Vet Hero Terms of Service

THESE TERMS OF SERVICE (THE "TERMS") ARE A LEGAL AGREEMENT BETWEEN YOU ("CUSTOMER") AND Pulse PRM, LLC D/B/A VET HERO ("VET HERO"). BY CLICKING THE "I ACCEPT" BUTTON, EXECUTING AN ORDER FORM THAT INCLUDES THESE TERMS BY REFERENCE, OR USING THE VET HERO PLATFORM, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS REVIEWED AND ACCEPTS THESE TERMS. IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL, “CUSTOMER” REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “CUSTOMER” REFERS TO THAT ENTITY. IF CUSTOMER DOES NOT AGREE WITH ALL OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE VET HERO PLATFORM. VET HERO MAY MAKE CHANGES TO THE VET HERO PLATFORM AT ANY TIME. IN ADDITION, VET HERO MAY MAKE CHANGES TO THESE TERMS AT ANY TIME THAT ALL USERS WILL BE REQUIRED TO ACCEPT UPON NEXT SIGN IN. CUSTOMER’S CONTINUED USE OF THE VET HERO PLATFORM AFTER SUCH CHANGES HAVE BEEN POSTED WILL SIGNIFY CUSTOMER’S ASSENT TO AND ACCEPTANCE OF THE REVISED TERMS.

1. DEFINITIONS.

1.1 “Ancillary Services” means implementation, training or consulting services described in the package of Services ordered by Customer or that Vet Hero may perform as described in a SOW executed by the parties.

1.2 “Authorized Purposes” means for Customer’s internal business purposes.

1.3 “Authorized Users” means, where Customer is a business entity, Customer’s employees, consultants, contractors, and/or agents: (a) for whom access to the Vet Hero Platform during the Subscription Term has been purchased by Customer, (b) who are authorized by Customer to access and use the Vet Hero Platform, and (c) who have been supplied user identifications and passwords for such purpose by Customer (or by Vet Hero at Customer’s request).

1.4 “Customer Data” means all data submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of Customer, its Authorized Users, or Clients and received and analyzed by the Vet Hero Platform.

1.5 “Customer System” means Customer’s internal website(s), servers and other equipment and software used in the conduct of Customer’s business.

1.6 “Documentation” means the printed, paper, electronic or online user instructions and help files made available by Vet Hero for use with the Vet Hero Platform, as may be updated from time to time by Vet Hero.

1.7 “Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.

1.8 “Vet Hero Platform” means the hosted software platform provided by Vet Hero known as Vet Hero PRM and any Downloadable Software (as defined in Section 2.2, below), provided that such definition excludes any Open Source Software that may be used to provide the Vet Hero Platform and all Third Party Offerings.

1.9 “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

1.10 “Open Source Software” means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that approved by the Open Source Initiative (www.opensource.org).

1.11 “Order Form” means the ordering documents for Services purchased from Vet Hero that are submitted electronically by Customer or executed by the parties from time to time, including modifications, supplements and addend thereto. Order Forms are incorporated herein.

1.12 “Services” means the services provided by Vet Hero hereunder, as may be selected by Customer pursuant to Order Forms, including the Ancillary Services, the Support Services, the Tele-Veterinary Platform, and access to the Vet Hero Platform.

1.13 “Statement of Work” or “SOW” means a written statement of work entered into and signed by the parties describing Ancillary Services to be provided by Vet Hero to Customer.

1.14 “Subscription Term” means the period for which Customer is permitted to access and use the Vet Hero Platform, as set forth in an applicable Order Form.

1.15 “Support Services” means the support and maintenance services offered by Vet Hero and purchased by Customer pursuant to an Order Form.

1.16 “Tele-Veterinary Platform” means the software and technology platform offered by Vet Hero to allow Customers to engage in synchronous and asynchronous audio/video and other communications with their established clients (the “Clients”) via a secure Internet connection in support of the provision of Customer’s remote veterinary services.

1.17 “Third Party Offerings” means certain software or services delivered or performed by third parties that are required for the operation of the Vet Hero Platform, and any associated offline products provided by third parties, that interoperate with the Vet Hero Platform.

1.18 “Location” or “Locations” means the office location(s), specified in an applicable Order Form, from which Customer and its Authorized Users are permitted to access and use the Vet Hero Platform.

2. ORDERS; LICENSES; AND RESTRICTIONS.

2.1 Orders. Subject to these Terms, Customer may order Services by submitting or executing one or more Order Forms. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Vet Hero regarding any future functionality or features.

2.2 Access and Use License. SUBJECT TO CUSTOMER’S COMPLIANCE WITH THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS, VET HERO, DURING THE RELEVANT SUBSCRIPTION TERM, HEREBY GRANTS CUSTOMER AND, IF APPLICABLE, ITS AUTHORIZED USERS, A LIMITED, NON-EXCLUSIVE, NON-TRANSFERABLE (A) RIGHT TO ACCESS AND USE THE VET HERO PLATFORM IN ACCORDANCE WITH THE DOCUMENTATION AND (B) LICENSE TO DOWNLOAD ANY VET HERO SOFTWARE FOR WHICH CUSTOMER HAS PURCHASED A LICENSE PURSUANT TO AN APPLICABLE ORDER FORM THE (“DOWNLOADABLE SOFTWARE”), IN EACH OF (A) AND (B) SOLELY FROM THE LOCATION(S) AND SOLELY FOR CUSTOMER’S AUTHORIZED PURPOSES AND NOT FOR THE BENEFIT OF ANY OTHER PERSON OR ENTITY. CUSTOMER’S USE OF THE VET HERO PLATFORM MAY BE SUBJECT TO CERTAIN LIMITATIONS, SUCH AS, FOR EXAMPLE, LIMITS ON STORAGE CAPACITY FOR CUSTOMER DATA. ANY SUCH LIMITATIONS WILL BE SPECIFIED EITHER IN A SEPARATE AGREEMENT BETWEEN CUSTOMER AND VET HERO, IN THE APPLICABLE ORDER FORM, OR IN THE DOCUMENTATION. SUBSCRIPTIONS PURCHASED FOR AUTHORIZED USER ARE FOR DESIGNATED AUTHORIZED USERS ONLY AND CANNOT BE SHARED OR USED BY MORE THAN ONE AUTHORIZED USER, BUT MAY BE REASSIGNED TO NEW AUTHORIZED USERS REPLACING FORMER AUTHORIZED USERS WHO NO LONGER REQUIRE ONGOING USE OF THE VET HERO PLATFORM.

2.3 Restrictions. CUSTOMER SHALL NOT, DIRECTLY OR INDIRECTLY, AND CUSTOMER SHALL NOT PERMIT ANY AUTHORIZED USER OR THIRD PARTY TO: (A) REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR OTHERWISE ATTEMPT TO DISCOVER THE OBJECT CODE, SOURCE CODE OR UNDERLYING IDEAS OR ALGORITHMS OF THE VET HERO PLATFORM; (B) MODIFY, TRANSLATE, OR CREATE DERIVATIVE WORKS BASED ON ANY ELEMENT OF THE VET HERO PLATFORM OR ANY RELATED DOCUMENTATION; (C) RENT, LEASE, DISTRIBUTE, SELL, RESELL, ASSIGN, OR OTHERWISE TRANSFER ITS RIGHTS TO USE THE VET HERO PLATFORM; (D) USE THE VET HERO PLATFORM FOR TIMESHARING PURPOSES OR OTHERWISE FOR THE BENEFIT OF ANY PERSON OR ENTITY OTHER THAN FOR THE BENEFIT OF CUSTOMER AND AUTHORIZED USERS; (E) REMOVE ANY PROPRIETARY NOTICES FROM THE DOCUMENTATION; (F) USE THE VET HERO PLATFORM FOR ANY PURPOSE OTHER THAN ITS INTENDED PURPOSE; (G) INTERFERE WITH OR DISRUPT THE INTEGRITY OR PERFORMANCE OF THE VET HERO PLATFORM; (H) INTRODUCE ANY OPEN SOURCE SOFTWARE INTO THE VET HERO PLATFORM; OR (I) ATTEMPT TO GAIN UNAUTHORIZED ACCESS TO THE VET HERO PLATFORM OR ITS RELATED SYSTEMS OR NETWORKS.

