Last Updated: March 2023
These Terms of Service (these “Terms”) between you and Basepaws govern your access to and use of the Services (as defined below). By accessing or using the Services, you acknowledge that you have read and understood, and that you agree to be bound, without limitation or qualification, by these Terms. If you are not willing to be bound by these Terms, you may not access or use the Services.
1. Definitions
a. “Basepaws” means Basepaws Inc., with a principal place of business at Zoetis c/o Basepaws 333 Portage St, Kalamazoo MI, 49007
b. “Services” means, collectively, Basepaws’ products and services (including research programs) and software, and the Sites, in each case including text, graphics, images, and other material, data and information contained therein and as may be accessed and used from time to time by you.
c. “Sites” means, collectively, all websites, mobile applications and other web-based sites and applications that are owned, operated, controlled, maintained or otherwise administered by Basepaws, including https://basepaws.com/, https://basepawsvet .com/ and their respective subdomains.
d. “Your Pet” means: (i) your cat or dog, as applicable; or (i) the pet owner’s cat or dog, as applicable, if you are such pet’s veterinarian and are using the Services on such pet’s owner’s behalf or at their direction.
e. “Your Pet Genetic/Microbiome Information” means information regarding the genotype (e.g., the As, Ts, Cs, and Gs at particular locations in Your Pet’s genome) and dental microbiome (bacteria) of Your Pet generated through the processing of Your Pet Saliva Sample by or on behalf of Basepaws.
f. “Your Pet Information” means, collectively, Your Pet Genetic/Microbiome Information and Your Pet Reported Information.
g. “Your Pet Reported Information” means all information about Your Pet that you may provide via the Sites, including information entered into surveys, forms or other features, while signed into your Basepaws Account on the Sites, including Your Pet’s disease conditions, other health-related information, personal traits and history, and other information regarding Your Pet.
h. “Your Pet Saliva Sample” means the saliva sample of Your Pet provided to Basepaws for processing in connection with the Services.
i. “Your Registration Information” means the information you provide about yourself when using the Services (e.g., name, email, address, username, password, payment information).
2. Acceptance of these Terms; Other Applicable Terms and Conditions
a. These Terms between you and Basepaws govern your use of the Services. By accessing or using the Services, you acknowledge that you have read and understood, and that you agree to be bound, without limitation or qualification, by these Terms. If you are not willing to be bound by these Terms, you may not access or use the Services.
b. In addition to and without limiting these Terms: (i) when using the Services, you shall be subject to any guidelines or rules applicable to the Services that may be posted on the Sites from time to time, which are incorporated herein by reference; and (ii) the Services may be subject to additional third party terms and conditions, including those of a Basepaws authorized third party distributor, dealer or reseller from whom you may have placed the applicable purchase order for the Services if not purchased on the Sites, provided, however, that any such third-party terms and conditions are solely between you and such third party.
с. Basepaws reserves the right to change these Terms of Use. Your continued use of the Services constitutes your acceptance of any changes or modifications.
3. Description of the Services
a. The Services include Basepaws’ genetic and oral health testing products for pets. Basepaws’ genetic testing products for pets are designed and intended to be used solely on pets to estimate a pet’s genetic similarity to certain breeds and identify known genetic markers that are associated with certain health conditions and traits. Basepaws’ oral health testing products for pets are designed and intended to be used solely on pets to identify known microbial profiles associated with certain dental health conditions. No other purpose is authorized or permitted for such products. The Services, including such products, are not designed or intended to identify the breed of a pet, diagnose diseases in a pet or predict the behavior of a pet.
b. The Services (including the information contained therein) are provided to you for educational and informational purposes only and are not intended to replace discussions with an animal healthcare professional. All decisions regarding the care of a veterinary patient, including Your Pet, must be made with an animal healthcare professional, considering the unique characteristics of the patient. Basepaws does not provide, and is not intending to provide veterinary advice, treatment or judgment. The content of the Services is not meant to be a substitute for the clinical judgment of a veterinarian or other animal healthcare professional or the clinical examination of an animal. The Services are not intended to be used by you for any diagnostic purpose and are not a substitute for veterinary advice. You should always seek the advice of Your Pet’s veterinarian or other animal healthcare professional with any questions you may have regarding the diagnosis, cure, treatment, mitigation or prevention of any disease or other health condition or impairment that Your Pet may or may not have, as well as Your Pet’s health and care in general.
c. Unless expressly stated otherwise, each new feature that augments or enhances the current Services shall be subject to these Terms. You acknowledge and agree that the Services are provided “AS-IS” and are based on the current state of genetic and microbiome research and technology in use by Basepaws at the time the applicable Service is purchased. Without prior notice to you, from time to time, Basepaws may change the form or nature of any Service or suspend, permanently or temporarily, the provision of any Service (or any features within a Service) to you or users generally. You may stop using the Services at any time and, unless you are requesting closure of your Basepaws Account (defined below), you do not need to specifically inform Basepaws when you stop using the Services.
d. You acknowledge and agree that: (i) the Services include Basepaws and Basepaws Veterinary branded Services; and (ii) the terms and conditions contained in these Terms regarding the use of the Services shall govern the use of the Services regardless of whether such Services were ordered directly from Basepaws on the Sites or from a Basepaws authorized third party distributor, dealer or reseller, provided, however, that any such third party’s terms and conditions that may govern such order are solely between you and such third party.
