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For hospitals
Veterinarians & Technicians: Please refer to the Roo User Agreement found here.
For clarity, with respect to Practices, this User Agreement amends and restates, as of the date set forth above, the previous User Agreement located at https://www.roo.vet/terms-of-use.
Roo Veterinary, Inc. ("Roo") makes available the Roo mobile website and the associated Roo technology platform, tools (e.g., dashboards), and interfaces (together with any other related Roo website, mobile application software, or technology platform, tool, connection, interface, or integration system Roo may make available now or in the future, collectively, the "Roo Platform"), all information and other content on or via the Roo Platform (collectively, the "Content"), and all services available through or as part of the Roo Platform (collectively, the "Services") pursuant to the terms and conditions set forth below and the terms and conditions incorporated herein by reference (collectively, this "Customer Agreement"), which is a legally binding agreement between Roo and the professional organization or facility in Canada that registers for an account as described herein ("you", “your” or "Customer"). Any such individual who registers Customer hereby represents and warrants that (a) he or she has the authority to act on behalf of Customer and is authorized to bind Customer to this Customer Agreement, and (b) he or she (or Customer) has complied with, and completed, all applicable registration procedures and requirements with respect to Customer.
PLEASE READ THIS CUSTOMER AGREEMENT CAREFULLY. YOU MAY ACCEPT THIS CUSTOMER AGREEMENT DURING THE ACCOUNT REGISTRATION PROCESS OR LOGIN PROCESS, WHICH CONTAIN THE EXPRESS ACKNOWLEDGEMENT THAT YOU HAVE READ AND AGREE TO THIS CUSTOMER AGREEMENT. YOU MAY ALSO ACCEPT THIS CUSTOMER AGREEMENT BY OTHERWISE INDICATING YOUR ASSENT TO THESE TERMS OR BY ACCESSING OR USING THE ROO PLATFORM OR ANY SERVICES. YOUR ACCEPTANCE, BY ANY OF THE FOREGOING METHODS, CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THIS CUSTOMER AGREEMENT. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS CUSTOMER AGREEMENT, THEN ROO DOES NOT AUTHORIZE YOU TO ACCESS OR USE THE ROO PLATFORM OR ANY SERVICES.
ARBITRATION NOTICE: AS SET FORTH IN GREATER DETAIL IN THE "MUTUAL ARBITRATION" SECTION BELOW, DISPUTES BETWEEN YOU AND ROO WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING OR IN ANY PROCEEDING BEFORE A COURT OF LAW, SUBJECT IN EACH CASE TO THE LIMITED EXCEPTIONS DESCRIBED IN THE "MUTUAL ARBITRATION" SECTION BELOW.
LIMITATION OF LIABILITY NOTICE: AS SET FORTH IN GREATER DETAIL IN THE “LIMITATION OF LIABILITY” SECTION BELOW, ROO SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, AND THE AGGREGATE LIABILITY OF ROO TO YOU OR ANY THIRD PARTIES IS LIMITED TO THE GREATER OF $1,000 OR THE AMOUNT YOU HAVE PAID TO ROO IN THE TWELVE MONTHS BEFORE THE ACTION GIVING RISE TO LIABILITY.
You understand that Roo may amend this Customer Agreement from time to time on a prospective basis without notice to you. A link to this Customer Agreement is available each time you log into (or otherwise use) the Roo Platform and, by completing the login process, you accept any amendments made since your last acceptance of the terms of this Customer Agreement. Accordingly, you should review this Customer Agreement each time you elect to log into (or otherwise use) the Roo Platform. Roo may elect to provide you with e-mail, text or other notice of any amendment to this Customer Agreement (and may summarize any such amendment), but neither the failure to provide, nor any inaccuracy in, any such notice shall limit or otherwise affect your acceptance of the modified terms of this Customer Agreement by logging into (or otherwise using) the Roo Platform.
IN THE EVENT THAT YOU DO NOT AGREE TO ANY CHANGE TO THIS CUSTOMER AGREEMENT, YOU MAY REFUSE SUCH CHANGE BY DISCONTINUING ALL ACCESS TO THE ROO PLATFORM AND CEASING ALL USE OF THE SERVICES. IF YOU CONTINUE TO ACCESS THE ROO PLATFORM OR USE THE SERVICES IN ANY MANNER AFTER SUCH CHANGE BECOMES EFFECTIVE, SUCH ACCESS OR USE CONSTITUTES YOUR ACCEPTANCE OF THE MODIFIED CUSTOMER AGREEMENT.
The Roo Platform includes a marketplace where licensed veterinarians and other qualified veterinary professionals who are registered as users of the Roo Platform ("Professionals") can be matched with veterinary hospitals, veterinarian offices, accredited practice facilities or other entities or licensed facilities engaged in the practice of veterinary medicine who are registered as customers of the Roo Platform ("Practices"), where the Practices (like you) are seeking the services of a Professional on a contract basis to perform veterinary services, which may include practicing veterinary medicine or performing services rendered by registered veterinary technicians or technologists, as directed by the Practice ("Veterinary Services"), under temporary working arrangements consisting of one or more full or partial day timeframes (each a "Shift"). The Roo Platform is intended for professional and commercial use solely by Professionals and Practices engaged in the lawful practice of veterinary medicine. You will not access or use the Roo Platform for any personal, family or household use. For the avoidance of any doubt, Roo does not provide workers to Practices or other third parties and, without limiting the generality of the foregoing, Roo is not a recruitment agency, temporary help agency or employment agency. Moreover, Roo does not enter into veterinary-patient-client relationships, and Roo does not itself carry on the practice of veterinary medicine, provide Veterinary Services or provide consultation to Practices, other than the limited services provided through the Roo Platform. Roo does not itself employ or directly engage as contractors Professionals and does not provide services or consultation to Professionals, other than the limited services provided through the Roo Platform.