2.4 Reservation of Rights. EXCEPT AS EXPRESSLY GRANTED IN THESE TERMS, THERE ARE NO OTHER LICENSES GRANTED TO CUSTOMER OR ANY AUTHORIZED USER, EXPRESS, IMPLIED OR BY WAY OF ESTOPPEL. ALL RIGHTS NOT GRANTED IN THESE TERMS ARE RESERVED BY VET HERO.

3. THIRD PARTY OFFERINGS.

3.1 Use of Third Party Offerings. Vet Hero or third parties may from time to time make Third Party Offerings available to Customer. Any acquisition by Customer of any such Third Party Offerings, and any exchange of data between Customer and any provider of a Third Party Offering, is solely between Customer and the applicable provider of the Third Party Offering. Vet Hero does not warrant or support any Third Party Offering, whether or not it is designated by Vet Hero as “certified” or otherwise. If Customer installs or enables any Third Party Offering for use with Vet Hero Platform, Customer acknowledges that Vet Hero may allow providers of that Third Party Offering to access Customer Data as required for the interoperation and support of such Third Party Offering with the Vet Hero Platform. Vet Hero shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by the providers of Third Party Offerings. If the provider of any Third Party Offering ceases to make the Third Party Offering available for interoperation with the corresponding Vet Hero Platform features on reasonable terms, Vet Hero may cease providing such features without entitling Customer to any refund, credit, or other compensation.

3.2 Access Codes. To the extent that Vet Hero requires that Customer grant Vet Hero authorizations, passwords or other user credentials to a Third Party Offering (“Access Codes”) to retrieve Customer Data or to enable interoperability with the Vet Hero Platform, Customer shall promptly provide such Access Codes. Vet Hero shall not share, reassign, divulge or disclose any Access Codes except to Vet Hero employees or contractors specifically engaged in the performance of the Services. Access Codes shall constitute Customer’s Confidential Information under these Terms.

3.3 Third Party Hosting. Vet Hero may use the services of one or more third parties to deliver all or part of the Services. Vet Hero will pass-through any warranties to the extent that Vet Hero receives any from its then current third-party service provider that it can provide to Customer. Customer agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Customer from time to time.

4. PASSWORDS; SECURITY.

4.1 Passwords. Vet Hero will issue a user login and password to Customer and, if applicable, for each of Customer’s Authorized Users. Customer and its Authorized Users shall be responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by person to which it was issued. Customer is solely responsible for any and all access and use of the Vet Hero Platform that occurs using logins and passwords Vet Hero issues to any of Customer and its Authorized Users. Customer shall restrict its Authorized Users from sharing passwords. Customer agrees to immediately notify Vet Hero of any unauthorized use of any account or login and password issued to Customer and/or its Authorized Users. Vet Hero shall have no liability for any loss or damage arising from Customer’s or its Authorized Users failure to comply with the terms set forth in this Section.

4.2 No Circumvention of Security. NEITHER CUSTOMER NOR ANY AUTHORIZED USER MAY CIRCUMVENT OR OTHERWISE INTERFERE WITH ANY USER authentication or security of the Vet Hero Platform. Customer will immediately notify Vet Hero of any breach, or attempted breach, of security known to Customer.

5. TELE-VETERINARY PLATFORM. To the extent that Customer executes an Order Form for the Tele-Veterinary Platform, the following terms will apply.

5.1 Vet Hero is Not a Veterinary Provider. While the Tele-Veterinary Platform allows Customers to engage with Clients to provide veterinary services, Vet Hero itself is not a veterinary or health care provider and does not provide or hold itself out as providing any professional veterinary advice, diagnosis or treatment. Any client/provider relationship created or maintained through the Services is between the Client and Customer and no such relationship is intended to or will be created between Vet Hero and Client. Vet Hero will undertake no obligation to match any Client with any particular veterinary provider. It is acknowledged and agreed that Customer shall provide Clients with Access Codes for use of the Tele-Veterinary Platform which will ensure that the Client is matched with his or her treating vet. In performing veterinary services, Customer shall exercise independent professional clinical judgment. Vet Hero shall not exercise any control over matters of the Customer’s practice involving the exercise of professional clinical judgment. The rendition of all licensed veterinary services shall be the sole responsibility of Customer.

5.2 Customer Obligations. Customer shall be solely responsible for ensuring compliance with applicable laws and regulations in the use of the Tele-Veterinary Platform, including but not limited to state or provincial licensing laws and regulations, state or provincial scope of practice, the provision of Veterinary services in accordance with professional standards, informed consent for remote treatment, and the establishment of a vet/client relationship. Customer shall obtain any and all federal, state, provincial and local licenses and certifications which may be required to practice Customer’s profession when using the Tele-Veterinary Platform and Customer shall maintain malpractice and liability insurance covering the tele-Veterinary services that Customer renders using the Tele-Veterinary Platform in compliance with any applicable state, provincial or local requirements.

5.3 No Guarantee of Income or Referrals. The parties hereby acknowledge and agree that no benefits to the parties hereunder require or are in any way contingent upon the admission, recommendation, referral or any other arrangement for the provision of any item or service offered by Customer. Vet Hero has not guaranteed to Customer that the arrangements contemplated hereunder will guarantee any amount of income to Customer. None of Vet Hero’s activities shall constitute obligations of Vet Hero to engage in any marketing activities or generate client flow or business to Customer. Customer may wish to promote the use of the Tele-Veterinary Platform to Clients who may wish to engage Customer for the provision of tele-Veterinary services, however, such promotional activities are not a part of the Services or other rights or obligations set forth herein.

6. CUSTOMER OBLIGATIONS.

6.1 Customer System. Customer is responsible for (a) obtaining, deploying and maintaining the Customer System; (b) contracting with third party ISP, telecommunications and other service providers to access and use the Vet Hero Platform via the Internet; and (c) paying all third party fees and access charges incurred in connection with the foregoing. Except as specifically set forth in these Terms or a separate agreement between Customer and Vet Hero referencing these Terms, Vet Hero shall not be responsible for supplying any hardware, software or other equipment to Customer under these Terms.

