance of the Services. The Parties agree that any delay or failure by GeniusVets to provide Services resulting from Client's failure to provide such Client Support shall not be deemed a breach of GeniusVets's performance obligations under this Agreement.

Representative: Within five (5) days after the Effective Date, Client shall designate a single Representative who will be authorized by Client to provide the Client Support and exchange all communications, other than legal notices, related to this Agreement, and Client shall provide GeniusVets with the name and title of such Representative in writing promptly thereafter.

 

Confidentiality

Confidential Information Defined: "Confidential Information" means the terms of this Agreement and any non-public, confidential or proprietary information of a Party ("Disclosing Party") disclosed to the other Party ("Receiving Party") and any other information including without limitation trade secrets, know-how, technical data, business, financial and marketing plans, pricing information, fees, technology and product roadmaps, present and future product plans, information on strategic partnerships and alliances and customer relationships, processes, methodologies, techniques, strategies, and other technical and business information relating to any work in process, future development, scientific, engineering, manufacturing, marketing, business plan, client lists, financial or personnel matter relating to such Party, whether in oral, written, graphic or electronic form, so long as such information is (i) designated as "confidential" or with another similar legend if in writing, (ii) identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days of disclosure, or (iii) would be reasonably understood as confidential under the circumstances.

Non-confidential Information: Information is not Confidential Information if: (i) it is generally known or available to the public, except as the result of an unauthorized disclosure; (ii) it is known to the Receiving Party prior to receipt, as evidenced by written records of the Receiving Party, and it is not subject to a separate non-disclosure commitment on the part of Receiving Party; (iii) it was independently received by the Receiving Party from a third party on an unrestricted basis; or (iv) it was developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as shown by the Receiving Party's contemporaneous written records.

Obligations of Nondisclosure: Each Receiving Party promises and hereby agrees: (i) to hold Confidential Information of the Disclosing Party in strict confidence; (ii) to use at least the same degree of diligence in safeguarding such Confidential Information as it uses in safeguarding its own confidential information of a similar nature; (iii) to use Confidential Information of the Disclosing Party only as necessary to perform its obligations under this Agreement; (iv) to only disclose the Confidential Information of the Disclosing Party to the Receiving Party's officers, employees and agents that are under obligations of confidentiality at least as stringent as those set forth herein and only as necessary for the Receiving Party to satisfy its obligations under this Agreement; and (v) not to disclose Confidential Information of the Disclosing Party to third parties without the Disclosing Party's prior written approval.

 

Intellectual Property Ownership

Client's License Grant: The Parties acknowledge and agree that in conjunction with the Services, Client may provide to GeniusVets certain information, content, documentation and other materials (collectively, the "Materials"). Subject to the terms and conditions of this Agreement, Client hereby grants to GeniusVets, under all of Client's intellectual property rights in and to the Materials, a non-exclusive, royalty-free license to use, copy, publicly perform and display, create derivative works of, have derivative works created of the Materials solely as reasonably necessary to perform the Services.

No Other Rights Granted: Apart from the rights expressly set forth in this Agreement, neither Party grants, and neither Party receives, any ownership right, title or interest or any security interest or other interest in any intellectual property rights of the other Party, including any rights relating to the Materials or in any copy or summary of any part of the Materials. The GeniusVets website platform includes intellectual property developed by GeniusVets as well as open-source software licensed under the GNU General Public License. Purchase of a website from GeniusVets conveys ownership of a single unique website instance only and no ownership of the underlying software or platform is conveyed thereby.

 

Acceptance and Warranties

GeniusVets warrants that it will not knowingly violate any law or regulation or knowingly commit any intentional tort in the performance of this Agreement. Client warrants (a) it has the authority to enter into this Agreement; and (b) any materials of any nature contributed by Client are wholly original material not published elsewhere, will not infringe any copyright, trademark, patent or any other intellectual property right, and will not constitute an infringement of any other kind, of any third party. Client acknowledges that GeniusVets exercises no control over the content passing through the Website and that it is the sole responsibility of Client to ensure that the information it transmits and receives complies with all applicable laws and regulations. Client further warrants that it is not relying upon GeniusVets for legal advice. THE WARRANTIES IN THIS PARAGRAPH ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE IN THE TRADE.