4. Basepaws Veterinary branded Services
In addition to and without limiting the other terms and conditions set forth in these Terms regarding the use of the Services, which include Basepaws Veterinary branded Services:
a. You acknowledge that Basepaws Veterinary branded Services are designed and intended for use by pet owner clients/customers of a veterinarian in consultation with such veterinarian in accordance with and subject to these Terms.
b. If you are a veterinarian and are using the Services on a pet owner’s behalf or at their direction, prior to such use, you agree to obtain all necessary consents and approvals from such pet owner to: (i) provide Your Pet Saliva Sample and Your Pet Reported Information to Basepaws for such purposes and uses as set forth in, and in accordance with and subject to these Terms (including, for clarity, the terms and conditions under the Section entitled “Use of Your Pet Saliva Sample and Your Pet Information”); and (ii) otherwise access and use the Services and Your Pet Information in respect of such pet owner’s pet in accordance with and subject to these Terms.
c. For clarity, if you are a veterinarian and have ordered a Basepaws Veterinary branded Service that requires a sample collection kit, subject to the obtainment of all necessary consents and approvals from the applicable pet owner as set forth above, you, rather than the applicable pet owner, would obtain and provide Your Pet Saliva Sample to Basepaws and consult with such pet owner regarding any information or materials received in connection with such Service.
5. Additional Considerations regarding the Services
a. You should not take any action or make any decision regarding Your Pet’s health solely on the basis of Your Pet Genetic/Microbiome Information or other information provided in connection with the Services. You should discuss Your Pet Information with Your Pet’s veterinarian or other animal healthcare professional before you act upon Your Pet Genetic/Microbiome Information or other information provided in connection with the Services. For most common diseases, the genes we know about are only responsible for a fraction of the risk. There may be unknown genes, environmental factors or lifestyle choices that are far more important predictors. If Your Pet Genetic/Microbiome Information indicates that they are not at elevated genetic risk for a particular disease or condition, you should not feel that they are protected. The opposite is also true; if Your Pet Genetic/Microbiome Information indicates they are at an elevated genetic risk for a particular disease or condition, it does not mean they will develop the disease or condition. In all cases, if you have any concerns or questions about what you learn through the Services, you should contact Your Pet’s veterinarian or other animal healthcare professional.
b. Genetic risk assessment is not applicable to the results of carrier screening tests. Genetic research is not comprehensive. While we measure many data points from Your Pet Genetic/Microbiome Information, only a small percentage of such data points are known to be associated with traits or health conditions. The research community is rapidly learning more about genetics and microbial profiles, and an important mission of Basepaws is to conduct and contribute to this research. In addition, many breeds are not included in genetic studies. Because the Services rely, in part, on these published studies, some interpretations of Your Pet Information may not apply to Your Pet. In addition, future research may change the interpretation of Your Pet Information and, in the future, the scientific community may show previous research to be incomplete or inaccurate.
c. You should not assume that any information we may be able to provide to you will be welcome or positive. You should also understand that as research or technology advances, in order for you to assess Your Pet Information in the context of such advances, you may need to obtain further services from Basepaws and, in all cases, should consult with Your Pet’s veterinarian or other animal healthcare professional regarding the health and care of Your Pet.
d. If using Basepaws’ genetic and oral health testing products for pets, you acknowledge that Basepaws may process Your Pet Saliva Sample and evaluate and analyze Your Pet Genetic/Microbiome Information generated from such processing. Your Pet Genetic/Microbiome Information may also be evaluated and analyzed in conjunction with Your Pet Reported Information. By providing Your Pet Saliva Sample and Your Pet Reported Information to Basepaws, you acknowledge that such sample and information and the evaluation and analysis of, and results from, such sample and information may be used, evaluated and analyzed by Basepaws in conjunction with other samples and information that may be provided to, or processed, evaluated or analyzed by, Basepaws, for research, development, commercial and other purposes and may be shared with Basepaws’ affiliates and contracted third parties for such purposes.
e. Once we obtain Your Pet Information, the knowledge is irrevocable. You acknowledge that Your Pet Saliva Sample will not be returned to you and may be disposed of or stored by Basepaws at its sole discretion. You further acknowledge that future releases of Basepaws’ products and services may refine and change results as more information is obtained regarding the breed structure, if new genetic markers are included, or other similar developments. You agree to Basepaws’ instructions related to the ordering process, payment, sampling, and sample delivery. In the unlikely event that it is not possible to provide an analysis (for example, due to an insufficient DNA sample) or that an error in the analysis occurs, liability by Basepaws and its affiliates is expressly disclaimed and damages, in any event, are limited to the payment actually received by Basepaws, if any, for the applicable Service, in accordance with and subject to these Terms.