6.2 Acceptable Use. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ITS ACTIONS AND THE ACTIONS OF ITS AUTHORIZED USERS WHILE USING THE VET HERO PLATFORM. CUSTOMER ACKNOWLEDGES AND AGREES: (A) TO ABIDE BY ALL LOCAL, STATE, PROVINCIAL, NATIONAL, AND INTERNATIONAL LAWS AND REGULATIONS APPLICABLE TO CUSTOMER’S USE OF THE VET HERO PLATFORM, INCLUDING WITHOUT LIMITATION THE PROVISION AND STORAGE OF CUSTOMER DATA; (B) NOT TO SEND OR STORE DATA ON OR TO THE VET HERO PLATFORM WHICH VIOLATES THE RIGHTS OF ANY INDIVIDUAL OR ENTITY ESTABLISHED IN ANY JURISDICTION; (C) NOT TO UPLOAD IN ANY WAY ANY INFORMATION OR CONTENT THAT CONTAIN MALICIOUS CODE OR DATA THAT MAY DAMAGE THE OPERATION OF THE VET HERO PLATFORM OR ANOTHER'S COMPUTER OR MOBILE DEVICE; (D) NOT TO USE THE VET HERO PLATFORM FOR ILLEGAL, FRAUDULENT, UNETHICAL OR INAPPROPRIATE PURPOSES; (E) NOT TO INTERFERE OR DISRUPT NETWORKS CONNECTED TO THE VET HERO PLATFORM OR INTERFERE WITH OTHER ABILITY TO ACCESS OR USE THE VET HERO PLATFORM; (F) NOT TO DISTRIBUTE, PROMOTE OR TRANSMIT THROUGH THE VET HERO PLATFORM ANY UNLAWFUL, HARMFUL, OBSCENE, PORNOGRAPHIC OR OTHERWISE OBJECTIONABLE MATERIAL OF ANY KIND OR NATURE; (G) NOT TO TRANSMIT OR POST ANY MATERIAL THAT ENCOURAGES CONDUCT THAT COULD CONSTITUTE A CRIMINAL OFFENSE OR GIVE RISE TO CIVIL LIABILITY; (H) NOT TO INTERFERE WITH ANOTHER USER’S USE AND ENJOYMENT OF THE VET HERO PLATFORM; (I) NOT TO USE THE VET HERO PLATFORM IN ANY MANNER THAT IMPAIRS THE VET HERO PLATFORM, INCLUDING WITHOUT LIMITATION THE SERVERS AND NETWORKS ON WHICH THE VET HERO PLATFORM IS PROVIDED; (J) TO COMPLY WITH ALL REGULATIONS, POLICIES AND PROCEDURES OF NETWORKS CONNECTED TO THE VET HERO PLATFORM AND/OR VET HERO’S SERVICE PROVIDERS; AND (K) TO USE THE VET HERO PLATFORM ONLY IN ACCORDANCE WITH THE DOCUMENTATION. CUSTOMER ACKNOWLEDGES AND AGREES THAT VET HERO NEITHER ENDORSES THE CONTENTS OF ANY CUSTOMER COMMUNICATIONS OR CUSTOMER DATA, NOR ASSUMES ANY RESPONSIBILITY FOR ANY OFFENSIVE MATERIAL CONTAINED THEREIN, ANY INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ARISING THEREFROM OR ANY CRIME FACILITATED THEREBY. VET HERO MAY REMOVE ANY VIOLATING CONTENT POSTED OR STORED USING THE VET HERO PLATFORM OR TRANSMITTED THROUGH THE VET HERO PLATFORM, WITHOUT NOTICE TO CUSTOMER. NOTWITHSTANDING THE FOREGOING, VET HERO DOES NOT GUARANTEE AND IS NOT OBLIGATED TO VERIFY, AUTHENTICATE, MONITOR OR EDIT THE CUSTOMER DATA OR ANY OTHER INFORMATION OR DATA INPUT INTO OR STORED IN THE VET HERO PLATFORM FOR COMPLETENESS, INTEGRITY, QUALITY, ACCURACY OR OTHERWISE. CUSTOMER SHALL BE RESPONSIBLE AND LIABLE FOR THE COMPLETENESS, INTEGRITY, QUALITY AND ACCURACY OF CUSTOMER DATA INPUT INTO THE VET HERO PLATFORM. In providing the Services to U,S customers hereunder, Vet Hero agrees that it may function as a business associate as that term is defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”). In the event that the Services require Vet Hero to have access to Protected Health Information (or “PHI,” as defined under HIPAA), Vet Hero agrees to enter into a Business Associate Agreement to govern Vet Hero’s access, maintenance and disclosure of such PHI. VET HERO MAY REPORT TO LAW ENFORCEMENT AUTHORITIES ANY ACTIONS THAT MAY BE ILLEGAL, AND ANY REPORTS IT RECEIVES OF SUCH CONDUCT. WHEN LEGALLY REQUIRED OR AT VET HERO’S DISCRETION, VET HERO WILL COOPERATE WITH LAW ENFORCEMENT AGENCIES IN ANY INVESTIGATION OF ALLEGED ILLEGAL ACTIVITY THROUGH THE USE OF THE SERVICES.

6.3 Accuracy of Customer’s Contact Information; Email Notices. Customer agrees to provide accurate, current and complete information as necessary for Vet Hero to communicate with Customer from time to time regarding the Services, issue invoices or accept payment, or contact Customer for other account-related purposes. Customer agrees to keep any online account information current and inform Vet Hero of any changes in Customer’s legal business name, address, email address and phone number. Customer agrees to accept emails from Vet Hero at the e-mail addresses specified by its Authorized Users for login purposes. In addition, Customer agrees that Vet Hero may rely and act on all information and instructions provided to Vet Hero by Authorized Users from the above-specified e-mail addresses.

6.4 Temporary Suspension. Vet Hero may temporarily suspend Customer’s or its Authorized Users’ access to the Vet Hero Platform and Services in the event that either Customer or any of its Authorized Users is engaged in, or Vet Hero in good faith suspects Customer and/or any of its Authorized Users is engaged in, any unauthorized conduct (including, but not limited to any violation of these Terms). Vet Hero will attempt to contact Customer prior to or contemporaneously with such suspension; provided, however, that Vet Hero’s exercise of the suspension rights herein shall not be conditioned upon Customer’s receipt of any notification. A suspension may take effect for Customer’s account and Customer understands that such suspension would therefore include its Authorized User sub-accounts, if applicable. Customer agrees that Vet Hero shall not be liable to Customer, Authorized Users, or any third party if Vet Hero exercises its suspension rights as permitted by this Section. Upon determining that Customer has ceased the unauthorized conduct leading to the temporary suspension to Vet Hero’s reasonable satisfaction, Vet Hero shall reinstate Customer’s and its Authorized Users’ access to and use of the Vet Hero Platform and Services. Notwithstanding anything in this Section to the contrary, Vet Hero’s suspension of access to the Vet Hero Platform and Services is in addition to any other remedies that Vet Hero may have under these Terms or otherwise, including but not limited to termination of these Terms for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, Vet Hero may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach.

6.5 Client Communication. Certain functionality of the Vet Hero Platform may permit Customer to provide the contact information of clients to Vet Hero so that Vet Hero may communicate with such clients on Customer’s behalf. By providing Vet Hero with such contact information or otherwise choosing to use the Vet Hero Platform to communicate with such clients, Customer represents and warrants: (a) Customer has obtained all consents required from such clients to permit Vet Hero to contact them by phone, text, email, postal mail and/or social media on Customer’s behalf; and (b) Customer agrees that Vet Hero may contact clients by phone, text, email, postal mail and/or social media on Customer’s behalf. Customer agrees that Vet Hero shall have no liability for third party complaints arising from Customer’s failure to obtain any required consents pursuant to this Section and Customer will indemnify, defend and hold Vet Hero harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys’ fees and expenses) arising from any violation of state, provincial or federal laws or regulations, or any third party’s rights that result from such failure.

7. AVAILABILITY; SUPPORT.

7.1 Availability. Subject to the terms and conditions of this Agreement, Vet Hero will use commercially reasonable efforts to make the Vet Hero Platform available with minimal downtime 24 hours a day, 7 days a week; provided, however, that the following are excepted from availability commitments: (a) planned downtime (with regard to which Vet Hero will use commercially reasonable efforts to provide at least 72 hours advance notice), (b) routine maintenance, and (c) any unavailability caused by circumstances of force majeure described in section 18.6. Certain enhancements to the Vet Hero Platform made generally available at no cost to all subscribing customers during the applicable Subscription Term will be made available to Customer at no additional charge. However, the availability of some new enhancements to or features of the Vet Hero Platform may require the payment of additional fees, and Vet Hero will determine at its sole discretion whether access to any other such new enhancements will require an additional fee.