 

Limitation of Liability

GeniusVets’s liability in the execution of the services detailed in the above agreement is limited as follows: GeniusVets will be liable to correct any error or omission in any work product promptly, should such error be brought to its attention by Client. GeniusVets WILL NOT BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF DATA OR USE, LOST PROFITS OR INTERRUPTION OF BUSINESS. In the event GeniusVets does not, or cannot, adequately remedy or correct such error, its liability shall be limited to the total amount paid by Client to GeniusVets from the date of the most recent Statement of Work to the date of such occurrence.

 

Representations

GeniusVets represents and warrants that it has the full power and authority to enter into this Agreement; and this Agreement is a legal and valid binding obligation and is enforceable in accordance with its terms, and the performance of this Agreement by GeniusVets shall not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound.

Client represents and warrants that:

  • It has the full power and authority to enter into this Agreement;
  • This Agreement is a legal and valid binding obligation and is enforceable in accordance with its terms, and the performance of this Agreement by Client shall not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, or violate any domestic material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it;
  • It shall only provide to GeniusVets copyrighted or trademarked material including trademarked brand names, trademarked logos and/or trademarked copyrighted phrases it has the legal authority to use; and
  • Its services, products, materials, data, and information used by Client and by its customers and users in connection with this Agreement do not, as of the date of this Agreement, and shall not during the term of this Agreement operate in any manner that would violate any applicable law or regulation.

 

Indemnifications

Indemnification by Client:

General: Client shall indemnify GeniusVets against all claims, liabilities and costs, including reasonable attorneys' fees, and defend any third party claim or suit against GeniusVets arising out of Client acts and not arising out of the negligence of GeniusVets. GeniusVets shall promptly notify Client in writing of such claim or suit and Client shall have the right to fully control the defense and any settlement of the claim or suit. Infringement: Client shall indemnify and defend GeniusVets against (i) third party claims that any information provided by Client to GeniusVets infringes the intellectual property rights of any third party, and (ii) third party claims arising out of content submitted, posted, transmitted or made available as a result of GeniusVets's provision of Services hereunder; provided that (a) GeniusVets promptly notifies Client in writing of the claim; (b) Client has sole control of the defense and all related settlement negotiations; and (c) GeniusVets provides all necessary and appropriate assistance, information and authority necessary for Client to perform its obligations under this section.

 

Indemnification by GeniusVets:

General: GeniusVets shall indemnify Client against all claims, liabilities and costs, including reasonable attorneys' fees, and defend any third party claim or suit against Client arising out of GeniusVets's gross negligence, willful misconduct or recklessness in performing the Services. Client shall promptly notify GeniusVets in writing of such claim or suit and GeniusVets shall have the right to fully control the defense and any settlement of the claim or suit. Infringement: GeniusVets shall indemnify and defend Client against (i) third party claims that any information provided by GeniusVets to Client infringes the intellectual property rights of any third party, and (ii) third party claims arising out of content submitted, posted, transmitted or made available as a result of Client’s activities hereunder; provided that (a) Client promptly notifies GeniusVets in writing of the claim; (b) GeniusVets has sole control of the defense and all related settlement negotiations; and (c) Client provides all necessary and appropriate assistance, information and authority necessary for GeniusVets to perform its obligations under this section.

 

Termination

In the event of termination, any fees due prior to the termination date according to the terms of this agreement and any mutually agreed upon SOW shall become immediately due in full upon receipt of an intent to terminate notice by either Party.

GeniusVets may terminate any and all services due to (a) non-payment of monthly fees for more than 30 days after due date; (b) misuse of the Platform (including but not limited to distribution of content which is discriminatory, illegal, or otherwise inappropriate, at GeniusVets's sole discretion); (c) upon the sale of Client’s practice to a corporate consolidator; or (d) due to changes in GeniusVets's business model which may occur in the future. In (d), GeniusVets will provide written notice to Client at least 30 days before implementing such a change, and will provide to Client all files needed to obtain hosting and support through other means.