6. No Recommendations and Endorsements
a. Basepaws does not recommend, endorse, warrant or guarantee the effectiveness of any specific course of action, resources, tests, veterinarian or other animal healthcare professionals, drugs, biologics, medical devices or other products, services, procedures, opinions or information that may be mentioned on the Sites or otherwise referred to in connection with the Services. All information provided in connection with the Services, including information that is provided in a form that may be construed or interpreted as a recommendation or endorsement, is intended for educational and informational purposes only and should be discussed with Your Pet’s veterinarian or other animal healthcare professional. Basepaws believes that (a) the understanding of genetics and microbial profiles is only part of the picture of any pet’s health, (b) the understanding of such information is rapidly evolving and at any given time we only comprehend a part of the picture of the role of genetics and microbial profiles in a pet’s health, and (c) only a trained veterinarian or other animal healthcare professional can assess a pet’s health, taking into account many factors, including in some cases a pet’s genetics and microbial profiles. Reliance on any information provided by Basepaws or others appearing on the Sites or via the Services at the invitation of Basepaws, including third parties and other users, is solely at your own risk.
b. Certain links on the Sites (or otherwise available in connection with the Services) lead to resources located on sites that are not owned, operated, controlled, maintained or otherwise administered by Basepaws. We provide such links for our users’ convenience. Basepaws is not responsible for the content of any such referenced sites or for the availability of or access to such sites. Inclusion on the Sites (or in connection with the Services) of any link to another site, or any reference to any product or service by trade name, trademark manufacturer, or otherwise, does not constitute or imply an endorsement or recommendation by Basepaws. In addition, your dealings with any third-party information providers, vendors or resources found on or through the Services, including third party advertisements and promotions, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party provider, vendor or resource. Basepaws makes no warranties or representations of any kind as to the accuracy, currency or completeness of any information contained on such sites or provided by such third parties. Access to other sites linked to the Sites or third-party information providers, vendors or other resources, is at your own risk, and Basepaws disclaims all liability with regard to your access to such linked sites and third-party information and content, or arising from the content or information contained therein.
c. YOU AGREE THAT BASEPAWS WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION, SERVICES, SOFTWARE, OR MATERIALS FOUND AT ANY LINKED SITE OR OTHER THIRD-PARTY SOURCE.
7. Use of Your Pet Saliva Sample and Your Pet Information
a. By providing Your Pet Saliva Sample or Your Pet Reported Information to Basepaws, you acknowledge and agree that Basepaws and its affiliates shall have an irrevocable, perpetual, royalty-free, worldwide and sublicensable right to: (i) process, evaluate and analyze Your Pet Saliva Sample and Your Pet Reported Information; and (ii) use, for any purpose, including for purposes of performing the Services and for any other purpose (including research, development and commercial purposes), Your Pet Information and any other information or data that may be discovered, derived, generated or otherwise obtained by Basepaws and its affiliates from the processing, evaluation and analysis of Your Pet Saliva Sample and Your Pet Reported Information.
b. By providing Your Pet Saliva Sample or Your Pet Reported Information to Basepaws or otherwise using the Services, you acknowledge and agree that you shall not acquire any rights to: (i) Your Pet Genetic/Microbiome Information, other than Your Limited Use Right (as defined below); and (ii) any research that may be performed on, or commercial products that may be developed from, Your Pet Saliva Sample, Your Pet Information or any other information or data that may be discovered, derived, generated or otherwise obtained by Basepaws and its affiliates through the processing, evaluation and analysis of Your Pet Saliva Sample and Your Pet Reported Information and any uses of Your Pet Saliva Sample and Your Pet Information. Without limiting the foregoing, you unconditionally and irrevocably waive: (x) all claims to compensation for all uses of Your Pet Saliva Sample and Your Pet Information by Basepaws and its affiliates; and (ii) any moral rights you may have in such materials and information, for all uses thereof.
c. You acknowledge and agree that any Service (and any information that may be provided in connection therewith, including Your Pet Genetic/Microbiome Information), are provided to you solely for your limited personal, non-commercial use for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Basepaws in the manner permitted by these Terms (such limited use, “Your Limited Use Right”). You further acknowledge and agree that you are expressly prohibited from selling, sublicensing, assigning or otherwise transferring, directly or indirectly, in whole or in part, any information or data that may be provided in connection with a Service, including Your Pet Genetic/Microbiome Information, or Your Limited Use Right, for any purpose (including research, development or commercial purposes by any third party).
8. User Representations
By accessing or using the Services, you agree to, acknowledge and represent and warrant as follows, in each case without limitation or qualification:
a. You acknowledge that: (i) information you learn from Basepaws is not designed or intended to diagnose, prevent, or treat any condition or disease or otherwise ascertain the state of Your Pet’s health; (ii) the Services are designed and intended to be used for educational and informational purposes only and that, while information provided in connection with the Services might point to a potential diagnosis or treatment, all decisions regarding the care of Your Pet should be discussed and made with Your Pet’s veterinarian or other animal healthcare professional; and (iii) Basepaws urges you to seek the advice of Your Pet’s veterinarian or other animal healthcare professional if you have any questions or concerns arising from information provided in connection with the Services or otherwise by Basepaws.
b. You represent and warrant that you are eighteen (18) years of age or older if you are providing Your Pet Saliva Sample, Your Pet Reported Information or otherwise accessing Your Pet Information.
c. You represent and warrant that Your Pet Saliva Sample is not from a human or any animal, other than a cat or dog.
d.If you reside outside the U.S. and provide Your Pet Saliva Sample, you represent and warrant that this act is not subject to any export ban or other applicable restriction in the country in which you reside. You acknowledge and agree that you will comply with all applicable laws regarding the transmission of technical data exported from the United States or the country from which you access the Services.
e. You acknowledge and agree that you, and not Basepaws, is responsible for all possible consequences resulting from your sharing or directing Basepaws to share with other persons access to Your Pet Information.
f. You acknowledge that all of Your Registration Information and Your Pet Information will be stored in Basepaws databases.
