ezyVet General Terms and Conditions

Last Updated December 16, 2022
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Overview

Welcome to ezyVet cloud based veterinary practice management software and Vet Radar patient care software, powered by IDEXX.

Except as specifically modified by these ezyVet General Terms and Conditions (the ezyVet General Terms), IDEXX’s standard terms and conditions of sales (Terms of Sale) as in effect from time to time apply to your use of ezyVet Software and Services. You may find the Terms of Sale applicable to your region here. These ezyVet General Terms and Terms of Sale, together with any Specific Agreement agreed between ezyVet and you (collectively, our Agreement) set out ezyVet’s, and your, rights and obligations in relation to the ezyVet Software and the Services.

In the event of any inconsistency between the Specific Agreement, the Terms of Sale and these ezyVet General Terms, they take precedence in the following order: First, the Specific Agreement (unless it specifically states otherwise); second, these ezyVet General Terms; and third, the Terms of Sale.

In these ezyVet General Terms references to “you” or “your” refer to both you in your personal capacity as well as the Subscriber you are authorized to represent. If you are an Authorized User (as defined below), you must also accept these ezyVet General Terms in order to use the ezyVet Software and the Services.

In these ezyVet General Terms any references to “ezyVet”, “we” or “our” refer to the IDEXX entity set out in the Specific Agreement.

By using the ezyVet Software and receiving the Services you agree to follow and be bound by the terms and conditions of our Agreement. If you do not agree to all the terms and conditions in our Agreement, you must not use the ezyVet Software or receive the Services.

Amendments to these ezyVet General Terms

These ezyVet General Terms may be varied by ezyVet at any time. We will advise you of any material changes to the ezyVet General Terms by providing you with reasonable prior notice of such changes before they become effective unless we need to make immediate changes to these ezyVet General Terms to comply with any applicable law. If any change to the ezyVet General Terms is not material (i.e. the change does not materially impact your rights and/or obligations under our Agreement), we may not notify you. Any proposed changes to ezyVet these General Terms will not apply retrospectively. You can keep track of changes to our ezyVet General Terms by referring to the version number and “last updated” date at the top of these ezyVet General Terms. You must ensure that you have read, understood, and agree to the most recent version of these ezyVet General Terms. If you find a modified term unacceptable, you may terminate our Agreement by giving us no less than 90 days prior written notice. If you elect to terminate our Agreement as result of any proposed change to these ezyVet General Terms, then the ezyVet General Terms applicable as at the date you gave notice of termination will continue apply during your notice period.

The Specific Agreement may only be varied by written agreement between ezyVet and you.

1. Definitions and Interpretation

1.1. In our Agreement, unless it is specified otherwise, or the context requires otherwise:

Authorized User means any employee, contractor, officer or agent of your business who is authorized by you to use the ezyVet Software and receive the Services;

Business Day means a day other than a Saturday, Sunday or public holiday in the Subscriber’s country of residence;

Data Protection Laws mean (i) the European the General Data Protection Regulation 2016/679 (“GDPR”); or (ii) any of the other data protection laws identified in the DPA;

Documentation means the documentation (if any) made available by ezyVet to you through the ezyVet Software, which sets out a description of the ezyVet Software and the user instructions for the ezyVet Software;

DPA means the IDEXX Customer Data Processing Agreement and the DPA Schedules attached thereto for ezxVet and Vet Radar. The DPA is incorporated into these ezyVet General Terms if applicable to you under
relevant Data Protection Laws;

ezyVet Software means ezyVet’s veterinary practice management software and the Vet Radar patient care software, each provided on a software-as-a-service basis, and each as may be updated by ezyVet from time to time;

ezyVet Website means www.ezyvet.com or any other URL address notified to you by ezyVet from time to time;

Fees means any amounts payable by you under and in accordance with our Agreement including for the avoidance of doubt the Subscription Fees and any Services Fees;

Initial Subscription Term means the period specified as such in the Specific Agreement;

Intellectual Property Rights means all brand names, trademarks, service marks, trade names, logos, copyrights, patents, licenses, designs and rights in a design, look and feel, know-how, trade secrets, inventions, technical data, concepts, ideas, moral rights and all other similar property, whether or not registered, in the course of being registered or unregistered and any analogous rights worldwide;