The Roo Platform allows a Practice to identify potential Shifts for which it is seeking Professionals to perform Veterinary Services and for one or more Professionals to offer to perform Veterinary Services for such prospective Shifts. To the extent that one or more Professionals offer to perform Veterinary Services for any prospective Shift identified by a Practice, the Practice will select from among such offers to fill the prospective Shift within the time period established by the Roo Platform for such circumstances. You acknowledge and agree that any decision by a Professional to offer or accept a Shift is a decision made in such Professional's sole discretion, using such Professional’s business judgment, and that any decision by you to accept a Shift offered by a Professional is a decision made in your sole discretion. Roo shall not be liable to any Practices, Professionals, or other end-users in respect of any Veterinary Services or any action or omission of any Professional or Practice relating to or arising in connection with a Shift accepted by a Professional, except as otherwise expressly set out in this Customer Agreement. By accepting the terms and conditions of this Customer Agreement Customer hereby agrees to hold Roo harmless and indemnify Roo against any third party claims related to any Veterinary Services.
Practices may also have access to Roo’s Talent Tracker platform in connection with the use of the Roo Platform. For the avoidance of doubt, your use of the Talent Tracker platform and any related Hiring of a Professional is at all times subject to the terms set forth in this Customer Agreement. Without limiting the foregoing, the Talent Tracker platform may provide certain terms and provisions (including with respect to fee schedules or payment obligations) that supplement or override the corresponding terms set forth in this Customer Agreement and you agree to at all times comply with any Talent Tracker-specific terms, as may be further set forth on the Talent Tracker platform.
At its discretion, Roo may offer additional Services, or update, revise or otherwise modify the Roo Platform and any Services or Content, in which case this Customer Agreement shall apply to the modified Roo Platform and any and all such additional or modified Services or Content. Roo reserves the right to discontinue, suspend, cancel or otherwise cease offering the Roo Platform or any Services or Content, with or without prior notice, either generally or specifically with respect to you. You agree that Roo shall not be held liable for any such additions, updates, revisions, modifications, discontinuances, suspensions, cancellation or cessation of any of the Roo Platform, Services and/or Content. You also agree that you are not relying on any statements or expectations relating to any potential future functionality or features of the Roo Platform, Services and/or Content.
If you receive access to any trial, free, or beta functionality, Content, Services, components, applications, versions, environments, instances, enhancements, or extensions of the Roo Platform (collectively, "Beta Services"), which may be made available to you in connection with testing or evaluation and may be marked or otherwise indicated as trial, test, beta, pilot, preview, non-production, evaluation, or another similar description, Roo will make such Beta Services available to you, subject to the terms of this Customer Agreement, until the earlier of (a) the end of the applicable trial period, (b) suspension or termination by Roo, in its sole discretion, of access to such Beta Services; or (c) suspension or termination of your account on the Roo Platform. Notwithstanding anything to the contrary in this Customer Agreement (and to the maximum extent permissible under applicable law), any such Beta Services are provided on an "AS IS" AND WITH ALL FAULTS basis, and you assume all risks associated with, and Roo shall not have any obligations or liability arising from or related to, any such Beta Services (or any use thereof). You acknowledge that Beta Services are not a final, generally available commercial product and are solely for the testing or evaluation purpose(s) expressly authorized by Roo, and you agree to provide Roo with reasonable feedback and cooperation in connection with such purpose(s). Additional terms and conditions may appear on Roo's website or the Roo Platform regarding Beta Services, and any such additional terms and conditions are incorporated into this Customer Agreement by reference. For clarity, except as otherwise set forth herein, the Roo Platform, Content and/or Services (as applicable) include the Beta Services for the purposes of this Customer Agreement.
Access to the Roo Platform and the Services offered on the Roo Platform are available only to customers who complete the registration process (including express acceptance of this Customer Agreement during such registration process) and meet the requirements imposed by Roo (or as required by applicable law) to participate as a Practice. Roo reserves the right to refuse any or all of the Services to (and to refuse registration of or deactivate the account of) anyone at any time, in its sole discretion. Without limitation to the foregoing, Roo reserves the right to refuse registration to (or suspend or terminate access to the Roo Platform by or deactivate the account of) anyone who has previously had a prior registered account suspended or terminated for any reason.
When you register to access the Roo Platform, you will select a user name and a password so that you can access your account at the Roo Platform. You agree that you will keep your password and any other access credentials (collectively, "Password") confidential and that you are responsible for maintaining the secrecy and confidentiality of your Password. You further agree that you are solely responsible for activities regarding your account and Password (including activities by third parties using your user name and Password or using a login session you commenced). If you think there has been unauthorized use of your account or Password, you agree to immediately notify Roo and cooperate to resolve the issue. You understand that if you do not follow the terms of this paragraph, Roo may suspend or terminate your account, which will prevent your use of the Roo Platform. You understand that Roo is not responsible in any way and will not be liable to you or to any third person, if you do not comply with the terms of this paragraph. You may only create one account for any customer, and Roo reserves the right to shut down any additional accounts.