g. You represent and warrant that you have the right, power, and authority necessary to obtain and provide Your Pet Saliva Sample and Your Pet Reported Information to Basepaws, including, if applicable, on behalf or at the direction of the pet owner of Your Pet. Without limiting the foregoing, if you are a veterinarian and are using the Services on a pet owner’s behalf or at their direction, you represent and warrant that you have obtained all necessary consents and approvals from such pet owner to: (i) provide Your Pet Saliva Sample and Your Pet Reported Information to Basepaws for such purposes and uses as set forth in, and in accordance with and subject to these Terms (including, for clarity, the terms and conditions under the Section entitled “Use of Your Pet Saliva Sample and Your Pet Information”); and (ii) otherwise access and use the Services and Your Pet Information in respect of such pet owner’s pet in accordance with and subject to these Terms.
h. You represent and warrant that: (i) Your Pet is the pet that is described in the applicable purchase order for the Services and Your Pet Reported Information; (ii) Your Pet is the pet whose sample is submitted for analysis (Your Pet Saliva Sample is from Your Pet); and (iii) to the best of your knowledge, Your Pet Reported Information is true, accurate, current and complete, and you agree to maintain and promptly update Your Pet Reported Information to keep it true, accurate, current and complete.
i. You acknowledge and agree that you may use and will use the Services only if it is legal for you to do so, and, by using the Services, you represent and warrant to us that you intend to do so lawfully.
j. You represent and warrant that you have the authority, under the applicable laws of the country, state and jurisdiction in which you reside, to provide these representations.
9. User Account
a. You acknowledge that, in order to provide Your Pet Saliva Sample to Basepaws, access Your Pet Information on the Sites and otherwise enable the use of most Services, including the use of a pet genetic or oral health testing product that you may have purchased from Basepaws or a Basepaws authorized third party distributor, dealer or reseller, you will need to create a user account on or through the Sites (a “Basepaws Account”). You further acknowledge that the creation of a Basepaws Account requires the provision of Your Registration Information.
b. If you create a Basepaws Account, you agree to: (i) provide true, accurate, current and complete Your Registration Information as prompted by the Service; and (ii) maintain and promptly update Your Registration Information to keep it true, accurate, current, and complete.
c. You further acknowledge and agree that you are responsible for: (i) maintaining the security and confidentiality of your Basepaws Account’s username and password; (ii) any conduct using your Basepaws Account, including by you or third parties to whom you may provide access; and (iii) the sharing by you of any of Your Registration Information, Your Pet Information or other information that you may provide, receive or access via your Basepaws Account or that is otherwise necessary to access your Basepaws Account. You further agree to: (x) immediately notify Basepaws of any unauthorized use of your Basepaws Account or any other breach of security relating to your Basepaws Account; and (y) ensure that you exit from your Basepaws Account at the end of each session. Basepaws shall not be liable for any loss or damage arising from your failure to comply with this Section.
d. You may not create a Basepaws Account or submit Uploads (defined below) on behalf of anyone other than yourself.
e. By opening an Account, you agree to allow Basepaws to communicate via mail, email, and through other channels as applicable. Basepaws may use these channels to communicate Account status, Account changes, offer special promotions, offers, or offerings that Basepaws believes may be of interest to you. If you choose to opt-out of marketing communications, you will receive only transactional messages related to your Account. Your personal information will be protected in accordance with our Privacy Policy.
10. SMS/Text Messaging
a. By providing your mobile number in signing up for a newsletter or discount, you are giving opt-in consent to receive marketing or service SMS/text messages, including messages from an autodialer to the cellular telephone number provided. Service-related messages may include updates, alerts, and information (e.g., order updates, account alerts, etc.) Marketing messages may include promotions, specials and other marketing offers (e.g., cart reminders). You do not have to sign up for SMS/text messaging to make any purchases from Basepaws. Your participation is completely voluntary.
b. Message and data rates may apply. Any charges are billed by your wireless bill or deducted from your prepaid account. YOU ARE RESPONSIBLE FOR ALL CHARGES AND FEES ASSOCIATED WITH TEXT MESSAGING IMPOSED BY YOUR WIRELESS SERVICE PROVIDER. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. There is no fee to receive these SMS/text messages, and participation is not conditioned on the purchase of any goods or services.
c. When you opt-in, we will send you an SMS/ text message to confirm your signup. Text “YES” to 27464 to confirm your opt-in and receive marketing messages. Message and data rates may apply. Message frequency varies. Text “HELP” for help. Text “STOP” to cancel.
d. You can opt-out of receiving SMS/text messages at any time. Just text “STOP” to 27464. After you send the message “STOP” to us, we will send you a reply message to confirm that you have been unsubscribed. After this, you will no longer receive SMS/text messages. If you want to receive SMS/text messages again text “START” to 27464.
e. For Service support or assistance, text “HELP” to 27464. After you send the message “HELP” to us, we will respond with instructions on how to use our service as well as how to unsubscribe. For all questions about the services provided by this short code, you can send an email to hello@basepaws.com or visit www.basepaws.com.
f. Basepaws respects your right to privacy. To see how we collect and use your personal information, please see our Privacy Policy.
g. Basepaws SMS/text messaging program is offered on an “as-is” basis and may not be available in all areas, at all times, or on all mobile providers. You agree that neither we nor our service providers will be liable for any failed, delayed, or misdirected delivery of any mobile message or information sent through the Program. The wireless carriers supported by the Service are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. If you get a new mobile number, you will need to sign up for SMS/text messaging with your new number.