Personal Data means information about an identifiable individual, including, without limitation an individual’s name, email, address, telephone number or bank account details;

Privacy Policy means the IDEXX Global Privacy Policy, as amended from time to time, and located here;

Related Company means, in respect of ezyVet or IDEXX, any subsidiary, affiliate, or successor in interest of ezyVet or IDEXX, or any of its shareholders, directors, officers, employees, agents or nominees;

Renewal Period means the period specified as such in the Specific Agreement;

Services means implementation and other services (if any), to be provided to you by ezyVet as may be more particularly described in the Specific Agreement;

Services Fees means the fees payable to ezyVet by you for the Services as set out in the Specific Agreement;

Specific Agreement means a separate agreement signed by the Subscriber and ezyVet in respect ezyVet’s provision of the ezyVet Software and the Services to the Subscriber and its Authorized Users;

Subscriber means the person or entity that is registered to use the ezyVet Software and receive the Services, as set out in the Specific Agreement;

Subscription Fees means the monthly subscription fees payable for your access and use of the ezyVet Software as set out in the Specific Agreement;

Subscription Term means the Initial Subscription Term together with any subsequent Renewal Periods;

Third Party Provider means a third party who provides services which are ancillary to, or enable, ezyVet to provide the ezyVet Software or any Services to you (i.e. third party providers of data center hosting services, electricity and other telecommunications services);

Virus means any thing or device (including any software, code, file or program) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

Your Data means any data collected or obtained by ezyVet in connection with our Agreement relating to you, your practice or your business operations, suppliers, facilities, customers, personnel, and assets and, for the purposes of these ezyVet General Terms, includes Your Customer Data; and

Your Customer Data means the data about your customers or patients inputted by you, or ezyVet on your behalf, for the purpose of using the ezyVet Software or facilitating your use of the ezyVet Software.

1.2. In our Agreement, unless it is specified otherwise, or the context requires otherwise:

a) any reference to the words “include” and “including” are not words of limitation but should be read as “include (without limitation)” or “including (without limitation)”; and

b) any reference to any decision being made at ezyVet’s discretion means such decision may be made at ezyVet’s sole discretion

2. Access to ezyVet Software and Authorized Users

2.1. Whether you are the Subscriber or an Authorized User ezyVet grants you a non-exclusive, non-transferable right during the Subscription Term to access and use the ezyVet Software and the Documentation solely for the Subscriber’s internal business operations and otherwise in accordance with the terms of this Agreement.

2.2. As the Subscriber:

a) you are responsible for your Authorized Users’ activity and use of the ezyVet Software and Services;

b) you must ensure that the number of Authorized Users that you authorize to access and use the ezyVet Software and the Documentation does not exceed the maximum number of Authorized Users allocated to your account, as specified in the Specific Agreement. Authorized Users must be limited to employees, contractors, officers or agents of your business who are expressly authorized by you to use the ezyVet Software and receive the Services. If you wish to add an external third-party supplier of services to your business as an Authorized User, then you must obtain ezyVet’s prior written approval. To the extent the relevant third-party supplier provides benchmarking services or provides services to multiple ezyVet subscribers then ezyVet may require that third party to enter into a separate API integration agreement directly with ezyVet;

c) you are responsible for determining the level of access that each Authorized User has to access and use the ezyVet Software, and you acknowledge that ezyVet will not be responsible for your use, or inability to use, the ezyVet Software arising out of or in connection with any act or omission of your Authorized Users;

d) you must maintain a written, up-to-date list of current Authorized Users and provide such list to ezyVet within 5 Business Days of ezyVet’s written request;

e) you must keep, and ensure that each Authorized User shall keep, secure logins and passwords for access and use of the ezyVet Software and Documentation and keep such logins and passwords confidential;

f) you must notify Authorized Users, and ensure that Authorized Users understand and agree, that their use of the ezyVet Software is subject to the terms and conditions set out in our Agreement;

g) you agree to allow ezyVet at any time to audit your use of the ezyVet Software in order to establish whether such use is in accordance with our Agreement, and you must on demand, pay to ezyVet an amount of any underpayment of Subscription Fees discovered from such audit; and

h) you must promptly disable any login account, or enable ezyVet to do so, if you or ezyVet discover that any login details have been provided to any unauthorized third party.