Any notice of alleged breach of this agreement by either Party shall be made in writing, and such Party shall have a minimum of 30 days to cure a breach before it shall become cause for Termination. In the event that Client feels that GeniusVets has breached this agreement, notification must be sent to [email protected] so that we can conduct an investigation. A response to any such notification will be provided within 5 business days. Please be aware that as a matter of basic business fairness, this is the only process by which a contract may be terminated early. As GeniusVets invests heavily in time and costs at the beginning of an engagement, we cannot provide early cancellation based on Client's preference alone. Great marketing takes time, and starting this process is a mutual commitment to spend at least the initial 12 month term together. GeniusVets team members are here to assist with any changes to your services that may be needed to give your practice the best value. If you have any concerns regarding the appropriateness of GeniusVets' services for your business, please inquire on these points before signing your Service Agreement.

 

Arbitration

Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled by binding arbitration in San Diego, California. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of JAMS/Endispute (“JAMS”), with the following exceptions if in conflict: (a) one arbitrator shall be chosen by JAMS; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS’ rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the bringing an action for injunctive relief or other equitable relief. The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend this Agreement. The arbitrator shall be required to follow applicable law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

 

Miscellaneous Provisions

Assignment. Neither Party may assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other Party, except that GeniusVets may assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets relating to this Agreement, and any other attempted assignment or delegation without such consent shall be void. This Agreement shall bind and inure to the benefit of each Party's successors and permitted assigns.

Independent Contractors. The Parties are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of the other Party. This Agreement does not create any agency, association, partnership, joint venture, sales representation or employment relationship of any kind.

Choice of Law. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by California law, excluding any laws that direct the application of another jurisdiction’s laws.

Notice. Any notices required or permitted to be given hereunder shall be given in writing. Email shall be considered a sufficient means of notification.

Updates to our Terms of Service. From time to time GeniusVets may update its terms of service. The latest Terms shall be posted at http://my.geniusvets.com/geniusvets-terms-service (link accessible upon creation of your GeniusVets account) and Client will be notified of updates via email.

Entire Agreement. This Agreement constitutes the final, complete statement of the terms of the agreement between the parties.

Severability of Agreement. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement.

Survival. Except as otherwise expressly provided in this Agreement, representations, warranties, and covenants contained in this Agreement shall survive for 3 years after the termination of this Agreement.

Waiver. No covenant, term or condition of this Agreement or breach thereof shall be deemed waived unless the waiver is in writing, signed by the party against whom enforcement is sought, and any waiver shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term or condition.

Choice of Law. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by California law, excluding any laws that direct the application of another jurisdiction’s laws.

Attorney Fees Provision. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred.

Force Majeure. No party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such party’s reasonable control (including any mechanical, electronic, or communications failure.

 

Terms of Service: GeniusSites™ Website Platform

Products & Services

GeniusVets will provide Client with a website (hereinafter "the Website") including the features, Basic Content and platform subscription as outlined in our services proposal.

 

Additional Services

Any additional services, including but not limited to customizations of the website platform for Client's specific needs, may be undertaken at GeniusVets's option; no guarantee to support specific custom functionality is made in this agreement. Additional services are billable at $150/hr. and will be approved in writing by both parties before commencing.

 

Standardized Platform

The GeniusVets platform is a standardized system which allows us to deliver industry-leading functionality at an economical price; and as such, not all requests for features, configurations, or design can be accommodated.

 

Content

GeniusVets Base Content, including but not limited to all Service Pages, Breed Library, and Blog Posts, is licensed "as is" for use and revision by Client in perpetuity, once it is delivered to Client’s GeniusVets website and as long as it remains on the Client’s GeniusVets website. This Content may not be moved out of the GeniusVets website platform or otherwise imported, replicated or transferred to any other website platform or system. In addition to this content, GeniusVets may develop additional content ("Licensed Content") which it offers as an optional value-added feature to Clients. Such Licensed Content will not become the property of Client, and will cease to be available to Client in the event that the Marketing Program is discontinued.