You are responsible for any act or omission of your personnel (and any other individual acting for or through you) as if you directly engaged in such conduct.
When you register to access the Roo Platform and participate in the Services and from time to time when you use the Roo Platform and/or the Services, you will be required to provide additional information and data about yourself or your use of the Services and you may be required to upload copies of documents or other materials (including, without limitation, verification of identity, professional licensing information and payment information). You hereby represent, warrant and covenant that (a) all information you provide in the registration process, through the functionality of the Roo Platform or otherwise in connection with your use of the Services is and will be accurate, correct, current and complete, (b) all documents and other materials you provide in the registration process, through the functionality of the Roo Platform or otherwise in connection with your use of the Services are and will be accurate, correct, current and complete, and (c) you will maintain and promptly update your registration and profile information and all other information you have provided and all documentation and materials you have provided, so as to maintain their accuracy, correctness, contemporaneousness and completeness at all times. Without limitation to the foregoing, you represent and warrant that (i) if you register as a Practice that is an individual (for example, in the case of a solo practitioner), you have completely and accurately identified the full legal name of the individual operating as the Practice, and (ii) if you register as a Practice that is an organization (for example, in the cases of a partnership or a corporation), you have completely and accurately identified the nature and full legal name of the organization operating as the Practice as well as the practice facility name (if different than the full legal name of the organization).
You agree that Roo may obtain, and hereby authorize Roo to obtain, information about you in accordance with Roo’s Privacy Policy (as defined under Section 6, below), including background checks with respect to any criminal, credit (in respect of the business), and professional records, and you agree to provide any further necessary consents or authorizations to facilitate such checks or Roo's access to such records. In the event that Roo determines that any information, documents or materials you submit through the Roo Platform or otherwise provide to Roo are not accurate, correct, current and complete in all respects or the results of any investigation performed by Roo are not satisfactory to Roo in its sole discretion, Roo reserves the right to suspend or terminate your access to the Roo Platform and the Services and/or deactivate your account, in its sole discretion.
Personal information that you provide to Roo through the Roo Platform or Services or that Roo otherwise collects about you ("Customer Data") will be treated by Roo in compliance with Roo's Privacy Policy ("the Privacy Policy"), which can be accessed here and which is hereby incorporated into and made a part of this Customer Agreement. Notwithstanding anything to the contrary set forth therein, you hereby grant to Roo a worldwide, non-exclusive license to use any Customer Data to the extent reasonably necessary to perform the Services. Subject to applicable law, you also hereby grant to Roo a worldwide, non-exclusive license to use any Customer Data to perform, maintain, support, and improve the Services (and as otherwise authorized in this Customer Agreement). You represent and warrant that you own all right, title and interest in and to the Customer Data or you have a license granting you the rights necessary to permit you to grant the foregoing licenses. Roo may use any Customer Data in an aggregated format with or without data provided by third parties for any purposes not prohibited by applicable law, provided that it is not reasonably possible to identify you from such aggregated data.
You further acknowledge and agree that (a) any calls made to Roo’s Customer Support team (whether or not such calls are made regarding this Customer Agreement, the Services, or the Content) may be recorded by Roo for Roo’s internal use in connection with the Roo Platform or Services for training and quality assurance purposes, and by making any such calls you hereby consent to such recording and use of any resulting content; and (b) you may be presented with opportunities to opt-in to certain automated instant messaging capabilities in connection with the Roo Platform and Services, and that your agreement to opt-in to such capabilities represents your consent to receive such instant messaging communications, as either practice referenced in this paragraph is further described in the Privacy Policy.
Vulnerability Disclosure Program
Notwithstanding the foregoing, in the event that Roo asserts a right to indemnification under this Customer Agreement with respect to any third party action filed and pending in the court of another jurisdiction, Roo may assert such claim for indemnification in the court in which such third party action has been filed and the parties agree that both parties' interests and judicial economy are served by resolving the indemnification claim in the same proceeding as the underlying third party claim subject to indemnification.
To the extent that you retain any Professional to perform Veterinary Services as a result of use of the Roo Platform, you represent, warrant, covenant and agree that:
In the event that you do not comply with the requirements of this Customer Agreement, Roo may suspend or terminate your access to the Roo Platform and the Services and/or deactivate your account, in its sole discretion.
Customer acknowledges and agrees that, in reliance upon the terms of this Customer Agreement, Roo is providing Customer with access to valuable proprietary information through the Roo Platform concerning Professionals seeking work as veterinary professionals. Customer further acknowledges and agrees that the creation and operation of the Roo Platform required and requires the utilization of substantial resources by Roo and that Roo would not facilitate the matching of Practices and Professionals, and the attendant exchange of proprietary information, in the absence of the terms contained in this Section 9 ("Hiring of a Professional") and that the terms set forth in this Section 9 ("Hiring of a Professional") are reasonable.