11. Additional Conditions of Sale; Payment Terms
a. Unauthorized Resale Prohibited. Except as expressly authorized by Basepaws or a Basepaws authorized third party distributor, dealer or reseller from whom you may have placed the applicable purchase order for the Service if not purchased on the Sites, you acknowledge that the resale of any Service is strictly prohibited and, accordingly, agree to not resell any Service to any third party.
b. Fees; Order Acceptance. In order to use certain of the Services, you must: (i) order such Services directly from Basepaws on the Sites or from a Basepaws authorized third party distributor, dealer or reseller; and (ii) pay any applicable prices and fees for such Service as set forth on the Sites or in such third party’s applicable terms and conditions, respectively; provided, however, that any such third party’s terms and conditions are solely between you and such third party. All orders for Services on the Sites are subject to acceptance by Basepaws, and Basepaws acceptance is expressly made conditional upon your acceptance of these Terms.
c. Payment; Taxes. If you order any Service from the Sites, you agree that we may charge your payment method for any Service you order and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with your use of the Services. All payments for Services must be made in United States Dollars at the point of sale unless otherwise indicated at the point of sale. Any tax or other charge upon the sale and shipment of products or provision of services now or hereafter imposed by federal, state, or other applicable law shall be paid by you.
d. Billing and Payment Policy. If you order any Service from the Sites, we may use a third-party payment service to bill you through an online account for your order, subscription payment or purchase of Services in lieu of directly processing your payment card information. By submitting your payment card information, you grant us the right to store and process your information with the third-party payment service, which may change from time to time. The processing of payments will be subject to the terms and conditions of such third-party payment service in addition to these Terms.
12. Returns; Refunds
a. Generally. The terms of this Section shall only apply to orders of any Service from the Sites. We have no obligation to provide refunds or credits, but may grant them in certain circumstances, as expressly set forth below, as a result of specific refund guarantee promotions or to correct any errors made by us, in each case in our sole discretion. Unless otherwise stated in writing by Basepaws, the return of any Service is not acceptable under any condition without prior authorization by Basepaws. Any unauthorized returns will not be accepted by Basepaws, and Basepaws will not be responsible for Services so returned or for charges incurred by reason of unauthorized returns.
b. Standard Refund Policy. To receive a refund for Services that were purchased on the Sites and require a sample collection kit, within thirty (30) days of placing your order on the Sites, you must notify us regarding such refund request and return to us, at your cost, the unused and unopened sample collection kit for the applicable Services. Following such notice and our receipt of the unused and unopened sample collection kit, we will refund the amount paid to us for the applicable Services, less all applicable shipping, handling, and processing charges.
c. Processing issues. If our initial processing of Your Pet Saliva Sample fails for any reason and enough sample remains for reprocessing, we will reprocess the same sample at no charge to you. If the second attempt to process the same sample fails, we will offer to send you a new sample collection kit at no charge. If you decline this option, you are entitled solely and exclusively to a complete refund of the amount you paid to us for testing of such sample, less all applicable shipping, handling, and processing charges, provided that you shall not submit another sample for the same pet through a future purchase of the Services. If you opt to receive another sample collection kit and our attempts to process the second sample are unsuccessful, we will not send you additional sample collection kit, and you will be entitled solely and exclusively to a complete refund of the amount paid to us, less all applicable shipping, handling, and processing charges, provided that you shall not submit another sample for the same pet through a future purchase of the Services. If in breach of these Terms, you submit another sample for the same pet through a future purchase of the Services, and processing is not successful, we will not offer to reprocess the sample or provide you a refund. If the processing of Your Pet Saliva Sample is successful, but any of the data generated during the laboratory process is uninterpretable or incorrect, you will not be entitled to any refunds.
13. Unlawful and Prohibited Use
a. Use of any portion of the Sites is void where prohibited by law. Although the information on the Sites is accessible worldwide, not all Services that may be discussed in or on the Sites are available to all persons or in all geographic locations or jurisdictions. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. Basepaws reserves the right, in its sole discretion, to limit the provision of the Services to any person, geographic region or jurisdiction and to limit the quantities of any Services we provide. You may not access the Sites, order or otherwise use any Services, if you are a national or resident of any country to which the United States has embargoed goods, or if you or your affiliates are on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial and Prohibition Orders. Any offer for any Service made in the materials on the Sites or otherwise is void where prohibited.
b. You agree not to use the Services for any purpose that is unlawful or otherwise prohibited by these Terms. You agree not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available, or provided for, through the Services. You agree not to access the Services by any means other than through the Sites or other interface that is provided by Basepaws for use in accessing the Services. You may not use the Services outside of the country to which your sample collection kit was delivered.
c. You are prohibited from using the Sites in bad faith and in uploading, posting or otherwise transmitting any abusive, threatening, libelous, defamatory, offensive, objectionable, obscene, inflammatory, pornographic, fraudulent, deceptive, misleading, profane, or otherwise unlawful or inappropriate material, including any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or would otherwise violate the law, including the copyright, trademark or other intellectual property right of another.
