PRODUCTS & SERVICES TERMS AND CONDITIONS

These Terms and Conditions (the "Agreement") govern the use and delivery of the Services (as defined below) made available by Veterinarium Corporation to you (“Client”) pursuant to any Veterinarium order or subscription (an “Order”) or as part of any free trial, each of which incorporates these Terms and Conditions by reference. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. USE OF THE SERVICES

1.1 Veterinarium will provide to Client access to the services listed in the Order (the “Services”) in accordance with the terms and conditions of these Terms and the Order. Subject to Client’s compliance with the Terms and the Order, Veterinarium grants Client during the Services Period a non-exclusive, limited right for the Users to use the Services solely for Client’s internal business operations. Client will be responsible for the Users’ compliance with these Terms and the Order. “Services Period” means the service period defined in the Order unless the Order is terminated earlier in accordance with these Terms and the Order. “Users” means those employees, consultants, agents or contractors of Clients that are authorized by Client to use the Services, as further defined in the Order, and have received proper training and supervision from the Client in using the Services.

1.2 Veterinarium will provide service through a registered account(s)/subscription(s). The service is limited to one account per facility. A facility is defined as an entity that functions primarily separate from others even if part of a centralized business. Separate physical locations are considered separate facilities. If Client has multiple locations, it will require additional registered accounts for each facility. If Client operates multiple facilities at the same physical location but they function separately, (i.e. check-in, patient management, most staffing, record-keeping, financials, etc., are handled independently) then it is required to have separate accounts/subscriptions for each facility.

1.3 The Order will describe the specifications for the Services. Veterinarium will have the right, at its sole discretion, to make changes to these specifications during the Services Period provided that any such changes do not materially reduce the level of performance, functionality or availability of the Services during the applicable Services Period. Client will be responsible for ensuring that Client meets the hardware and software specifications required for the use of the Services which will be set out in the Order.

1.4 Veterinarium will provide Client with various resources to setup and prepare to “Go Live” and begin using the Services in their facility(s). This service is called “Onboarding”. Veterinarium will assist Client and their employees to understand and complete this Onboarding process and all the required tasks. Client is responsible to complete these tasks in the agreed upon time frame. Onboarding is comprised of remote meetings between Veterinarium staff and Client’s staff as well as online training, email notifications and other means. Veterinarium may also offer “Onsite Implementation” in which Veterinarium staff visit Client’s facility to assist with the final Onboarding processes. Client understands that these processes require compliance on its part. These required expectations include:

  1. Client must assure that a minimum of 90% or its staff that will use the Services will complete the provided online training before their facility can “Go Live” and gain full access to the Services.
  2. Online Onboarding meetings- Client must perform all required tasks prior to these scheduled meetings. The list of these required tasks will be available to Client via an online checklist. This checklist must be completed 100% before any remote or Onsite Implementation can take place.
  3. All hardware (e.g. computers, iPads and television/monitors, etc.) must be onsite, setup (i.e. computers and iPads configured, and televisions connected and mounted, etc.) and functional no less than 2-weeks before the agreed upon “Go Live” date.
  4. Client will provide a way to communicate directly with all staff that will be using the Services to give updates, trainings, reminders, surveys and other communications so that all Client employees are well informed and prepared.
  5. Client will be fully responsible for the compliance of its Users with all required processes, training, and tasks of the Onboarding process.
  6. Included in the cost of Onboarding, Veterinarium staff will assist Client with the basic set up and troubleshooting of Client’s IT infrastructure for compatibility with the Service. Should any circumstance require specialized IT knowledge to overcome barriers or difficulties, Client will be responsible for the hourly cost of a 3rd party IT specialist outsourced by Veterinarium and/or provide this service with their own IT support. Failure to do so may limit Veterinarium’s ability to provide all product functionality and will be the sole responsibility of Client.
  7. In the event that Client has arranged an Onsite Implementation, once the dates are agreed upon, failure by Client to complete any of the above requirements will result in the need to reschedule Veterinarium staff’s visit to the Client’s facility. If such a cancellation occurs:
    1. No refund will be available for the cost of the Onsite Implementation.
    2. Client will have to reschedule the Onsite Implementation to the next available time and may not be able to utilize the service until that time. This will not alter the term of this agreement.
    3. Client will be responsible for paying the cost of any cancelled travel or accommodations expenses incurred by Veterinarium. Client will be invoiced for any such. In such cases, Veterinarium must provide Client with receipts and an invoice documenting these expenses. The invoice for cancelled travel and accommodations must be paid in full prior to rescheduled the Onsite Implementation.
    4. Failure of Client to compete the required tasks prior to a rescheduled Onsite Implementation will result in the same process described above.
    5. In the event of three (3) cancellations due to Client’s failure to complete the required Onboarding tasks, they shall forfeit the full Onsite Implementation fee.