7.2 Support. Requests for Support Services may be submitted via phone, client access portal or email. Vet Hero will use commercially reasonable efforts to respond to all such requests within one (1) business day. Based on the nature and complexity of Customer’s incident, the first responses Vet Hero provides may differ. In all cases Customer will receive a confirmation from the support team of the receipt and initial review of the request. In many cases, a solution with supporting information will be offered. If, after Vet Hero’s initial review, Customer’s incident requires further information or research for Vet Hero to continue, Vet Hero may request additional details required to resolve the incident, and may provide further information regarding next steps for further research, troubleshooting, or escalation by the Support Services team.

8. ANCILLARY SERVICES. Vet Hero shall use commercially reasonable efforts to perform the Ancillary Services. Each SOW or Order Form describing Ancillary Services will include, at a minimum: (a) a description of the scope of Ancillary Services, (b) any work product or other deliverables to be provided to Customer (each a “Deliverable”), (c) the schedule for the provision of Ancillary Services, and (d) the applicable fees and payment terms for such Ancillary Services. All SOWs shall be deemed part of and subject to this Agreement. If there is any inconsistency between an SOW and this Agreement, the SOW shall control. If either Customer or Vet Hero requests a change to the scope of Ancillary Services, the party seeking the change shall propose such change by written notice. Promptly following the other party’s receipt of the written notice, the parties shall discuss and agree upon the proposed changes. Vet Hero will prepare a change order document describing the agreed changes and any applicable change in fees and expenses (a “Change Order”). Change Orders are not binding unless and until executed by both parties. Executed Change Orders shall be deemed part of, and subject to, this Agreement. Vet Hero and Customer shall cooperate to enable Vet Hero to perform the Ancillary Services according to the dates of performance and delivery terms set forth in each SOW or Order Form. In addition, Customer shall perform any Customer obligations specified in each SOW or Order Form. In the event the Ancillary Services are not performed in accordance with the terms of the applicable Order Form or SOW, Customer shall notify Vet Hero in writing no later than thirty (30) calendar days after performance of the affected Ancillary Services by Vet Hero, Customer’s notice shall specify the basis for non-compliance and if Vet Hero agrees with the basis for non-compliance, then at Vet Hero’s sole option, Vet Hero shall re-perform the Ancillary Services at no additional charge to Customer or refund to Customer the applicable fees for the affected Deliverable or Ancillary Service. THE FOREGOING CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND VET HERO’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO PERFORMANCE OR NON-PERFORMANCE OF THE ANCILLARY SERVICES.

9. FEES AND PAYMENT.

9.1 Fees. Customer agrees to pay all fees specified in all Order Forms and SOWs using one of the payment methods Vet Hero supports. Except as otherwise specified in these Terms or in an Order Form or SOW, (a) fees are quoted and payable in United States dollars, (b) fees are based on Services purchased, regardless of actual usage, and (c) payment obligations are non-cancelable and fees paid are non-refundable. Vet Hero may, from time to time and without notice increase fees to cover rising costs of business or for added functionality to the platform. All amounts payable under these Terms will be made without setoff or counterclaim, and without any deduction or withholding. Vet Hero also reserves the right to increase subscription fees by 5% annually to cover rising costs of business.

9.2 Invoices and Payment. All fees for use of the Vet Hero Platform will be invoiced in advance and in accordance with the applicable Order Form. Fees for Ancillary Services will be invoiced as set forth in an applicable SOW or Order Form. Invoices for usage-based charges such as printed items, postage, or gifts will be billed at the end of each calendar month and charged to the preferred payment method on file. Except as otherwise set forth in the applicable Order Form or SOW, Customer agrees to pay all invoiced amounts within thirty (30) calendar days of the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Vet Hero and notifying Vet Hero of any changes to such information.

9.3 Overdue Charges. If Vet Hero does not receive fees by the due date, then at Vet Hero’s discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

9.4 Tele-Veterinary Fees. Only to the extent Vet Hero undertakes, under an applicable Order Form, the processing of payments by Clients for tele-Veterinary services provided by Customer using the Tele-Veterinary Platform, Vet Hero may process such payments using a third party service (e.g., Stripe, Inc). Fees for any third party processing charges will be addressed in the Order Form should this payment collection be requested. Vet Hero will not undertake any obligation or responsibility for submitting any claims to any third party payor on behalf of Customer.

9.5 Suspension of Service. If any amounts owed by Customer for Services are forty-five (45) or more days overdue, Vet Hero may, without limiting Vet Hero’s other rights and remedies, suspend its performance of Ancillary Services and Customer’s and its Authorized Users’ access to the Vet Hero Platform until such amounts are paid in full.

9.6 Taxes. All fees are exclusive of all sales, use, value added and other taxes or duties and Customer shall pay all such taxes (excluding taxes based on Vet Hero’s net income).

10. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

10.1 Mutual Representations and Warranties. Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into these Terms and to perform its obligations hereunder; and (b) its acceptance of and performance under these Terms shall not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust.

10.2 Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 10, THE VET HERO PLATFORM, ANCILLARY SERVICES, SUPPORT SERVICES, TELE-VETERINARY PLATFORM AND THIRD-PARTY OFFERINGS ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER’S USE OF ALL SERVICES AND THIRD-PARTY OFFERINGS IS AT ITS OWN RISK. VET HERO DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE EXPRESS WARRANTIES MADE BY VET HERO IN SECTION 9 ARE FOR THE BENEFIT OF THE CUSTOMER ONLY AND NOT FOR THE BENEFIT OF ANY THIRD PARTY. ANY SOFTWARE PROVIDED BY VET HERO TO CUSTOMER IS LICENSED AND NOT SOLD.

NO AGENT OF VET HERO IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF VET HERO AS SET FORTH HEREIN. VET HERO DOES NOT WARRANT THAT: (A) THE USE OF THE VET HERO PLATFORM, TELE-VETERINARY PLATFORM OR THIRD-PARTY OFFERINGS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THEY WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY CUSTOMER THROUGH THE VET HERO PLATFORM, TELE-VETERINARY PLATFORM OR THIRD-PARTY OFFERINGS WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (E) THE SERVICES WILL BE ERROR-FREE OR THAT ERRORS OR DEFECTS IN THE VET HERO PLATFORM, TELE-VETERINARY PLATFORM OR THIRD-PARTY OFFERINGS WILL BE CORRECTED; OR (F) THE SERVER(S) THAT MAKE THE VET HERO PLATFORM OR TELE-VETERINARY PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. VET HERO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

VET HERO IS NOT A HEALTH CARE PROVIDER. THE SERVICE IS DESIGNED TO SUPPORT, NOT REPLACE OR INTERVENE IN, THE RELATIONSHIP THAT EXISTS BETWEEN CUSTOMER AND CLIENTS. ANY INFORMATION CONTAINED ON THE SITE RELATING TO THE TELE-VETERINARY PLATFORM IS NOT TO BE CONSTRUED AS A MEDICAL RECOMMENDATION, OR AS PROFESSIONAL ADVICE BY VET HERO. VET HERO IS NOT RESPONSIBLE FOR IDENTIFYING POTENTIALLY HARMFUL ACTIVITIES CUSTOMER MAY BE ENGAGING IN, OR FOR OBSERVATION INACCURACIES BY CUSTOMER DUE TO THE LIMITATIONS OF VIDEO WHEN ATTENDING TELE-VETERINARY VISITS WITH CLIENTS.