2.3. Any act or omission of your Authorized Users in connection with our Agreement will be treated as your act or omission. ezyVet may terminate any authority you have granted to any Authorized User if ezyVet considers that the relevant Authorized User is in breach of our Agreement, or the acts or omissions of the relevant Authorized User put you in breach of our Agreement.

3. Changes to number of Authorized Users

3.1. You may request an increase or decrease to the maximum number of Authorized Users who can access and use the ezyVet Software on written notice to us. If agreed by ezyVet, we will make the change to the number of Authorized Users on your account as soon as practicable.

3.2. If you decrease the number of Authorized Users, no refunds will be paid in respect of any unused portion of any Subscription Fees that have been pre-paid in the prior month. If you increase the number of Authorized Users, ezyVet will charge you for any net amount due for the additional Authorized Users in the immediately following invoice.

4. Your Responsibilities

4.1. You will:

a) provide ezyVet with all necessary cooperation and information as we may require to provide the ezyVet Software and the Services (if any) to you, or any warranty, maintenance or trouble shooting services for the ezyVet Software, including but not limited to, security access information, configuration services and server access.;

b) comply with all applicable laws (including applicable privacy laws in respect of your collection, use and disclosure of any Personal Data that is included in Your Data) with respect to use of the ezyVet Software and your activities under the Agreement;

c) ensure that your network and systems comply with the relevant specifications as may be specified by ezyVet from time to time;

d) use all reasonable efforts to prevent any unauthorized access to, or use of, the ezyVet Software and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify ezyVet; and

e) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to ezyVet’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links caused by the internet.

4.2. You will not:

a) access, store, distribute or transmit any Viruses in respect of the ezyVet Software, and you acknowledge and agree ezyVet may, without liability to you, disable your access to the ezyVet Software if you are in breach of this Section;

b) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reproduce, repackage, resell, display, transmit, or distribute all or any portion of the ezyVet Software and/or Documentation (as applicable) in any form or media or by any means;

c) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the ezyVet Software;

d) access all or any part of the ezyVet Software and Documentation in order to build a product or service which competes with the ezyVet Software and/or the Documentation;

e) attempt to undermine the integrity or security of the ezyVet Software, or ezyVet’s or third party systems, networks, or data used in the provision of the ezyVet Software or the Services, data, or resources used in the provision of the ezyVet Software or the Services;

f) make the ezyVet Software and/or Documentation available to any third party except your Authorized Users in accordance with our Agreement;

g) use or publish any of ezyVet’s branding, trademarks, or logos except with ezyVet’s prior written consent; or

h) attempt to obtain, or assist third parties in obtaining, access to the ezyVet Software and/or Documentation, other than as expressly provided for under our Agreement.

5. Your Data and Your Customer Data

5.1. Subject to the licenses and permissions you grant to ezyVet under the Agreement, you own and retain all rights to Your Data and Your Customer Data. You have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data and Your Customer Data. You represent and warrant that you have obtained all necessary rights and consents for, and that you will comply with all privacy and data protection laws in connection with Your Customer Data for use with the ezyVet Software.

5.2. You grant permission to us and our licensors to use Your Data and Your Customer Data:

a) to provide the ezyVet Software to you, and perform our obligations under the Agreement;

b) to respond to your request for products, services, business insights on your practice or other information you request, to fulfill our obligations to you under orders or contracts, and to arrange for and process payments owed by you in connection with orders or contracts;

c) for internal purposes, including without limitation, to improve, develop, and enhance the ezyVet Software and/or Services and allow ezyVet to create new Services, for marketing, promotions, customer support, Web site administration, and feedback purposes;

d) to verify your compliance with the terms of our Agreement; and

e) as you may otherwise agree specifically in writing.