Accordingly, Customer agrees that it (and each of its affiliated entities and Practices) shall not (a) except by payment to Roo of the applicable hiring fee (as posted on the Roo Platform or otherwise communicated by Roo, the "Hiring Fee"), hire or offer to hire as an employee, whether on a fulltime, part-time or per diem basis, any Professional who has performed or offered to perform any Veterinary Services for such Practice for a Shift or with whom such Practice has come into contact through or as a result of the Roo Platform or any Services during the twelve month period prior to such offer, hire or retention; or (b) without Roo’s prior written consent, hire any Roo employee who has come into contact with Customer through the Roo Platform during the twelve month period prior to such hire. Notwithstanding the foregoing, a Hiring Fee shall only be payable if a Professional is hired within six months of the date the Professional works their first shift for the Customer, such that if a Professional is hired by a Customer following this six month period, no Hiring Fee will be payable to Roo.
Customer agrees to promptly notify Roo (by email at relieftohire@roo.vet) of any prospective (or actual) solicitation or hire that would be subject to a Hiring Fee and to provide such information relating thereto as may be reasonably requested by Roo. Unless otherwise instructed by Roo, any Hiring Fee will be invoiced by Roo, and paid by Customer, in accordance with the Invoicing Terms (as defined below).
Without limitation to its other rights and remedies under this Customer Agreement, in the event that Customer violates this Section 9 ("Hiring of a Professional") through an unpaid or unreported hire (collectively, "Unauthorized Hiring"), Roo reserves the right (a) to deactivate the account of, or otherwise suspend or terminate access to the Roo Platform by Customer, (b) to recover from Customer the Hiring Fee (and Roo is authorized to charge the payment method on file in accordance with Section 11 ("Payment Methods") set forth below, including interest for late payment), and/or (c) recover all such other damages, costs and amounts Roo can demonstrate that it has sustained as a result of such Unauthorized Hiring. To view Roo's fee schedule for Hiring of Professionals, please click here.
In exchange for the use of the Roo Platform and the services provided by Roo, you agree that Roo shall receive a service fee ("Shift Fee") for each Shift for which a Professional is matched with a Practice to perform Veterinary Services through the Roo Platform. For clarity, you shall owe Roo a Shift Fee for each Professional hired through the Roo Platform whether or not the Professional is matched with the specific Practice registered on the Roo Platform as Customer hereunder or another hospital or practice affiliated with the registered Customer. The Shift Fee for each Shift shall be a determined amount (or an amount that can be determined from the information supplied by the Professional and the Practice prior to the agreement to the Shift) as displayed to the Practice through the Roo Platform at the time of the acceptance of the Shift. In addition, you agree that Roo shall be reimbursed for any third-party charges (including processing fees) paid or payable by Roo in connection with any Shift ("Third Party Fees"). You agree that Roo has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms in the Roo Platform or quoting you an amount or rate for any Shift at the time you make a request. You are responsible for reviewing, and remaining familiar with, the applicable price quote within the Roo Platform and shall be responsible for all charges incurred under your account regardless of your awareness of such charges or the amounts thereof. You also expressly authorize Roo's service provider, Stripe, Inc. (“PSP”) to originate credit transfers to your financial institution account. All payment services are provided by PSP and not Roo. More information can be found at https://stripe.com/legal/connect-account/recipient.
For each Shift, Customer agrees to pay Roo the sum of (a) all compensation that Customer is required to reimburse to Roo in respect of amounts paid by Roo to the Professional performing the Shift, including the Shift Compensation payable to the Professional performing the Shift and, if applicable, any required withholding or other taxes, (b) the Shift Fee for the Shift, and (c) any applicable Third Party Fees. All such payments shall be made in accordance with Section 11 ("Payment Methods") set forth below. Customer acknowledges that the establishment of a payment mechanism in accordance with Section 11 ("Payment Methods") is a prerequisite to utilizing the functionality of the Roo Platform.
In addition, Roo reserves the right to introduce or change fees at any time for, or in connection with, the Roo Platform, Content, and/or Services, and Roo will provide notice of any material changes to its applicable fees.
Customer may provide to PSP a valid credit card, debit card, prepaid charge card or other payment mechanism approved by Roo to facilitate payments owed by you to Roo under this Customer Agreement. Customer acknowledges that retaining current and valid payment mechanism information on file with PSP may be a precondition to its ability to utilize the Roo Platform and receive the Services.
You authorize Roo and its PSP to charge any and all amounts payable by you under this Customer Agreement using any such payment mechanism on file with the PSP, provided that if any payment amount cannot be processed, you shall make, upon Roo's request, immediate payment of such amount by EFT, wire transfer or other payment method required by Roo. Upon addition of a new payment method, Roo may seek authorization of the selected payment method to verify the payment method, ensure payment charges will be covered, and protect against unauthorized behavior. The authorization is not a charge, but it may reduce your available credit by the authorization amount until your bank's next processing cycle. Should the amount of the authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. Roo shall not be held responsible for these charges and is unable to assist you in recovering them from your issuing bank.
If expressly authorized by Roo (or this Customer Agreement), Roo will invoice Customer for certain amounts due hereunder (including in connection with Section 9 ("Hiring of Professional")) pursuant to the following terms (collectively, the "Invoicing Terms"): (a) each such invoice is due and payable 60 days (or a different time period specified by Roo or this Customer Agreement) after the invoice date, (b) the outstanding balance of any payment not received from Customer by the due date shall accrue interest at 1.5% per month (18% per annum) (or, if lower, the maximum rate permitted by applicable law) from the date such payment is due until the date paid, and (c) Customer shall also pay all costs incurred (including reasonable legal fees) in collecting overdue amounts.