11. INDEMNIFICATION.

11.1 Vet Hero Indemnity.

(a) General. During the Subscription Term, Vet Hero, at its expense, shall defend Customer and its officers, directors and employees (the “Customer Indemnified Parties”) from and against all actions, proceedings, claims and demands by a third party (a “Third-Party Claim”) alleging that Customer’s use of the Vet Hero Platform as permitted under these Terms infringes any copyright or misappropriates any trade secret and shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim. Vet Hero’s obligations under this Section are conditioned upon (i) Vet Hero being promptly notified in writing of any Third-Party Claim under this Section, (ii) Vet Hero having the sole and exclusive right to control the defense and settlement of the Third-Party Claim, and (iii) Customer providing all reasonable assistance (at Vet Hero’s expense and reasonable request) in the defense of such Third-Party Claim. In no event shall Customer settle any such Third-Party Claim without Vet Hero’s prior written approval. Customer may, at its own expense, engage separate counsel to advise Customer regarding a Third-Party Claim and to participate in the defense of the Third-Party Claim, subject to Vet Hero’s right to control the defense and settlement.

(b) Mitigation. If any claim which Vet Hero is obligated to defend has occurred, or in Vet Hero’s determination is likely to occur, Vet Hero may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the Vet Hero Platform, (b) substitute a functionality equivalent, non-infringing replacement for the Vet Hero Platform, (c) modify the Vet Hero Platform to make it non-infringing and functionally equivalent, or (d) terminate these Terms and refund to Customer any prepaid amounts attributable to the period of time between the date Customer was unable to use the Vet Hero Platform due to such claim and the remaining days in the then-current Subscription Term.

(C) Exclusions. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, THE FOREGOING OBLIGATIONS SHALL NOT APPLY WITH RESPECT TO A CLAIM OF INFRINGEMENT IF SUCH CLAIM ARISES OUT OF (I) CUSTOMER’S USE OF INFRINGING CUSTOMER DATA; (II) USE OF THE VET HERO PLATFORM IN COMBINATION WITH ANY SOFTWARE, HARDWARE, NETWORK OR SYSTEM NOT SUPPLIED BY VET HERO WHERE THE ALLEGED INFRINGEMENT RELATES TO SUCH COMBINATION, (III) ANY MODIFICATION OR ALTERATION OF THE VET HERO PLATFORM OTHER THAN BY VET HERO, (IV) CUSTOMER’S CONTINUED USE OF THE VET HERO PLATFORM AFTER VET HERO NOTIFIES CUSTOMER TO DISCONTINUE USE BECAUSE OF AN INFRINGEMENT CLAIM, (V) CUSTOMER’S VIOLATION OF APPLICABLE LAW; (VI) THIRD PARTY OFFERINGS; AND (VII) THE CUSTOMER SYSTEM.

(d) Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF VET HERO WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE VET HERO PLATFORM OR OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF VET HERO WITH RESPECT THERETO.

11.2 Customer Indemnity. Customer shall defend and hold Vet Hero and its affiliates, licensors and their respective officers, directors and employees (“Vet Hero Indemnified Parties”) harmless from and against any and all Third-Party Claims which arise out of or relate to: (a) a claim or threat that the Customer Data or Customer System (and the exercise by Vet Hero of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party’s Intellectual Property Rights; (b) Customer’s use or alleged use of the Vet Hero Platform or Tele-Veterinary Platform other than as permitted under these Terms and in accordance with applicable law; or (c) arising from the occurrence of any of the exclusions set forth in Section 11.1(c). Customer shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim. Customer’s obligations under this Section are conditioned upon (x) Customer being promptly notified in writing of any Third-Party Claim under this Section, (y) Customer having the sole and exclusive right to control the defense and settlement of the Third-Party Claim, and (z) Vet Hero providing all reasonable assistance (at Customer’s expense and reasonable request) in the defense of such Third-Party Claim. In no event shall Vet Hero settle any such Third-Party Claim without Customer’s prior written approval. Vet Hero may, at its own expense, engage separate counsel to advise Vet Hero regarding a Third-Party Claim and to participate in the defense of the claim, subject to Customer’s right to control the defense and settlement.

11.3 Interactions with Clients. Customer is solely responsible for its interactions with Clients through the Tele-Veterinary Platform, including but not limited to the determination of whether or not the Client is an appropriate candidate to receive veterinary services remotely. Vet Hero reserves the right, but has no obligation, to become involved with any disputes between Customer and its Clients regarding use of the Tele-Veterinary Platform. Customer will fully cooperate with Vet Hero to investigate any suspected unlawful, fraudulent or improper activity, including, but not limited to, granting Vet Hero access to any password-protected portions of Customer’s account. If Customer has a dispute with one or more Clients, Customer hereby releases and indemnifies Vet Hero (and Vet Hero’s officers, directors, agents, subsidiaries, joint ventures and employees) from and against any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

12. CONFIDENTIALITY.

12.1 Confidential Information. “Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to these Terms, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (b) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; (c) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business; and (d) the terms of these Terms and any Order Form or Statement of Work. Confidential Information of Vet Hero shall include, but is not limited to, the Vet Hero Platform, the documentation, the pricing, and the terms and conditions of these Terms.

12.2 Non-Disclosure. EACH PARTY ACKNOWLEDGES THAT IN THE COURSE OF THE PERFORMANCE OF THESE TERMS, IT MAY OBTAIN THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY. THE RECEIVING PARTY SHALL, AT ALL TIMES, BOTH DURING THE TERM AND THEREAFTER, KEEP IN CONFIDENCE AND TRUST ALL OF THE DISCLOSING PARTY’S CONFIDENTIAL INFORMATION RECEIVED BY IT. THE RECEIVING PARTY SHALL NOT USE THE CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY OTHER THAN AS NECESSARY TO FULFILL THE RECEIVING PARTY’S OBLIGATIONS OR TO EXERCISE THE RECEIVING PARTY’S RIGHTS UNDER THESE TERMS. EACH PARTY AGREES TO SECURE AND PROTECT THE OTHER PARTY’S CONFIDENTIAL INFORMATION WITH THE SAME DEGREE OF CARE AND IN A MANNER CONSISTENT WITH THE MAINTENANCE OF SUCH PARTY’S OWN CONFIDENTIAL INFORMATION (BUT IN NO EVENT LESS THAN REASONABLE CARE), AND TO TAKE APPROPRIATE ACTION BY INSTRUCTION OR AGREEMENT WITH ITS EMPLOYEES, AFFILIATES OR OTHER AGENTS WHO ARE PERMITTED ACCESS TO THE OTHER PARTY’S CONFIDENTIAL INFORMATION TO SATISFY ITS OBLIGATIONS UNDER THIS SECTION. THE RECEIVING PARTY SHALL NOT DISCLOSE CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY TO ANY PERSON OR ENTITY OTHER THAN ITS OFFICERS, EMPLOYEES, AFFILIATES AND AGENTS WHO NEED ACCESS TO SUCH CONFIDENTIAL INFORMATION IN ORDER TO EFFECT THE INTENT OF THESE TERMS AND WHO ARE SUBJECT TO CONFIDENTIALITY OBLIGATIONS AT LEAST AS STRINGENT AS THE OBLIGATIONS SET FORTH IN THESE TERMS.