d. Without limiting the foregoing, you further agree not to use the Services to: (1) upload, post, email, or otherwise transmit any material that is derogatory, defamatory, obscene, or offensive, such as slurs, epithets, or anything that might reasonably be construed as harassment or disparagement based on race, color, national origin, sex, sexual orientation, age, disability, religious or political beliefs, or other statutorily protected status; (2) impersonate any person or entity, including anyone affiliated with Basepaws, or falsely state or otherwise misrepresent your affiliation with a person or entity; (3) add your own headers, forge headers, or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service; (4) “stalk” or otherwise harass any other person; (5) upload, post, email, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (6) use any information received through the Services to attempt to identify other customers, or to contact other customers, or for any forensic use; (7) download any file posted by another user of the Services that you know, or reasonably should know, cannot legally be distributed in such manner; (8) upload, post, email or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of Basepaws or any other party; (9) harm minors in any way; (10) advertise or offer to sell or buy any goods or services for any business purpose, unless such area specifically allows such messages; (11) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose and only to the extent such content is authorized by law; (12) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (13) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Sites, unless explicitly permitted by Basepaws; (14) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Site; (15) attempt to or actually override any security component of Basepaws Services; (16) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; (17) violate these Terms, any code of conduct or other guidelines which may be applicable for any particular area of the Services or have been communicated to you by anyone affiliated with Basepaws; or (18) intentionally or unintentionally violate any applicable local, state, national, or international law, or any regulations having the force of law.
e. You acknowledge and agree that you are solely responsible for (and that Basepaws has no responsibility to you or to any third party for) compliance with, and any breach of, your obligations under the terms of this Section, including any loss or damage resulting from or arising out of any such breach.
13. Uploads; Monitoring of the Site
a. If you (i) are at least 18 years of age and above the age of majority in the state in which you live, (ii) are an emancipated minor, or (iii) possess legal parental or guardian consent, you may choose to provide, make available to Basepaws, or post on or upload to the Sites, suggestions, comments, ideas, improvements, information, personal or other data, text, images, and other works of authorship (collectively, “Uploads”).
b. If you provide Uploads, you grant to Basepaws, its affiliates and sublicensees an irrevocable, perpetual, non-exclusive, royalty-free, worldwide, sublicensable license to reproduce, publicly display, archive, distribute, adapt, modify, publish, edit, translate, prepare derivative works of and otherwise use your Uploads, in whole or in part, including your name, likeness, age and gender, in any media now or hereafter known in any manner and for any purpose, including publication on the Sites and any associated print or digital promotional materials related thereto, any other marketing and promotional materials and for the development of products or services. You agree that you are solely responsible for all your communications, materials and suggestions you transmit to, or post on, the Sites.
c. You represent and warrant that: (a) you are above the age of majority in the state in which you live, an emancipated minor, or possess legal parental or guardian consent; (b) you own all rights in your Uploads or, alternatively, you have acquired all necessary rights in your Uploads to enable you to grant to Basepaws the rights in your Uploads described herein; (c) your Uploads do not infringe the rights of any third party; (e) your Uploads are lawful; (e) your Uploads are not harmful, such as virus, malware, or spam; (f) your Uploads are not disparaging, defamatory, or libelous of Basepaws or any third party; (g) you will not seek the return of your Uploads; and (g) you will not assert any claims against Basepaws, its affiliates or sublicensees in connection with your Uploads.
d. Basepaws, its affiliates or sublicensees shall be free to use any ideas, concepts, know-how or techniques contained in your Uploads, for any purpose whatsoever, without time or territorial limitations, without your consent or compensation to you, including developing, manufacturing and marketing products, and you will gain no right, title or interest (including no joint ownership in the Sites or any other materials) by virtue of doing so. As a further condition of providing Uploads you (and any other individual depicted therein) unconditionally and irrevocably waive all claims to compensation for use of the Uploads by Basepaws, its affiliates or sublicensees and any right with respect to such use you may have under applicable law. You hereby waive any moral rights you may have in the Uploads, for all uses of the Uploads, throughout the world.
e. Subject to any applicable terms and conditions set forth elsewhere on the Sites (for example, in terms and conditions that apply to any Upload), your Uploads are and will be deemed to be non-confidential and Basepaws shall have no obligation of any kind with respect to such information.
f. Basepaws reserves the right to cooperate fully with any law enforcement authorities requesting or directing Basepaws to disclose the identity of anyone posting an upload or other information or materials.
g. Basepaws may, from time to time, monitor, review, block or remove Uploads; however, Basepaws is under no obligation to do so and assumes no responsibility or liability arising from such content or for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger or inaccuracy contained in any Uploads. Users shall be solely responsible and liable for any Uploads, any activity or transactions that occur under their name or account, and any infringement of copyright, trademarks, or other rights. Basepaws is not required to host, display, or distribute any Uploads, and may, in its sole discretion, remove at any time or refuse any Uploads for any reason. Basepaws is not responsible for any loss, theft or damage of any kind to any Uploads.
15. Indemnity
a. You agree to indemnify, defend and hold harmless Basepaws, its affiliates and its and their respective officers, directors, employees, agents, suppliers, service providers, licensors and third party partners from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting or arising from any illegal use of the Services, any breach of your representations, warranties or agreements contained in these Terms, any other violation by you of these Terms, or any use of the Services that is not in compliance with these Terms (including negligent or wrongful use of your Basepaws Account by you or any other person using your Basepaws Account).