If a petition is brought by or against you under any provincial or federal insolvency law, any of your payment obligations hereunder shall rank in right of payment senior to and with priority over all claims of any and all other of your unsecured creditors, whether now existing or hereafter arising, and whether such claims are liquidated or unliquidated, contingent or non-contingent, matured or unmatured, disputed or undisputed, including trade creditors and unsecured lenders, in each case to the fullest extent permitted by applicable law.
You may be entitled to a limited refund or credit (each a “No Call/No Show Credit”) in the event that a Professional does not show up for a confirmed Shift (for which you have paid the Shift Fee) without providing notice to you or Roo at least 72 hours before the applicable Shift’s scheduled start time and such absence is not otherwise excused by a doctor’s notice for a medical emergency (a “No Call/No Show”). In the event of a No Call/No Show, Roo shall apply a No Call/No Show Credit equal to the Shift Fee for the applicable Shift, as well as any additional credit towards future Shifts as such amount may be determined and provided by Roo in its sole discretion. In the event you believe you are entitled to a No Call/No Show Credit that is not otherwise provided by Roo to your account, you may contact Roo’s Customer Support team at hello@roo.vet specifying: the date and time on which such No Call/No Show occurred; the name of the applicable Professional; the amount of the Shift Fee paid hereunder to Roo; and any other relevant information to Roo’s determination of whether a No Call/No Show has occurred. Subject to the terms of this Customer Agreement, you may apply any No Call/No Show Credit to any Shift Fee or other amount owed to Roo hereunder, provided that if you do not apply any such No Call/No Show Credit within 30 days of the application of such No Call/No Show Credit to your Roo Platform account, Roo reserves the right to apply such No Call/No Show Credit to any amount owed to Roo hereunder in Roo’s sole discretion.
Except for Customer Content (as described and defined below) and Customer Data, as between Roo and you, the Roo Platform (including, any Software Components), the Services and all information, text, software, data, photographs, music, video, messages, tags or any other Content made available through the Roo Platform or Services, and all intellectual property rights therein (including, without limitation, database rights, copyright, design rights, trademarks and other similar rights wherever existing in the world), are and shall remain the sole property of Roo and Customer hereby assigns, conveys and transfers to Roo any rights you may acquire therein. The Roo Platform and the Content may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Any use of Roo's name (or any of Roo's logos or other trademarks) will be subject to Roo's express prior written (email acceptable) approval and will be solely for Roo's benefit. Except as expressly authorized by Roo, and as a condition of your access to the Roo Platform, you shall not modify, rent, lease, loan, sell, distribute or create derivative works based on the Roo Platform or any Content, in whole or in part. Further, as a condition of your access to the Roo Platform, you will not attempt to hack, crack or otherwise access any portion of the Roo Platform which is not made generally available by Roo in the ordinary course. Roo herein reserves the right to use security components that may permit digital Content to be protected (including, by way of example and not limitation, digital watermark technology), and you agree that use of Content is subject to usage guidelines established by Roo or any other providers supplying the Content. You shall not attempt to override or circumvent any such security components.
The Roo Platform may contain or make available information, text, software, data, photographs, music, video, messages, tags and other Content submitted by Practices, Professionals, or other end-users ("User-Generated Content"). User-Generated Content may include, without limitation, profile information, performance ratings or reviews, survey responses, forum postings, message board posts, and similar comments and feedback. You agree that all User-Generated Content, whether it is publicly or privately posted and/or transmitted, is the sole responsibility of the Practice, Professional, or other end-user from whom such User-Generated Content originated. Roo does not lay claim to ownership of any User-Generated Content which you may submit, provide or otherwise make available to Roo (" Customer Content"). Therefore, you hereby grant to Roo a worldwide, fully-paid, royalty-free, irrevocable, transferrable and fully-sub-licensable, non-exclusive right and license to use, permit the use of, copy, reproduce, distribute, publish, modify, adapt or otherwise create derivative works from, publicly perform, publicly display and otherwise exploit and utilize in any manner all Customer Content, in accordance with the Privacy Policy. You agree that (i) you own or have a license to Customer Content to allow you to transmit it to the Roo Platform, (ii) you are solely responsible for evaluating any and all Customer Content made available by way of the Roo Platform or Services, (iii) you shall only use third parties’ User-Generated Content for the specific purpose(s) for which it was made available (and in accordance with any data usage terms, policies, or guidelines), and (iv) Roo provides no assurances concerning the accuracy, integrity or quality of any User-Generated Content. It is expressly understood that by use of the Roo Platform or Services, you shall be responsible for any losses or liability to which you may be exposed as a result of User-Generated Content including, but not limited to, any errors or omissions in any User-Generated Content, and/or any loss or damage of any kind incurred as a result of the use of any User-Generated Content posted, emailed, transmitted or otherwise made available by Roo and you hereby agree to hold Roo harmless and indemnify Roo from any claims related thereto. Roo reserves the right to remove, redact or edit User-Generated Content posted or transmitted through the Roo Platform, but no exercise of such right shall make Roo responsible in any way for the contents of User-Generated Content.
The Roo Platform may be accessed via a mobile website, in which case you may be required to have your browser configured to accept cookies. An explanation of cookies can be found in the Privacy Policy.