12.3 Exceptions to Confidential Information. The obligations set forth in Section 12.2 (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which: (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms or any obligation of confidentiality by the Receiving Party. Nothing in these Terms shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

12.4 Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.

13. PROPRIETARY RIGHTS.

13.1 Vet Hero Platform. As between Vet Hero and Customer, all right, title and interest in the Vet Hero Platform, Downloadable Software and any other Vet Hero materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Customer regarding the Vet Hero Platform, including all copyright rights, patent rights and other Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Vet Hero or Vet Hero’s licensors and providers, as applicable. Customer hereby does and will irrevocably assign to Vet Hero all evaluations, ideas, feedback and suggestions made by Customer to Vet Hero regarding the Vet Hero Platform (collectively, “Feedback”) and all Intellectual Property Rights in the Feedback.

13.2 Tele-Veterinary Platform. AS BETWEEN VET HERO AND CUSTOMER, ALL RIGHT, TITLE AND INTEREST IN THE TELE-VETERINARY PLATFORM AND ANY OTHER VET HERO MATERIALS FURNISHED OR MADE AVAILABLE HEREUNDER, AND ALL MODIFICATIONS AND ENHANCEMENTS THEREOF, AND ALL SUGGESTIONS, IDEAS AND FEEDBACK PROPOSED BY CUSTOMER REGARDING THE TELE-VETERINARY PLATFORM, INCLUDING ALL COPYRIGHT RIGHTS, PATENT RIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS IN EACH OF THE FOREGOING, BELONG TO AND ARE RETAINED SOLELY BY VET HERO OR VET HERO’S LICENSORS AND PROVIDERS, AS APPLICABLE. CUSTOMER HEREBY DOES AND WILL IRREVOCABLY ASSIGN TO VET HERO ALL FEEDBACK MADE BY CUSTOMER TO VET HERO REGARDING THE TELE-VETERINARY PLATFORM.

13.3 Customer Data. As between Vet Hero and Customer, all right, title and interest in (a) the Customer Data and all Intellectual Property Rights therein, belong to and are retained solely by Customer. Customer hereby grants to Vet Hero a non-exclusive, royalty-free, perpetual and worldwide license to collect, store, retain, reproduce, analyze, process and otherwise use the Customer Data as necessary for Vet Hero to provide the Services. To the extent that receipt of the Customer Data requires Vet Hero to utilize any account information from a third party service provider, Customer shall be responsible for obtaining and providing relevant account information and passwords, and Vet Hero hereby agrees to access and use the Customer Data solely for Customer’s benefit and as set forth in these Terms. As between Vet Hero and Customer, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data.

13.4 Aggregated Statistics. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OR OTHERWISE, VET HERO MAY MONITOR CUSTOMER’S USE OF THE SERVICES AND USE DATA AND INFORMATION RELATED TO SUCH USE AND CUSTOMER DATA IN AN AGGREGATE AND ANONYMOUS MANNER, INCLUDING TO COMPILE STATISTICAL AND PERFORMANCE INFORMATION RELATED TO THE PROVISION AND OPERATION OF THE VET HERO PLATFORM AND THE TELE-VETERINARY PLATFORM (“Aggregated Statistics”). AS BETWEEN VET HERO AND CUSTOMER, ALL RIGHT, TITLE AND INTEREST IN THE AGGREGATED STATISTICS AND ALL INTELLECTUAL PROPERTY RIGHTS THEREIN, BELONG TO AND ARE RETAINED SOLELY BY VET HERO. CUSTOMER ACKNOWLEDGES THAT VET HERO WILL BE COMPILING AGGREGATED STATISTICS BASED ON CUSTOMER DATA AND INFORMATION INPUT BY OTHER CUSTOMERS INTO THE VET HERO PLATFORM AND TELE-VETERINARY PLATFORM AND CUSTOMER AGREES THAT VET HERO MAY (A) MAKE SUCH AGGREGATED STATISTICS PUBLICLY AVAILABLE, AND (B) USE SUCH INFORMATION TO THE EXTENT AND IN THE MANNER REQUIRED BY APPLICABLE LAW OR REGULATION AND FOR PURPOSES OF DATA GATHERING, ANALYSIS, SERVICE ENHANCEMENT AND MARKETING, PROVIDED THAT SUCH DATA AND INFORMATION DOES NOT IDENTIFY CUSTOMER, ANY CLIENT, OR CUSTOMER’S CONFIDENTIAL INFORMATION.

13.5 Vet Hero Developments. All inventions, works of authorship and developments conceived, created, written, or generated by or on behalf of Vet Hero, whether solely or jointly, including without limitation, in connection with Vet Hero’s performance of the Ancillary Services hereunder, including (unless otherwise expressly set forth in an applicable SOW) all Deliverables (“Vet Hero Developments”) and all intellectual property rights therein, shall be the sole and exclusive property of Vet Hero. Customer agrees that, except for Customer Confidential Information, to the extent that the ownership of any contribution by Customer or its employees to the creation of the Vet Hero Developments is not, by operation of law or otherwise, vested in Vet Hero, Customer hereby assigns and agrees to assign to Vet Hero all right, title and interest in and to such Vet Hero Developments, including without limitation all the Intellectual Property Rights therein, without the necessity of any further consideration.

13.6 Further Assurances. To the extent any of the rights, title and interest in and to Feedback or Vet Hero Developments or Intellectual Property Rights therein cannot be assigned by Customer to Vet Hero, Customer hereby grants to Vet Hero an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest. If the foregoing assignment and license are not enforceable, Customer agrees to waive and never assert against Vet Hero those non-assignable and non-licensable rights, title and interest. Customer agrees to execute any documents or take any actions as may reasonably be necessary, or as Vet Hero may reasonably request, to perfect ownership of the Feedback and Vet Hero Developments. If Customer is unable or unwilling to execute any such document or take any such action, Vet Hero may execute such document and take such action on Customer’s behalf as Customer’s agent and attorney-in-fact. The foregoing appointment is deemed a power coupled with an interest and is irrevocable.

13.7 License to Deliverables. Subject to Customer’s compliance with these Terms, Vet Hero hereby grants Customer a limited, non-exclusive, non-transferable license during the Subscription Term to use the Deliverables solely in connection with Customer’s authorized use of the Vet Hero Platform and Tele-Veterinary Platform. Notwithstanding any other provision of this Agreement: (i) nothing herein shall be construed to assign or transfer any Intellectual Property Rights in the proprietary tools, source code samples, templates, libraries, know-how, techniques and expertise (“Tools”) used by Vet Hero to develop the Deliverables, and to the extent such Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to Customer, on the same terms as the Deliverables; and (ii) the term “Deliverables” shall not include the Tools.

14. HIPAA OBLIGATIONS.

14.2 Vet Hero’s obligations as a Business Associate. To the extent Vet Hero is determined to be a “Business Associate” as defined by HIPAA Rules, the parties agree that the terms of the Business Associate Agreement (“BAA”) attached hereto as Appendix A, shall apply.

15. TCPA OBLIGATIONS.

15.1 The Telephone Consumer Protection Act (“TCPA”) is a U.S. federal law that protects consumer from unwanted solicitation by telephone, fax, and text message. The TCPA prohibits using an “Automatic Telephone Dialing System” to contact a consumer without consent.

15.2 Customers Obligations Under TCPA. Customer is subject to the restrictions of TCPA when Customer contacts its clients. As such, Customer agrees to:

(a) Before sending any marketing-related message, obtain express written consent from each client receiving the marketing message that the client consents to receive text messages related to Customer’s goods and services from an automated system.

(b) Honor client requests to opt-out of future telephone, fax, and text message communications. Vet Hero software provides the ability to honor such requests.