 

Technical Support

As part of the Platform Subscription, GeniusVets provides technical support. Details of our Technical Support offering are available at https://www.geniusvets.com/support.

 

Term of Agreement

The "initial" term of this Agreement shall be twelve (12) months from the Effective Date. At the end of this initial term, this Agreement shall be automatically renewed either for 12 additional months; or in monthly increments until terminated by either party with 30 days written notice; or as otherwise documented in Client's specific Digital Services Agreement. Any fees due prior to the termination date according to the terms of this agreement and any mutually agreed upon SOW shall become immediately due in full upon receipt of an intent to terminate notice by either Party.

GeniusVets makes a large investment of time and budget at the beginning of each engagement, this Agreement may not be terminated before Client has made a minimum of 12 monthly payments in the amount specified in the GeniusVets Order Form, or paid the equivalent amount as a lump sum, unless such termination should be due to a breach of this agreement by GeniusVets as outlined under Termination.

As used herein, “completion” of the website is defined as the deployment of the site to a publicly viewable URL (“launch”), or the completion of all the features outlined in this Statement of Work, whichever occurs first. Circumstances beyond GeniusVets’s control can prevent our work from being launched promptly after Completion, including but not limited to lack of approvals by Client or missing content to be provided by Client. GeniusVets will make every reasonable effort to communicate with Client and gather the necessary approvals and content. In the event that any tasks required to complete a project are delayed by more than 90 days due to lack of response or follow-up by Client, GeniusVets reserves the right to terminate the project and bill any incurred fees in full.

In the event that Client chooses to terminate the Hosting portion of this Agreement, GeniusVets will deactivate Client's hosting as of the termination date and provide to Client an archive of the site's code and content as of that date, with the exception of GeniusVets's Licensed Content. Client may thereafter use this site archive as desired with no additional fees due to GeniusVets. GeniusVets cannot provide support, maintenance, or updates; or accept any liability for site archives once they are extracted from the GeniusVets Platform. Please note that while Client may continue to host the site independently, GeniusVets content may not be moved out of the existing site into any other system, as noted under Content elsewhere in this agreement.

 

Ownership of the Website

As GeniusVets utilizes a standardized platform, ownership of the Website by Client is limited to Client's single unique site with its individual configuration. No ownership of the underlying software, systems, or Content (Basic, Licensed or otherwise) is conveyed by this agreement. In addition, as GeniusVets’ mission is to support independent veterinary practices, the ownership of a GeniusVets website or any other GeniusVets work product may not be transferred or assigned to a corporate consolidator through the sale of the practice, except by written consent of GeniusVets.

 

Promotional Usage

GeniusVets reserves the right to demonstrate the publicly available portions of the Website for the purposes of marketing, including but not limited to website content, press releases, and social media announcements; and to place a discreet “backlink” on the site for marketing purposes.

 

Terms of Service: GeniusVets Digital Marketing Services

GeniusVets offers a variety of Service Packages. In the event that Client has purchased one or more of the Services listed below, their respective Terms shall apply as noted below for that Service. The exact Services to be received by Client shall be those listed on the GeniusVets Order Form and the invoice provided to Client.

If Client has purchased access to Service and Breed Content Libraries: GeniusVets will provide access to our full Content Libraries including Services and Social content, as well as any new content for these Libraries which is developed during the term of this agreement.

If Client has purchased Blog Content Libraries and Posting Service: New blog posts will be made available directly on Client’s GeniusVets site for publication. Reviewing and publishing these posts is the responsibility of Client; training will be provided by GeniusVets.

If Client has purchased CTA Banners: GeniusVets will provide CTA (call-to-action) banners for common services. Includes customization of banners for Client’s branding, as well as implementation of banners if Client is using a GeniusVets website. Company will not provide an integrated marketing automation, CRM or email platform with this service.