Roo may, now or in the future, make available mobile applications or other downloadable software or software components (including, without limitation, applications on various social media networking platforms or other mobile software) as part of the Roo Platform to access the Services ("Software Component"), in which event you agree that such Software Component is provided to you pursuant to the terms of the end user license made available with such Software Component. If no end user license is made available with such Software Component, then Roo grants you only a personal, non-transferable and nonexclusive license to make use of the object code of the Software Component on your personal device and, as a condition of such license grant, you shall not, duplicate, reproduce, alter, modify, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code (or underlying algorithms or structure), sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software Component. Furthermore, as a condition of the aforementioned license grant, you agree not to alter or change the Software Component in any manner, nature or form, and as such, not to use any modified versions of the Software Component, including and without limitation, for the purpose of obtaining unauthorized access to the Roo Platform or Services. You acknowledge and agree that the Software Component may automatically download and install upgrades, updates, or other new features. You may be able to adjust whether you receive these automatic downloads through your hardware's settings. You consent to receive updates or upgrades to the Software Component automatically without providing further consent each time. The Software Component (including any updates or upgrades) may: (i) cause your device to automatically communicate with our servers to deliver the functionality described in the Software Component description or through new features as they are introduced, and to record usage metrics; (ii) affect preferences or data stored on your device; and (iii) collect personal information as set out in our Privacy Policy. We are not responsible if an update or upgrade affects how the Software Component works if this is caused by your own equipment or device not supporting the update or upgrade. You can withdraw consent at any time by uninstalling the app or by contacting us at hello@roo.vet.
The Services may be made available or accessed in connection with third party services and content (including advertising) that Roo does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Roo does not endorse such third party services and content and in no event shall Roo be responsible or liable for any products or services of such third party providers. Without limitation to the foregoing, to the extent that you download any Software Component from the Apple Store, Google Play, the Microsoft Store or another mobile application store or distribution platform operated by a third party (the "App Platform Provider"), your downloading of the Software Component shall be subject to any terms of service established by the App Platform Provider and you further acknowledge and agree that:
You acknowledge and agree that the Roo Platform has not been represented to you as and are NOT to be used by you as a source of employment advice, labour advice, veterinary medicine advice, medical or healthcare advice. The Roo Platform is NOT for use diagnosing, treating, mitigating or preventing a disease, disorder or abnormal physical state, or any of their symptoms and is NOT for use restoring, modifying or correcting any animal or the functioning of any part of an animal’s body.
You agree, as a condition to the rights granted to you herein, to follow the following basic rules of conduct when using the Roo Platform and/or Services:
If you violate any of the rules of conduct set forth above, or any other aspect of this Customer Agreement, Roo reserves the right to suspend or terminate your account and your access to and use of the Roo Platform and the Services without giving you any notice. Roo further reserves the right (but shall have no obligation) to at any time remove and/or delete any Content that Roo determines in its sole discretion to be inappropriate or undesirable for the Roo Platform.
Roo may provide mechanisms for Customer to contribute feedback related to the Roo Platform or Services. If, and to the extent that you submit any feedback, ideas, documents, suggestions and/or proposals related to the Roo Platform or the Services ("Contributions"), you agree that: (1) Roo is granted a worldwide, fully-paid, royalty-free, irrevocable, transferrable and fully-sub-licensable, non-exclusive right and license to use, copy, reproduce, distribute, publish, modify, adapt or otherwise create derivative works from and otherwise exploit and utilize in any manner all such Contributions, (2) Roo is under no obligation to either compensate or provide any form of reimbursement in any manner or nature for any such Contribution nor is Roo under any obligation to ensure or maintain the confidentiality of any Contribution; and (3) Roo shall accordingly be entitled to make use of and/or disclose any such Contributions in any such manner as it may see fit. You further represent and warrant that your Contributions do not contain any type of confidential or proprietary information and are not subject to any proprietary rights of any third party.
If you believe that any of the Content on the Roo Platform infringes upon your copyright, or otherwise violates your intellectual property rights, you should provide to the Roo agent identified below all of the following:
The Roo agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:
Roo Veterinary, Inc
2 Embarcadero Center, 8th Floor
San Francisco, CA 94111
Attn: DMCA Agent
Telephone: 1-833-ROO-VETS (833-766-8387)
Email: hello@roo.vet
Notwithstanding anything to the contrary in this Customer Agreement, Roo will have no liability for any infringement or misappropriation action or claim of any kind to the extent that it results from: (a) modifications to the Roo Platform or Service made by a party other than Roo, if the infringement or misappropriation would not have occurred but for such modifications; (b) your failure to use updated or modified access to the Roo Platform or Services provided by Roo to avoid infringement or misappropriation; (c) Roo's compliance with any designs or specifications provided by you; (d) Beta Services (or any use thereof); (e) any events or circumstances beyond Roo's control; or (f) your use of the Roo Platform or Service other than as authorized by this Customer Agreement.
Any correspondence or business dealings with, or the participation in any promotions of, other Practices, Professionals, or other third parties through the Roo Platform or Services (which business dealings may include the payment and/or delivery of goods and/or services, and any such other term, condition, warranty and/or representation associated with such dealings) are and shall be solely between you and any such third party. You agree that Roo shall not be responsible or liable for any loss or damage of any nature or manner incurred as a direct result of any such dealings with any such third party.