(c) Not send any messages beyond the scope of the consent Customer receives from its clients. Messages unrelated to Customer’s products and services will exceed this scope and potentially subject Customer to liability under TCPA or other relevant laws.

(d) State in its privacy policy that Customer may be contacting clients from any number Customer has on file and obtain written acknowledgement from each client that such client has read and agreed to Customer’s privacy policy.

15.3 Informational messages. While Customer is subject to TCPA whenever it uses Vet Hero’s software to contact Customer’s clients, when Customer uses the software to contact clients with informational messages (such as appointment reminders), consent to receive such messages does not need to be in writing. It may be oral, electronic, or written. However, it is strongly recommended that Customer obtain consent in either electronic or written form before contacting clients. In the unlikely event that a client brings suit alleging a violation of TCPA, it will be Customer’s responsibility to prove that such client consented to informational messages.

16. CAN-SPAM OBLIGATIONS.

16.1 The CAN-SPAM act sets out the rules for commercial email, establishes requirements for commercial messages, gives recipients the right to have Customer stop emailing them, and provides penalties for violations.

16.2 Customer’s Obligations Under CAN-SPAM. Customer is subject to the restrictions of CAN-SPAM when Customer contacts clients using email to promote a product or service. As such, if Customer uses Vet Hero software to distribute a marketing message, Customer agrees to follow the rules of CAN-SPAM, including without limitation, to:

(a) Not use false or misleading header information in emails.

(b) Not use deceptive subject lines in emails.

(d) Include Customer’s valid physical postal address in all marketing emails.

(e) Tell recipients how to opt out of receiving future email from Customer.

(f) Honor opt-out requests promptly.

(g) Monitor what others are doing on Customer’s behalf. If Customer has another entity handling Customer’s email marketing, Customer is still liable for what such entity send out on Customer’s behalf.

17. LIMITATION OF LIABILITY.

17.1 No Consequential Damages. NEITHER VET HERO NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIVETERINARY, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF VET HERO OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE VET HERO PLATFORM, TELE-VETERINARY PLATFORM, THIRD-PARTY OFFERINGS, ANCILLARY SERVICES, SUPPORT SERVICES OR THE RESULTS THEREOF. VET HERO WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

17.2 Limits on Liability. NEITHER VET HERO NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO VET HERO DURING THE PERIOD OF SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED.

17.3 Essential Purpose. CUSTOMER ACKNOWLEDGES THAT THE TERMS IN THIS SECTION 17 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

18. TERM AND TERMINATION.

18.1 Term. The term of these Terms commences on the Effective Date and continues until the expiration or termination of all Subscription Term(s), unless earlier terminated as provided in these Terms. Except as otherwise specified in the applicable Order Form, Subscription Terms shall automatically renew for additional periods equal to the expiring Subscription Term unless one party gives the other written notice of non-renewal at least thirty (30) days prior to the expiration of the then current Subscription Term. The pricing during any automatic renewal term shall be the same as that during the immediately prior term unless Vet Hero has given Customer written notice of a pricing increase at least ten (10) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter; provided however that no such pricing increase shall occur until after expiration of the then current Subscription Term.

18.2 Termination for Cause. A party may terminate these Terms and any Statement of Work (and all Subscription Term(s)) upon written notice to the other party in the event the other party (a) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) days after filing or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or (b) commits a material breach of any provision of these Terms and does not remedy such breach within thirty (30) days after receipt of notice from the other party or such other period as the parties may agree. Upon any termination for cause by Customer, Vet Hero shall refund Customer any prepaid fees for the remainder of the terminated Subscription Terms after the effective termination date. Upon any termination for cause by Vet Hero, Customer shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve Customer of the obligation to pay any fees payable to Vet Hero for the period prior to the effective date of termination.

18.3 Termination for Convenience. At any time after the initial Subscription Term, Customer shall have the right to terminate any Subscription Term for convenience on at least thirty (30) days prior written notice to Vet Hero; provided, however, that under no circumstances shall Customer be entitled to any refund of any fees for such terminated Subscription Term. Vet Hero shall have the right to terminate any Subscription Term for convenience on at least thirty (30) days prior written notice to Customer. If Vet Hero exercises such termination right, Vet Hero shall refund to customer the amount of any pre-paid fees for the terminated Subscription Term.

18.4 Effects of Termination. Upon expiration or termination of these Terms, (a) Customer’s use of and access to the Vet Hero Platform and Vet Hero's performance of all Support Services and Ancillary Services shall cease; (b) all Order Forms and Statements of Work shall terminate; and (c) all fees and other amounts owed to Vet Hero shall be immediately due and payable by Customer, including without limitation, all fees incurred under any outstanding Statement of Work up through the date of termination for any Ancillary Services completed and a pro-rated portion of the fees incurred for any partially completed Ancillary Services. Vet Hero shall have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. In addition, within ten (10) days of the effective date of termination each Receiving Party shall: (a) return to the Disclosing Party, or at the Disclosing Party’s option, the Receiving Party shall destroy, all items of Confidential Information (other than the Customer Data) then in the Receiving Party’s possession or control, including any copies, extracts or portions thereof, and (b) upon request shall certify in writing to Disclosing Party that it has complied with the foregoing.

18.5 Survival. This Section and Sections 1, 2.3, 2.4, 6.2, 11, 12, 13, 14, 18.1, 19 shall survive any termination or expiration of these Terms.

19. MISCELLANEOUS.

19.1 Notices. All notices which any party to these Terms may be required or may wish to give may be given by addressing them to the other party at the addresses set forth below (or at such other addresses as may be designated by written notices given in the manner designated herein) by (a) personal delivery, (b) sending such notices by commercial overnight courier with written verification of actual receipt, (c) by email, effective (A) when the sender receives an automated message from the recipient confirming delivery or (B) one hour after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered, whichever happens first, but if the delivery or receipt is on a day which is not a business day or is after 5:00 pm (addressee’s time) it is deemed to be received at 9:00 am on the following business day, or (d) sending them by registered or certified mail. If so mailed or otherwise delivered, such notices shall be deemed and presumed to have been given on the earlier of the date of actual receipt or three (3) days after mailing or authorized form of delivery. All communications and notices to be made or given pursuant to these Terms shall be in the English language.

19.2 Governing Law. These Terms and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the United States and the State of Washington as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms. The parties further agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state of the United States in any form. Any dispute arising out of or in connection with these Terms, including but not limited to any question regarding its existence, interpretation, validity, performance, or termination, or any dispute between the parties arising from the parties' relationship created by these Terms, shall be referred to and finally resolved by arbitration administered by the American Arbitration Association under its rules. The number of arbitrators shall be one (1). The parties shall endeavor to agree upon the sole arbitrator and jointly nominate the arbitrator. If the parties cannot agree upon the sole arbitrator within a time prescribed by AAA, the parties shall request the AAA to propose five (5) arbitrators and each party shall rank the proposed arbitrators. The AAA shall appoint an arbitrator from the list of five (5), based upon the parties' rankings. The seat, or legal place of arbitration shall be Washington, United States. Notwithstanding the foregoing, Vet Hero has the right to pursue equitable relief in the state and federal courts located in Washington, and Customer agrees to the exclusive jurisdiction and venue of such courts. Any disputes arising out of or in connection with these Terms, including but not limited to any question regarding its existence, interpretation, validity, performance or termination, or any dispute between the parties arising from the parties’ relationship created by these Terms, shall be heard in the state and federal courts located in Chelan County, State of Washington and the parties hereby consent to exclusive jurisdiction and venue in such courts.