1.5 Client will not, and will ensure that the Users will not: (a) reverse engineer, modify, disassemble, decompile, reproduce, publish, adapt, or make derivative works of, the Services or any part thereof, (b) license, rent, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, or commercially exploit the Services; (c) make available the Services to any third party except as permitted by these Terms and the Order; (d) use the Services other than in compliance with applicable laws; (e) violate applicable laws; (f) use the Services to cause damages or injury to anyone (including patients) or any property, or harass anyone; (g) publish any material that is harassing, defamatory, obscene, unlawful or that violates the rights of any third party (including privacy rights and intellectual property rights); (h) use the Services to send unsolicited commercial communications (including bulk emails); (i) introduce in the Services or any Veterinarium system used in connection with the Services any virus, Trojan horse, malware, worm or any other harmful programming routine or code; (j) engage in any vulnerability scanning, penetration test of the Services or password cracking; and (k) access or use the Services to build or support products or services directly or indirectly competitive to Veterinarium. Client will only have the right to access the Services in accordance with Section 1.1. Client acknowledges and agrees that the performance of the Services and Veterinarium’s obligations under this Agreement are subject to certain hardware minimums specified by Veterinarium from time to time.

1.6 General information relating to various medical conditions and their treatment may be included in portions of the Services. Such information is provided for informational purposes and for your general interest only. It is not intended to be a substitute for advice provided by a qualified professional. You should not use the information contained herein for diagnosing or treating a health problem or disease. Nothing included in the Services should be construed as the giving of advice or the making of a recommendation and the Services should not be relied on, in any manner whatsoever, as the basis for any decision or action.

2. SALE OF PRODUCTS

2.1 Risk in all Products supplied under the Order shall pass to Client when delivered to the carrier and thereafter, except as otherwise specifically provided herein, all risk of loss and/or damage to any Products ordered hereunder shall be borne by Client and shall not relieve Client from any obligation hereunder. Title of any Products ordered shall not pass to Client until Veterinarium has received in full all sums due to it in respect of the Products and all other sums which are or which become due to Veterinarium from Client on any account. Until title on the goods has passed to Client, Client shall maintain the goods in satisfactory condition and keep them insured on Veterinarium’s behalf for their full price against all risks. Veterinarium expressly reserves the right to effect delivery of Products ordered in any number of separate shipments. Subject to Client‘s instructions as to carrier, delivery shall be effected using such modes of transport and such carriers as Veterinarium shall deem appropriate.

2.2 Products may not be returned to Veterinarium without its prior written authorization, in its sole discretion, and Products may be returned only on the terms or conditions specified in such authorization. Returned Products must be of current manufacture, unused, in resalable condition, and securely packed to reach Veterinarium without damage.

3. FEES AND PAYMENT

3.1 Client will pay Veterinarium: (a) the fees set out in the Order; and (b) any sales, value-added or other similar taxes imposed by applicable laws that Veterinarium must pay in connection with the Services except for taxes based on Veterinarium’s income

3.2 Client will pay the sums referred to in Section 3.1 within 30 days from the invoice date. Any amounts due and not paid by Client within such period will be subject to interest as of the due date until such amounts are paid in full at a rate of 1.5% annually.