Roo and third parties may provide links to or compatibility with other websites and/or resources. You acknowledge and agree that Roo is not responsible for the availability of any such external sites or resources, and Roo does not endorse, nor is it responsible or liable for, any content, products, advertising or any other materials, on or available from such third party sites or resources. Furthermore, you acknowledge and agree that Roo shall not be responsible or liable, directly or indirectly, for any damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any content, goods or services made available on or through any such site or resource.
YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE ROO PLATFORM, SERVICES AND CONTENT ARE AT YOUR SOLE RISK. THE ROO PLATFORM, SERVICES AND CONTENT ARE PROVIDED ON AN "AS IS" AND/OR "AS AVAILABLE" BASIS. ROO EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE ROO PLATFORM, SERVICES AND CONTENT, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITATION TO THE FOREGOING, ROO EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES THAT (i) THE ROO PLATFORM, SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS; (ii) THE ROO PLATFORM, SERVICES OR CONTENT SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE ROO PLATFORM, SERVICES OR CONTENT WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE OBTAINED THROUGH THE ROO PLATFORM, SERVICES OR CONTENT WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY ERRORS CONTAINED IN THE ROO PLATFORM SHALL BE CORRECTED. ANY SOFTWARE COMPONENTS OR CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF THE ROO PLATFORM SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH SOFTWARE COMPONENTS OR CONTENT. ROO IS MERELY A PASSIVE CONDUIT BETWEEN PROFESSIONALS AND PRACTICES, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DECISION TO HIRE OR UTILIZE (OR REJECT, SUSPEND, REPRIMAND, PUNISH, OR TERMINATE) ANY PROFESSIONAL (INCLUDING ANY RELATED DILIGENCE ACTIVITIES, SUCH AS QUALIFICATION OR BACKGROUND VERIFICATION OR MONITORING).
ROO IS A TECHNOLOGY COMPANY. ROO DOES NOT ENGAGE IN THE PRACTICE OF VETERINARY MEDICINE. ROO IS NOT RESPONSIBLE FOR THE ACTIONS OR OMISSIONS OF ANY PROFESSIONAL OR PRACTICE OR THE QUALITY OR OUTCOMES OF ANY VETERINARY SERVICES PROVIDED BY ANY PROFESSIONAL OR PRACTICE.
THE PROVISION OF ROO PLATFORM TO ANY PROFESSIONAL OR PRACTICE IS NOT A REFERRAL, ENDORSEMENT OR RECOMMENDATION OF THE PROFESSIONAL OR PRACTICE. ROO MAKES NO REPRESENTATION OR WARRANTY AS TO THE QUALIFICATIONS, SKILL, EFFECTIVENESS OR RESPONSIVENESS OF ANY PROFESSIONAL OR PRACTICE.
Without limitation to the foregoing, Roo is not responsible for the conduct, whether online or offline, of any other end-user of the Roo Platform or the Services. You are solely responsible for your interactions with other end-users. By its very nature, other end-users’ information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. Moreover, because user authentication on the Internet is difficult, Roo cannot and does not confirm that each Practice, Professional, or other end-user is who they claim to be. Accordingly, you should use common sense when using the Roo Platform and Services, including looking at the photos of any other end-user with whom you are matched with to make sure it is the same individual with whom you deal in person. Please note that there are also risks of dealing with people acting under false pretense, and Roo does not accept responsibility or liability for any content, communication or other use or access of the Roo Platform by other end-users. By using the Roo Platform, you agree to accept and assume such risks and agree that Roo is not responsible for any acts or omissions of other end-users on the Roo Platform or participating in the Services. In the event that you have a dispute with one or more other end-users, you release Roo and its subsidiaries and affiliates and their respective directors, officers, shareholders, employees, printers, contractors, licensors, suppliers, vendors, partners, agents and representatives (collectively "Roo Parties") from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes to the fullest extent permitted by law.
YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT THE ROO PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH THE ROO PARTIES MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR. IN ADDITION, THE AGGREGATE LIABILITY OF THE ROO PARTIES TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF $1,000 OR THE AMOUNT YOU HAVE PAID TO ROO IN THE TWELVE MONTHS BEFORE THE ACTION GIVING RISE TO LIABILITY. IN ADDITION, THE ROO PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DELAY OR FAILURE, OR ANY ASSOCIATED DAMAGES, RESULTING FROM ANY EVENTS OR CIRCUMSTANCES BEYOND ROO'S CONTROL, INCLUDING ANY ACTS OF GOD, ACTS OF GOVERNMENT, FLOODS, FIRES, EARTHQUAKES, CIVIL UNREST, WARS, ACTS OF TERROR, STRIKES, EPIDEMICS, PANDEMICS, CYBERATTACKS, OR THIRD-PARTY INTERNET SERVICE INTERRUPTIONS OR SLOWDOWNS. ROO SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY VETERINARY SERVICES (OR ANY RELATED ACTS OR OMISSIONS BY OR ON BEHALF OF ANY PROFESSIONAL).