19.3 Publicity. Vet Hero has the right to reference and use Customer’s name and trademarks and disclose the nature of the Services provided hereunder in each case in Vet Hero’s business development and marketing efforts, including without limitation Vet Hero’s web site.

19.4 No Solicitation of Employees. Customer agrees that, so long as the Subscription Term remains in effect, and for a period of one (1) year following the last Subscription Term hereunder to terminate or expire, it will not directly solicit for employment the employees of Vet Hero without Vet Hero’s prior written consent; provided, however, that the foregoing prohibition shall not preclude the hiring by Customer of any individual who responds to a general solicitation or advertisement, whether in print or electronic form, only job postings and social networking sites.

19.5 Export. The Vet Hero Platform utilizes software and technology that may be subject to United States and foreign export controls. Customer acknowledges and agrees that the Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Vet Hero Platform, Customer represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Vet Hero Platform may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Customer agrees to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Vet Hero and its licensors make no representation that the Vet Hero Platform is appropriate or available for use in other locations. Any diversion of the Customer Data contrary to law is prohibited. None of the Customer Data, nor any information acquired through the use of the Vet Hero Platform, is or will be used for nuclear activities, chemical or biological weapons, or missile projects.

19.6 General. CUSTOMER SHALL NOT ASSIGN ITS RIGHTS HEREUNDER, OR DELEGATE THE PERFORMANCE OF ANY OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER BY MERGER, ACQUISITION, SALE OF ASSETS, OPERATION OF LAW, OR OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF VET HERO. ANY PURPORTED ASSIGNMENT IN VIOLATION OF THE PRECEDING SENTENCE IS NULL AND VOID. SUBJECT TO THE FOREGOING, THESE TERMS SHALL BE BINDING UPON, AND INURE TO THE BENEFIT OF, THE SUCCESSORS AND ASSIGNS OF THE PARTIES THERETO. THERE ARE NO THIRD-PARTY BENEFICIARIES TO THESE TERMS. EXCEPT AS OTHERWISE SPECIFIED IN THESE TERMS, THESE TERMS MAY BE AMENDED OR SUPPLEMENTED ONLY BY A WRITING THAT REFERS EXPLICITLY TO THESE TERMS AND THAT IS SIGNED ON BEHALF OF BOTH PARTIES. NO WAIVER WILL BE IMPLIED FROM CONDUCT OR FAILURE TO ENFORCE RIGHTS. NO WAIVER WILL BE EFFECTIVE UNLESS IN A WRITING SIGNED ON BEHALF OF THE PARTY AGAINST WHOM THE WAIVER IS ASSERTED. IF ANY OF THESE TERMS IS FOUND INVALID OR UNENFORCEABLE THAT TERM WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY LAW AND THE REMAINDER OF THE TERMS WILL REMAIN IN FULL FORCE. THE PARTIES ARE INDEPENDENT CONTRACTORS AND NOTHING CONTAINED HEREIN SHALL BE CONSTRUED AS CREATING AN AGENCY, PARTNERSHIP, OR OTHER FORM OF JOINT ENTERPRISE BETWEEN THE PARTIES. THESE TERMS, INCLUDING ALL APPLICABLE ORDER FORMS, AND STATEMENTS OF WORK, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO THIS SUBJECT MATTER AND SUPERSEDES ALL PRIOR OR SIMULTANEOUS UNDERSTANDINGS, REPRESENTATIONS, DISCUSSIONS, NEGOTIATIONS, AND AGREEMENTS, WHETHER WRITTEN OR ORAL. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR FAILURE OR DELAY IN PERFORMING ITS OBLIGATIONS UNDER THESE TERMS WHEN SUCH FAILURE OR DELAY IS DUE TO ANY CAUSE BEYOND THE CONTROL OF THE PARTY CONCERNED, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, GOVERNMENTAL ORDERS OR RESTRICTIONS, FIRE, OR FLOOD, PROVIDED THAT UPON CESSATION OF SUCH EVENTS SUCH PARTY SHALL THEREUPON PROMPTLY PERFORM OR COMPLETE THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.

Special Terms for Canadian Customers: For Customers residing in Canada, the following Sections 14 and 15 replace Sections 14, 15 and 16, above:

14. PHI OBLIGATIONS.

14.1 Permitted Uses and Disclosures of Protected Health Information. Vet Hero provides services that may involve the use and disclosure of Protected Health Information (“PHI”). Except as otherwise specified herein, Vet Hero may make any and all uses of PHI necessary to perform its obligations and exercise its rights under these Terms. Vet Hero may use or disclose PHI to the full extent permitted by applicable Canadian Acts and Regulations, including but not limited to the Personal Information Protection and Electronic Documents Act (Federal), the Personal ‎Information Protection Act (Alberta), the Personal Information Protection Act (British Columbia), ‎the Act Responding the Protection of Personal Information in the Private Section (Quebec), the Personal Health Information ‎Protection Act (Ontario) or corresponding laws of another province relating to the protection of ‎PHI (the “PHI Legislation”).

15. CANADA’S ANTI-SPAM LEGISLATION (CASL)

15.1 Canada’s Anti-Spam Legislation or “CASL” means An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act.

15.2 “CEM” means a commercial electronic message as that term is defined in CASL.

15.3 “Computer Program”, “Computer System”, and “Transmission Data” have the meaning given to them in CASL.

15.4 Customer’s Obligations Under CASL. If Customer uses Vet Hero software, Customer agrees to comply with all applicable provisions of CASL at all times and agrees not, either directly or indirectly, to:

(a) Send or cause or permit to be sent, any CEM to any person unless:

(i) That person who received the CEM consented, either expressly or implicitly, to receive the CEM and such consent is in accordance with CASL, or, the Company was not required by CASL to obtain consent; and

(ii) The message contained the identifying and contact information of the sender and an unsubscribe mechanism as required by CASL:

(b) Alter or cause to be altered the Transmission Data in any message sent by any means of telecommunication, so that the message was delivered to a destination other than in or in addition to that specified by the sender, unless the sender or recipient consented to such alteration in accordance with CASL; or

(c) Install or cause to be installed, any Computer Program on a Computer System of any person, unless the person consented to such installation in accordance with CASL.

15.5 CASL Policies and Procedures. If Customer uses Vet Hero software, Customer agrees to implement policies and procedures in compliance with CASL and agrees to operate in accordance with such policies and procedures at all times.

15.6 CASL Contractual Obligations. If Customer engages any person to provide any good or service to the Customer related to any activities regulated by CASL, Customer agrees to implement contractual measures that require such person to comply with CASL for all such activities or services. Customer agrees to comply in all material respects with the terms of all contracts to which the Customer is a party relating to Customer’s CASL compliance or Customer’s provision of any good or service to any person related to any activities regulated by CASL.

15.7 Other Customer Obligations. If Customer uses Vet Hero software to distribute a marketing message, Customer agrees to:

(b) Honor client requests to opt-out of future telephone, fax, and text message communications. Vet Hero software provides the ability to honor such requests.

(e) Not use false or misleading header information in emails.

(f) Not use deceptive subject lines in emails.

(g) Identify the email message as an advertisement.

(h) Include Customer’s valid physical postal address in all marketing emails.

(i) Tell recipients how to opt out of receiving future email from Customer.

(j) Honor opt-out requests promptly.

(k) Monitor what others are doing on Customer’s behalf. If Customer has another entity handling Customer’s email marketing, Customer is still liable for what such entity send out on Customer’s behalf.

15.8 In the unlikely event that a client brings suit alleging a violation of CASL, it will be Customer’s responsibility to prove that such client consented to receiving CEM.