16. General Practices Regarding Use and Storage; Site Accessibility
a. You acknowledge that Basepaws may establish general practices and limits concerning use of the Services, including the maximum number of days that information and Services content will be retained by the Services, the maximum disk space that will be allotted on Basepaws’ servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time. You acknowledge and agree that Basepaws has no responsibility or liability for the deletion of or failure to store any messages, other communications, or other content maintained or transmitted by the Services, or for the loss of Your Pet Information due to malfunction or destruction of data servers or other catastrophic events. You further acknowledge and agree that Basepaws reserves the right to change these general practices and limits in its sole discretion.
b. Basepaws does not guarantee that the Sites will be operating or accessible at any given time. You should expect that the Sites will periodically be taken offline for maintenance, content and design updates, and other alterations that may make it unavailable. Basepaws does not represent or warrant that the Sites are compatible with your hardware, software or browsers.
17. Modifications to Service
a. Basepaws reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You acknowledge and agree that: (i) modifications may result in a delay in computations for some of the Basepaws features or Services; and (ii) Basepaws shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services. In addition, the Software that you use may, from time to time, automatically download and install updates from Basepaws. These updates are designed to improve, enhance, and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit Basepaws to deliver these to you) as part of your use of the Services. You acknowledge that Basepaws may offer different or additional technologies or features to collect and interpret Your Pet Genetic/Microbiome Information in the future and that your initial order, subscription for or purchase of the Services does not entitle you to any different or additional technologies or features for collection or interpretation of Your Pet Genetic/Microbiome Information without a fee, and that you may have to pay additional fees in order to have Your Pet Genetic/Microbiome Information collected, processed, or interpreted using any future or additional technologies or features.
18. Termination; Suspension; Survival of Terms
a. Termination. Basepaws may at any time, terminate its legal agreement with you or your Basepaws Account if: (i) you have breached, violated, or otherwise failed to comply (or are unable to comply) with, these Terms or applicable laws; (ii) Basepaws is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (iii) the partner with whom Basepaws offered the Services to you has terminated its relationship with Basepaws or ceased to offer the Services to you; (iv) Basepaws is transitioning to no longer providing the Services to users in the country or state in which you reside or from which you use the Services; or (v) the provision of the Services to you by Basepaws is, in Basepaws’ sole discretion, no longer commercially viable. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities. You acknowledge and agree that Basepaws shall not be liable to you or any third party for any termination of your access to or use of the Services.
b. Suspension. If you violate these Terms or Basepaws has reasonable grounds to suspect that you have violated these Terms, Basepaws has the right to suspend or terminate your Basepaws Account and refuse any and all current or future use of the Services (or any portion thereof) in its sole discretion.
c. Survival of Terms. The termination these Terms in accordance with this Section shall not affect the survival and continuing validity of any provision of these Terms that is expressly or by implication intended to continue in full force and effect thereafter.
19. Basepaws Content, Trademarks and Works; Software.
a. Basepaws Content. All contents of the Sites and materials that may be provided in connection with the Services, including “look and feel” and design elements, trademarks, service marks, logos, text, graphics, audio, images, charts, audio clips, videos, data and compilations (collectively, the “Basepaws Content”) are the property of Basepaws, a related company or licensor unless otherwise noted, and are legally protected without limitation, under U.S. federal and state, as well as applicable non-US laws, regulations and treaties. Basepaws reserves the right to alter or delete the Basepaws Content at any time. Basepaws grants you a revocable, limited, non-exclusive, non-transferable, non-assignable license to access and view the Sites and materials that may be provided in connection with the Services consistent with these Terms and solely for your limited personal, non-commercial use. You may not distribute, modify, transmit, reuse, repost, publicly display, publicly perform, or create another work that incorporates any Basepaws Content without the express written permission of Basepaws. You must retain, without modification, all proprietary notices affixed to or contained in the Sites and materials that may be provided in connection with the Services. Except as otherwise expressly permitted by Basepaws, any other use of the Basepaws Content for any purpose is prohibited.
b. Trademarks. The trademarks, logos, service marks and trade dress (collectively, the “Basepaws Trademarks”) displayed on the Sites and materials that may be provided in connection with the Services, whether or not appearing in large print, italics or with the trademark symbol, are registered and unregistered trademarks of Basepaws, a related company or licensor unless otherwise noted. In addition, all page headers, custom graphics, button icons and scripts may be Basepaws Trademarks and may not be copied, in whole or in part, without the prior written permission of Basepaws. You acknowledge that the Basepaws Trademarks used and displayed on the Sites and materials that may be provided in connection with the Services are and shall remain the sole property of Basepaws or its related company or licensor, as applicable. Nothing contained in the Sites should be construed as granting, by implication, estoppel or otherwise, any license or right in and to the Basepaws Trademarks without the express written permission of Basepaws or its related company or licensor, as applicable. Your misuse of the Basepaws Trademarks on the Sites and materials that may be provided in connection with the Services and in their contents, except as provided in these Terms, is prohibited.
c. Basepaws Works. Any and all Basepaws Content and other works of authorship on the Sites and materials that may be provided in connection with the Services (collectively, the “Basepaws Works”) are the copyrighted works of Basepaws, a related company or licensor unless otherwise noted, and are protected under U.S. and other copyright laws and treaty provisions. Other than the limited license to access and view the Basepaws Content set forth in these Terms, Basepaws grants you no other privileges or rights to or in any of the Basepaws Works. You acknowledge that any other use of the Basepaws Works, including without limitation, reproduction, modification, distribution, transmission, republication, public display, or public performance, without the prior written permission of Basepaws, is prohibited.