If Client has purchased the GeniusAnalytics™ Practice Intelligence Dashboard: GeniusVets will provide setup of Google Analytics and Google Search Console accounts, and will implement GA tracking code. Includes setup of up to 3 goals and/or tracked events; setup of GeniusVets Analytics Dashboard; and creation of a baseline report. Monthly reporting will be provided for the duration of this agreement.

If Client has purchased GeniusCalls™ Call Tracking: Client will receive up to three call tracking numbers. Client will also receive one dashboard where call tracking reports for all practices can be accessed.

If Client has purchased GeniusDirectories™ Business Listing / Online Directory Optimization: GeniusVets will set up and optimize recommended local business listing profiles. Includes approximately 30 standard business profiles representing what GeniusVets has determined to be important online business directory websites.

If Client has purchased GeniusSocial™: GeniusVets will provide setup and access to GeniusVets Social Management Platform; Social Profile Template and setup assistance; and setup and optimization of top social profiles in our Social Management Platform. GeniusVets will provide Client with access to our Social Post Inspiration Library, which includes inspiration to help Client's team create their own engaging social media content. This service does NOT include pre-written social posts for Client's use; this is offered as a separate service for Clients in our Alpha Dog program, as detailed below.

If Client has purchased GeniusReviews™ Reputation Management Tools: GeniusVets will set up and configure our review collection tool for Client. GeniusVets will provide training to appropriate Client staff on the use of the review collection program. Also includes monthly review monitoring and reporting on review performance.

If Client has purchased Video Content Posting Service: GeniusVets will provide support in posting content to client website for up to 4 pages per month based on veterinary care informational videos created and provided by client. Client agrees to create videos and post videos to YouTube (up to 10 min in length), and provide the YouTube URL to company. Company will create, edit and format a written transcript of the video and post both the written transcript and YouTube video embed code to client website. Client agrees that video content provided by client will be added to the GeniusVets content network library and made available to both other GeniusVets clients and to GeniusVets itself, to support our mission of helping independent practices thrive and educating pet owners. This service is optional and is offered on a month-to-month basis. Important additional terms and conditions apply to submissions made to the GeniusVets Content Library. 

If Client has purchased Pay Per Click (PPC) Management: GeniusVets will set up Client account on agreed-upon advertising networks and establishment of approved advertising campaigns utilizing a budget amount approved by Client. Client will be responsible for the cost associated with the actual pay-per-click ads. These fees will be paid by client directly to the appropriate advertising network and must be paid via credit card. GeniusVets will set up client advertising accounts and report on Client advertising campaigns on a monthly basis. Client acknowledges that advertising networks may over-deliver or under-deliver on the specified ad budget. GeniusVets is not responsible for fees charged by advertising networks to Client.

If Client has purchased Success Coach strategy consultation and support: GeniusVets will provide ongoing support to Client with marketing implementation as outlined herein. Includes meetings with a GeniusVets Project Manager during the implementation period (approximately 2 months from start date). In addition a GeniusVets Client Success Coach will be accessible by phone or email for questions and support on an as-needed basis. In addition to the GeniusVets Project Manager and Success Coach, GeniusVets may provide access to a Senior Strategy Consultant as necessary, to provide high-level guidance and recommendations for maximizing Client’s marketing performance.

If Client has purchased the GeniusVets Alpha Dog Program: Limited exclusivity is offered as part of the GeniusVets "Alpha Dog" program. This exclusivity specifically applies to the use of our "premium content libraries" including: pre-written service page content; breed specific information; social posts; blog posts; and promotions. Access to these “premium content libraries” is only offered with our Alpha Dog program. While this Service Agreement remains in place, GeniusVets will not allow any competitor within the Competitive Area to use these premium content libraries without prior written consent from Client. This exclusivity does not restrict the ability of GeniusVets to provide other products and services to veterinary practices within the Competitive Area. "Competitive Area" varies depending on geography, and is defined specifically within the Agreement issued to each Client.