4. OWNERSHIP RIGHTS AND RESTRICTIONS

4.1 As between the parties, Client retains all ownership and intellectual property rights in and to Client’s Content. Client hereby grants Veterinarium the right to (a) host, use, process, display and transmit Client’s Content to provide the Services pursuant to and in accordance with these Terms and the Order; (b) to use, extract, anonymize and/or analyze the Client Content on an Aggregate Basis (collectively, “Aggregate Data”) and (c) for such other purposes as the Client may consent to in writing from time to time. Client will have sole responsibility for the reliability, accuracy, integrity, legality, quality, and appropriateness of Client’s Content, and for obtaining all rights and consents from any third party related to Client’s Content required by Veterinarium to perform the Services.

Aggregate Basis” means that Veterinarium combines Client Content and/or parts of information collected or processed from Client, Users and other Veterinarium Clients in a manner that does not contain or disclose any personal or identifiable information. For greater certainty, Aggregate Data shall not contain, disclose or otherwise identify the name of Client, any User(s) or any person who uploads, generates or transmits Client Content.

Client Content” means any data, text, audio, video, photograph, tool and any other content whatsoever, in any format, provided by Client or any User that is run on or through the Services, or stored in or using the Services.

4.2 Subject to the limited access rights granted in these Terms to Client, Veterinarium and its licensors own and will continue to own all right, title and interest, including all intellectual property rights, in and to the Services, and any modification, enhancement or improvements thereof, and anything made available, developed or delivered by or on behalf of Veterinarium.

4.3 Veterinarium shall own exclusive rights, including all intellectual property rights, in and to all Aggregate Data and shall be entitled to the unrestricted use and dissemination of all Aggregate Data for any purpose, commercial or otherwise, without acknowledgment or compensation to the Client.

4.4 If Client is provided access to or use of any third-party software, content, works or materials (the “Third Party Materials”) through the use of the Services or in connection with the Services, all ownership and intellectual property rights in and to such third-party Materials will remain with the applicable third party. The use of such third-Party Materials will be subject to the terms and conditions of such third party applicable to Client and Veterinarium is not responsible for and will have no liability whatsoever in respect of such third-party Materials.

5. NON-DISCLOSURE

5.1 In connection with this Agreement and the Services, each party may disclose to the other information that is confidential (“Confidential Information”). Confidential Information will be limited to the terms of this Agreement (including the pricing), information relating to the Services (including the means of delivery), Client’s Content and any other information that is identified as confidential at the time of disclosure. Notwithstanding the foregoing, Confidential Information will not include information that: (a) is or becomes publicly available through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the receiving party by a third party without restriction on the disclosure; or (d) is independently developed by the receiving party.

5.2 Each party will not disclose the other party’s Confidential Information to any third party other than: (a) as expressly permitted under this Agreement or otherwise permitted by the disclosing party; and (b) as required by law or a court order provided that the disclosing party has been promptly notified of such disclosure and has been provided an opportunity to limit or prevent such disclosure. Each party may disclose Confidential Information only to those employees, agents or subcontractors who need to know such information for the purposes of providing the Services or receiving the Services and who are required to protect it against unauthorized disclosure in a manner no less protective than required under these Terms. The obligations set out in this Section shall survive the end of the termination of the relationship amongst the parties for a period of 2 years.

5.3 Notwithstanding any other provision of this Agreement, Veterinarium will have the right to compile statistical data and other information related to the performance, operation and use of the Services, and use any data from the Services in aggregated form for operations management, security, or research or development purposes or to perform statistical analysis (collectively the “Services Data”). Veterinarium will have the right to make such Services Data publicly available provided that it does not incorporate any Client’s Content. Veterinarium will own all right, title and interest, including all intellectual property rights in such Services Data.

5.4 Client will be responsible for: (a) the security of all passwords associated with its accounts; and (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Client’s Content, (including any viruses, Trojan horses, malware, worms or other harmful programming routines or codes contained in Client’s Content), or from Client’s use of the Services.

6. DISCLAIMERS AND EXCLUSIVE REMEDIES

6.1 VETERINARIUM DOES NOT ACCEPT ANY LIABILITY FOR YOUR USE OF THE PRODUCTS OR SERVICES. YOUR USE OF THE PRODUCTS OR SERVICES IS AT YOUR OWN RISK. THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, DURABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS, ALL OF WHICH ARE HEREBY DISCLAIMED BY VETERINARIUM TO THE FULLEST EXTENT PERMITTED BY LAW. VETERINARIUM WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE PRODUCTS OR SERVICES BY YOU OR ANY OTHER PERSON.