5.3. You authorize us to aggregate data from Your Data and You Customer Data, and your usage of ezyVet Software with similar data from other veterinary practices, ("aggregated data"). In preparing aggregated data, we will eliminate practice-specific references that would permit identification of your practice or your customers. We may use such aggregated data for ezyVet and IDEXX internal purposes, including to enable analysis of regional and national trends, data, and information, to provide and improve our offerings, and otherwise in a manner consistent with the IDEXX Privacy Policy. In addition, we may provide your practice's data, without any references that would permit identification of your practice or your customers, to other third parties, in a manner consistent with the IDEXX Privacy Policy. We may continue to use aggregated data after your Software subscription or access right ends.

5.4. ezyVet shall implement and maintain reasonable controls designed to: (a) protect against any anticipated threats or hazards to the confidentiality or integrity of Your Data on the ezyVet Software and to (b) protect against unauthorized access, disclosure, or use of Your Data on the ezyVet Software.

5.5. You acknowledge that if there is any loss or damage to Your Data, your sole and exclusive remedy will be for ezyVet to use reasonable commercial endeavors to restore such lost or damaged data from the latest backup of Your Data maintained by ezyVet; however, such restoration by ezyVet is not guaranteed. You are responsible for keeping your own up-to-date backup copies of Your Data. ezyVet will not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party.

5.6. If you are transferring Your Data to another provider or you otherwise would like us to return or provide copies of Your Data to you, ezyVet will prepare Your data for transfer from your account upon 10 business days prior written request. We will provide Your Data to you either on a physical drive or by file transfer over the Internet. We recommend that you not cancel your ezyVet Software until you have successfully transferred Your Data to an alternate production environment.

6. Processing Your Customer Data

6.1. ezyVet and IDEXX are committed to the proper processing of Personal Data and has adopted a Privacy Policy which sets out the processing of Personal Data for which ezyVet or IDEXX acts as a data controller.

6.2. In addition, IDEXX acts as a data processor for the processing activities that it performs through the ezyVet Software on behalf of and on the instructions of you and your Authorized Users. These processing activities are described in and are subject to the DPA and the DPA Schedule. The DPA shall form an integral part of the Agreement in accordance with applicable data protection laws.

7. Integrated Third-Party Applications; Third Party Providers

7.1. Along with the use of the ezyVet Software and other ezyVet Services, ezyVet also may make applications and services operated by third parties (each a Third-Party Service) available to you, which are subject to applicable third party terms and conditions.

7.2. Your use of these Third-Party Services may result in further charges being payable by you to the relevant third-party provider. By using a Third-Party Service, you accept the terms of that application or service. If you do not agree to those terms, do not use that particular application or service. ezyVet does not accept any responsibility for any Third-Party Service. ezyVet may enable Third Party Services to write back to your ezyVet Software. If you authorize a Third Party to access or write back data into your ezyVet Software, ezyVet will not responsible or liable for such Third Party’s use of or updates to Your Data.

7.3. Some Third-Party Service providers may pay ezyVet a support fee that may, without limitation, be related to the data that the Third-Party Service provider accesses about you through our ezyVet APIs. Such access is always subject to you granting your consent to the relevant Third-Party Service provider to obtain that data through our ezyVet APIs.

7.4. If you use the ezyVet Software in connection with Third Party services or applications that were not made available by ezyVet (Unsanctioned Services), ezyVet is not responsible for such Unsanctioned Services, or liable for any damage to the ezyVet Software or Your Data arising from the Unsanctioned Services or its use with the ezyVet Software.

7.5. You acknowledge that:

a) ezyVet may rely on the provision of services by Third Party Providers and that the ezyVet Software may be subject to limitations, delays and other problems inherent in the use of such services provided by Third Party Providers; and

b) ezyVet will not be responsible for any delays, delivery failures, or any other loss or damage arising out of or is in connection with any services provided by Third Party Providers, including any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.

8. Services

8.1. ezyVet will provide the Services (if any) in the manner set out in the Specific Agreement.