d. Software. The Services, and any software that may be used in connection with the services (“Software”), contain information that is confidential and propriety and you agree not to disclose to any third party, or use in noncompliance with these Terms, such information without Basepaws’ prior written consent. Your use of the Software is governed by the terms of the end-user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any Software not accompanied by a License Agreement, Basepaws grants you a revocable, limited, non-exclusive, non-transferable, non-assignable license to use the Software to use the Services consistent with these Terms and solely for your limited personal, non-commercial use for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Basepaws, in the manner permitted by these Terms. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including for the purpose of obtaining unauthorized access to the Services.
e. You further agree not to decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Sites, the other Services and Software by any means whatsoever, except to the extent the foregoing restriction is prohibited by applicable law.
f. Any rights not expressly granted herein are reserved.
20. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
a. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
I. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
II. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
III. BASEPAWS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND NON-INFRINGEMENT.
IV. BASEPAWS MAKES NO WARRANTY THAT THE SERVICES (INCLUDING, BUT NOT LIMITED TO, THE INFORMATION THAT MAY BE PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES) WILL BE RELIABILE, ACCURATE, VALID, TIMELY, USEFUL, COMPLETE OR MEET YOUR EXPECTATIONS.
V. BASEPAWS MAKES NO WARRANTY THAT THE SOFTWARE, FILES, INFORMATION OR MATERIALS THAT MAY BE AVAILABLE FOR DOWNLOAD FROM THE SITES WILL BE ERROR-FREE OR FREE OF INFECTION FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
VI. ANY SOFTWARE, FILES, INFORMATION OR MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH SOFTWARE, FILES, INFORMATION OR MATERIALS.
VII. NO ADVICE, DATA OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BASEPAWS OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
VIII. BASEPAWS DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, BASEPAWS SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.
b. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL BASEPAWS BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES ARISING OUT OF OR RESULTING FROM LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OR LOSS OF BUSINESS, LOST GOODWILL, LOST REVENUE OR LOST OPPORTUNITY) RESULTING FROM OR ARISING OUT OF THESE TERMS INCLUDING, BUT NOT LIMITED TO, YOUR ACCESS TO, USE OF OR INABILITY TO ACCESS OR USE, THE SERVICES AND ANY ACTION YOU TAKE BASED ON THE INFORMATION THAT MAY BE PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES.
c. ANY CLAIM OR ACTION ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION AROSE.
d. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR OTHER ITEMS, AND SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
21. Notices
a. Notices to you regarding these Terms, the Services or otherwise may be made via email or regular mail to the email address or mailing address you provide in Your Registration Information. In addition, Basepaws may provide notices of changes to these Terms or other matters by displaying notices, or links to notices, to you and to other users generally on or through the Sites, email or mail or otherwise via the Services.
b. Official notices related to these Terms, the Services or otherwise must be sent to us at the address set forth below. Any notices that you provide without compliance with this section on Notices shall have no legal effect.
Via Mail:
Zoetis c/o Basepaws
333 Portage St,
Kalamazoo MI, 49007
Via Email:
22. Changes to these Terms.
a. Basepaws may modify or amend these Terms, in whole or in part, at any time without notice to you. You should regularly review these Terms for any modifications or amendments as your continued use of the Services after a modification or amendment signifies your acceptance of and agreement to these Terms, as so modified or amended.
23. Basepaws Privacy Policy.
a. Basepaws respects your privacy. Please review our Privacy Policy so that you may understand the information we collect, our use of that information, how we protect that information, and the choices we offer you on how that information is use.
24. Miscellaneous.
a. Entire Agreement. These Terms constitute the entire agreement between you and Basepaws with respect to its subject matter, and merges with and supersedes all prior discussions and writings with respect thereto. Your use of the Services may be subject to additional terms and conditions if you access or use third party services, content or software in connection with your use of the Services or purchase the Services from a Basepaws authorized third party distributor, dealer or reseller, however, any such third-party terms and conditions are solely between you and such third party.
b. Applicable law. These Terms and your use of the Services shall be governed by the laws and regulations of the United States of America and the State of New Jersey without regard to its conflicts of laws principles and the United Nations Convention for the International Sale of Goods. Other countries may have laws, regulatory requirements and medical practices that differ from those in the United States.
c. Dispute Resolution. Any legal action or proceeding related to these Terms, including your use of the Services, shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New Jersey.
d. Severability. If any clause or provision set forth in these Terms is determined to be illegal, invalid or unenforceable under present or future law, then you acknowledge and agree that the clause or provision so determined to be illegal, invalid or unenforceable will be enforced to the extent permissible and shall be severable without affecting the enforceability of all remaining clauses or provisions, while still as fully as possible carrying out the intent of the original provision.
e. Waiver. Failure by Basepaws to prosecute any right with respect to a default hereunder will not constitute a waiver by Basepaws of the right to enforce rights with respect to the same or any other breach.
f. Assignment. You may not assign or delegate any rights or obligations under these Terms. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate any or all rights or obligations under these Terms, fully or partially, without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Basepaws for any third party that assumes our rights or obligations under these Terms.
g. Interpretation. As used herein: (i) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (ii) the words “hereof”, “herein” and “hereby” shall refer to these Terms; (iii) the word “or” shall be disjunctive and not exclusive; and (iv) section headings are for convenience only and have no legal effect.
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