6.2 VETERINARIUM DOES NOT REPRESENT OR WARRANT, NOR PROVIDES ANY CONDITIONS, THAT: (A) THE PRODUCTS OR SERVICES WILL PERFORM ERROR-FREE OR UNINTERRUPTED; (B) VETERINARIUM WILL CORRECT ALL SERVICES ERRORS OR DEFICIENCIES; OR (C) THE PRODUCTS OR SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS.

6.3 Veterinarium hereby transfers and assigns to Client for and during the term of this lease all of its right title and interest in, under and to any manufacturers’ warranty in respect to the Products and agrees, at the cost of Client (including all shipping costs) to do such further acts as are commercially reasonable and necessary to enable Client to obtain warranty service furnished for the Product by the manufacturer, if available.

7. LIMITATION OF LIABILITY

7.1 VETERINARIUM’S ENTIRE AGGREGATE LIABILITY UNDER ALL ORDERS SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT TO VETERINARIUM UNDER THE ORDER IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.2 IN NO EVENT SHALL VETERINARIUM BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, GOODWILL OR REPUTATION.

7.3 THIS SECTION WILL APPLY REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. NOTWITHSTANDING THIS SECTION , IN NO EVENT WILL VETERINARIUM BE LIABLE FOR ANY ISSUES THAT ARISE DIRECTLY OR INDIRECTLY FROM CLIENT’S CONTENT OR THIRD PARTY MATERIALS OR SERVICES PROVIDED BY THIRD PARTIES.

8. MISCELLANEOUS

8.1 Governing Law. The Order will be governed by the laws of the province of Ontario and the laws of Canada applicable therein. The parties agree to submit to the exclusive jurisdiction of the courts of Ontario in respect of any matter relating to or arising out of the Order.

8.2 Entire Agreement. The Order and these Terms constitutes the entire agreement between the parties pertaining to the subject matter of the Order and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties regarding such subject matter, and there are no representations, warranties or other agreements between the Parties in connection with the subject matter of the Order except as specifically set out in the Order.

8.3 Conflict. In the event of any conflict or inconsistency between the Terms and any Order, the wording of the Terms will prevail. These Terms shall not apply in the event that Veterinarium and Client have entered into a written Order on separate terms and conditions.

8.4 Amendment. No amendment of the Order will be binding unless it is in writing and executed by the authorized representative of each party.

8.5 Enurement. The Order will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

8.6 Assignment. Client may not assign the Order or the rights granted to Client under the Order without the prior written consent of Veterinarium.

8.7 Waiver. No waiver of the Order or any Section of the Order is binding unless it is in writing and executed by the Party to be bound. No waiver of, failure to exercise, or delay in exercising, any Section of the Order constitutes a waiver of any other Section (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided.

8.8 Severability. Each Section of the Order is distinct and severable. If any Section of the Order, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that Section, in whole or in part, will not affect the legality, validity or enforceability of the remaining Sections of the Order, in whole or in part; or the legality, validity or enforceability of that Section, in whole or in part, in any other jurisdiction.

8.9 Client List. Client hereby grants Veterinarium the right to name Client (and display its logo) in its clients list, on its website and in its marketing presentations and materials (including a link to Client’s website and address).

8.10 Force Majeure. Veterinarium will not be responsible for failure or delay of performance of its obligations under the Order outside of its reasonable control including act of God, war, internet outage, telecommunication outage, electrical outage, strike, fire and natural disasters. Veterinarium will use reasonable efforts to mitigate the effect of such events

9. TERM AND TERMINATION

9.1 The Services will be effective as of the Effective Date until the expiry of the Services Period.

9.2 Each party will have the right to terminate the Services upon notice to the other party, in the event of: (a) material breach of Section 5 by the other party; (b) a breach of any payment obligations by the other party; or (c) a material breach of any other term of the Order by the other party which has not been cured within 15 days of notice thereof to such other party.

9.3 Veterinarium will have the right to terminate the Order upon notice to Client in the event of a breach of Section 1.5 by Client.

> Last Updated: July 8, 2017

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