8.2. Where ezyVet provides any Services to you:

a) you will, within the agreed timeline, carry out all necessary required responsibilities including (without limit) gathering and providing information, setting up of templates, attending online meetings and webinars, and configuration in a timely fashion. In the event of any delays in carrying out such responsibilities IDEXX may adjust any agreed timetable or delivery schedule as reasonably necessary;

b) and those Services are in the nature of training, then your Authorized Users will be required to attend multiple online training sessions. You will ensure that your Authorized Users are available to attend such training sessions. You acknowledge that any online training sessions that are missed due to non-attendance will not be recovered, any additional training required or requested by you as a result of missed sessions will be at your cost. It is your responsibility to provide training for any new Authorized Users that are added after the training has been provided by ezyVet;

c) you will carry out all checks and actions in relation to hardware required by ezyVet and notified to you from time to time; and

d) during the onsite implementation (if any), you will make available at least one staff member with decision-making authority at each site to accompany and assist ezyVet personnel at all times

8.3. ezyVet warrants that all Services will be performed in a professional and workmanlike manner.

9. Software availability and downtime

9.1. ezyVet will use its reasonable efforts to address any technical issues that arise on the ezyVet Website or in connection with the ezyVet Software.

9.2. ezyVet strives to maintain the availability of our services, and provide online support, 24 hours a day. From time to time ezyVet may need to perform maintenance on the ezyVet Software, which may require a period of downtime. ezyVet will use its reasonable efforts to minimize any such downtime. Where planned maintenance is being undertaken, we’ll use reasonable efforts to notify you in advance. We reserve the right to apply any necessary security or application updates as needed without notification. Live status updates can be found here.

9.3. ezyVet will use commercially reasonable efforts to make the ezyVet Software available for access and use by you at least 99.8% of each calendar month, excluding unavailability caused by
(i) factors outside of our reasonable control, including any force majeure event or Internet-access or related problems beyond the ezyVet network demarcation point,
(ii) your actions or inactions or those of a third party (such as server or software maintenance) that affect availability of ezyVet or IDEXX services,
(iii) our suspension or termination of your right to use the ezyVet Software, or
(iv) planned maintenance windows determined by us.

9.4. Whatever the cause of any downtime or access issue you acknowledge and agree that your only recourse against ezyVet is to discontinue using the ezyVet Software or our Services (as the case may be).

9.5. You acknowledge that ezyVet regularly upgrades and updates the ezyVet Software and that the ezyVet Software is continually evolving, in some cases ezyVet may discontinue existing features of the ezyVet Software. Some of these changes will occur automatically, while others may require you to schedule or implement the changes. You agree, where required, to upgrade your software and/or devices in order to make efficient use of the ezyVet Software.

10. Charges and Payment

10.1. Bank account payment method: Unless otherwise agreed, in order to subscribe for the ezyVet Software you must register an eligible bank account with your ezyVet account to use it as a payment method. Eligible bank accounts include accounts held at a financial institution capable of receiving direct debit entries (e.g. a United States-based financial institution that supports automated clearing house ("ACH") entries). You represent and warrant to ezyVet that your registered bank account is held in your name or you are authorized to register and use this bank account as a payment method. By registering or selecting your bank account as your payment method, you authorize ezyVet to initiate one or more debits for the total amount of any Fees payable by you in accordance with our Agreement from your bank account (and, if necessary, initiate one or more credits to your bank account to correct errors, issue a refund or similar purpose), and you authorize the financial institution that holds your bank account to deduct such debits or accept such credits. You understand that this authorization will remain in full force and effect until you remove your bank account information from your ezyVet account.

10.2. Subscription Fees: You acknowledge that the Subscription Fees are payable on a monthly basis and accordingly agree that you are authorizing recurring payments. ezyVet will invoice all monthly Subscription Fees one month in advance. Payment of each invoice will be electronically processed by ezyVet on the due date by either ACH or direct credit from your nominated bank account.

10.3. Service Fees: ezyVet will invoice you all Service Fees in accordance with the Specific Agreement. Where no timetable for invoicing any Service Fees is included in the Specific Agreement then ezyVet will invoice you for any 50% of any applicable Services Fees in advance of Service commencement, the remaining 50% of any applicable Service Fees to be invoiced by ezyVet at the earlier of the Go-Live Date (as that term is defined in the Specific Terms) or upon completion of the relevant Service. Payment of each invoice will be electronically processed by ezyVet on the due date by either ACH or direct credit from your nominated bank account.

10.4. Delays and cancellation: Additional delay and cancellation charges may apply as set out in the Specific Agreement.

10.5. Expenses: All expenses properly incurred by ezyVet in connection with the Services will be reimbursed as an additional charge, unless incorporated in the Services Fees.