You shall indemnify and hold harmless the Roo Parties from and against any and all liabilities, losses, damages, fines, surcharges, costs, claims, demands, suits, causes of action or other harm of any kind, including reasonable legal fees, incurred or suffered by the Roo Parties that are caused, directly or indirectly, by or as a result of, or in connection with:
As stated above, the Roo Platform allows a Practice to identify potential Shifts for which it is seeking Professionals to perform Veterinary Services and for one or more Professionals to offer to perform Veterinary Services for such prospective Shifts. Roo's role, in connection with transactions between Practices and Professionals, is strictly to facilitate the connection between these parties through the use of the Roo Platform and to process payments on behalf of the Practices. You acknowledge and agree that the relationship between the parties under this Customer Agreement is solely that of a platform user. You further acknowledge and agree that the relationship is that of independent contracting parties between: (i) a Professional and a Practice; and (ii) you and Roo. You agree that Roo has no involvement in decisions of a Professional or a Practice to engage in Veterinary Services through the Roo Platform, but rather, Roo's purpose hereunder is to provide the Roo Platform to Professionals and Practices as a means to connecting the parties. You and Roo expressly agree that (1) this Customer Agreement is not an employment agreement and does not create an employment relationship between you and Roo, any Professional and Roo or you and a Professional; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Customer Agreement. You agree that neither you nor any other end-user has any authority to bind Roo, and you undertake not to hold yourself out as an employee, agent or authorized representative of Roo. For the avoidance of doubt, you and Roo expressly agree that the Professionals shall not be entitled to damages from you or from Roo in respect of termination of a Professional’s relationship with Roo or with you, whether under common law or contract.
Roo does not, and shall not be deemed to, supervise, direct or control any Practice, Professional, or other end-user generally or the performance of Customer under this Customer Agreement specifically, including in connection with any provision of Veterinary Services by any Professional to a Practice or any other end-user's acts or omissions. Customer retains the sole right to determine when, where, and for how long Customer will utilize the Roo Platform and whether to engage in Veterinary Services with other end-users. Customer retains the option to accept or to decline or ignore another end-user's request for or offer of a Shift via the Roo Platform, or to cancel an accepted Shift via the Roo Platform, subject to the then-current cancellation policies on the Roo Platform. You acknowledge and agree that end-users have complete discretion in connection with the provision of Veterinary Services by Professionals, the utilization of Veterinary Services by Practices and the manner in which they otherwise engage in other business or employment activities. You expressly acknowledge and agree that the issuance of payments through the Roo Platform as compensation from a Practice to a Professional for Veterinary Services is purely for convenience and in no way is intended to implicate Roo as an employer or a recipient of the services of either a Professional or a Practice. Without limitation to the foregoing, Roo will have no power or authority to provide instructions to or direct, supervise or control any Professional with respect to the means, manner or method of performance of Veterinary Services, and each Professional will, in the exercise of his or her independent judgment, select the means, manner, sequence and method of performance thereof.
Roo may furnish you with notices relating to this Customer Agreement by any reasonable means currently known or which may be developed including, but not limited to email, regular mail, MMS or SMS, text messaging, or postings on the Roo Platform. To the extent that Roo uses any contact information you have provided through your registration of your user account or otherwise, you agree that transmittal in accordance with such contact information shall be deemed valid notice to you, and any failure by you to update such contact information shall not affect the validity of such notice given to you. You hereby expressly consent to Roo's furnishing you with the aforementioned notices and may rescind such consent in accordance with, and subject to the terms of, the Privacy Policy.
If you wish to contact Roo, you may use the following contact information.
Roo Veterinary, Inc
2 Embarcadero Center, 8th Floor
San Francisco, CA 94111
Telephone: 1-833-ROO-VETS (833-766-8387)
Email: hello@roo.vet
In addition to notices under this Customer Agreement, by entering into this Customer Agreement or using the Roo Platform, you understand that you may receive communications from Roo, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from or on behalf of Roo may include but are not limited to: operational communications concerning your Customer account or use of the Roo Platform or Services, updates concerning new and existing features on the Roo Platform, communications concerning promotions run by Roo or third-party partners, and news concerning Roo and industry developments (with your consent where required by law). Standard text messaging charges applied by your cell phone carrier will apply to text messages sent under this Customer Agreement.
This Customer Agreement constitutes the entire agreement between you and Roo and shall govern the use of the Roo Platform, Services and Content, superseding any prior version of this Customer Agreement. The headings in this Customer Agreement are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Customer Agreement or the intent of the provisions hereof. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person may in the context require. The use of the words "include," "including" or variations thereof in this Customer Agreement shall be deemed to be by way of example rather than by limitation. No failure or delay in exercising or enforcing any right or provision of this Customer Agreement shall constitute a waiver of such right or provision. You and Roo mutually agree that the relationship between the parties shall be governed by the laws of the province of Ontario and the federal laws of Canada applicable therein. If any provision of this Customer Agreement is found to be invalid by an arbitrator or a court of competent jurisdiction, the parties nevertheless agree that the maximum effect should be given to the parties' intentions as reflected in the provision, and the other provisions of this Customer Agreement remain in full force and effect. Except as expressly provided in Section 14 ("Third Party Services and Content"), the parties agree that there are no third-party beneficiaries to this Customer Agreement. For the avoidance of doubt, each contract between Roo and each Practice that agrees to the terms of this Customer Agreement is a separate and independent contract and so no third party may enforce the terms of any Customer Agreement between Roo and a particular Practice. Roo may at any time assign Roo's rights under this Customer Agreement or any part hereof. You may not sell or assign any of your rights under this Customer Agreement or any part hereof, either voluntarily or by operation of law, without the prior written consent of Roo. Subject to the foregoing, this Customer Agreement shall be binding upon Roo, you and Roo's and your respective legal representatives, successors and assigns.