10.6. Changes to Subscription Fees: ezyVet may increase the Subscription Fees upon 30 days’ prior notice to you and the Specific Agreement will be deemed to have been amended accordingly. If you are not happy with any proposed price increase then you may terminate our Agreement following receipt of ezyVet’s notice of any such price increase on 30 days’ prior written notice to ezyVet.

11. Intellectual Property Rights

11.1. You acknowledge and agree that ezyVet and/or its third-party licensors own all Intellectual Property Rights in:

a) the ezyVet Software;

b) the ezyVet Website;

c) all Documentation;

d) any other deliverables provide to you in connection with the ezyVet Services, unless expressly agreed otherwise; and

e) the ezyVet branding, trade names and trademarks (ezyVet Branding), together with all modifications, enhancements and other developments to the ezyVet Software, ezyVet Website, Documentation, service deliverables and ezyVet Branding (whether or not recommended or suggested by you) (together the ezyVet IP).

11.2. Except as expressly stated in the Agreement, the Agreement does not grant you any rights to, or in, the ezyVet IP. For the avoidance of doubt any license to the ezyVet Software, ezyVet Website, Documentation or ezyVet Branding granted under the Agreement does not give you any right to, and you may not:

a) circumvent or bypass any technological protection measures in or relating to the ezyVet Software or Services;

b) disassemble, decompile, decrypt, hack, emulate, exploit or reverse engineer any ezyVet Software or other aspect of the ezyVet Services that is included in or accessible through the ezyVet Software;

c) publish, copy, rent, lease, sell, export, import, distribute or lend the ezyVet Software, unless ezyVet expressly authorizes you to do so;

d) transfer the ezyVet Software or any rights to access or use the ezyVet Software;

e) use the ezyVet Software Services in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, account or network; or

f) enable access to the ezyVet Software by unauthorized third-party applications.

12. Confidentiality

12.1. “Confidential information” means information that is marked confidential or proprietary, or that a reasonable person should know is confidential, and includes all pricing or other specific terms that ezyVet provides to you, including any incentive programs. Confidential information also includes the ezyVet Software, know-how, trade secrets, and non-public information about our customers, our products and services, or us.

12.2. You may receive Confidential Information from us, and you agree to keep it confidential and use it only to receive and make use of our ezyVet Software and Services. You shall protect such Confidential Information using the same degree of care (but not less than a reasonable degree of care) as you use to protect your own confidential information of a similar nature. If you are required by law, or by order or request of a court or administrative body, to disclose any such Confidential Information, you will make commercially reasonable efforts, as permitted by law, to give us prompt written notice of such event before disclosing such Confidential Information.

13. Reports for Informational Purposes

13.1. Information, analyses, calculations, or reports may be provided through the use of the ezyVet Software (together referred to as Reports). ezyVet does not warrant the accuracy, correctness, reliability or completeness of any Reports. You acknowledge the Reports are for informational purposes only, and that the assumptions used and figures generated are for purposes of illustration and reference only, and are subject to change depending on a variety of factors, which may not have been taken into account at the time the Reports were created. To the maximum extent permitted by law, ezyVet will not be liable for any form of loss or damage, arising out of or in connection with your reliance on and use of the Reports. You agree that you will not rely solely on the Reports and will carry out your own analysis (other than by using the ezyVet Software) to verify the accuracy, correctness, reliability and completeness of the Reports.

14. Indemnification

14.1. You shall indemnify, defend, and hold ezyVet harmless from and against any and all Losses resulting from any Action (each as defined below) that arises from (a) use of the use of the ezyVet Software outside the purpose or manner of use authorized by the Agreement or otherwise in breach of the Agreement; (b) unauthorized or illegal use of the ezyVet Software by you, your Authorized Users or your affiliates, (c) Your Data. ezyVet will notify you in writing within thirty (30) days of our becoming aware of any such Action; give you sole control of the defense or settlement of such Action; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the Action. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise. "Losses" means all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification.

14.2. ezyVet shall indemnify, defend, and hold you harmless from and against any and all Losses resulting from any Third Party Action that the ezyVet Software or any use of the ezyVet Software in accordance with the Agreement, infringes such third party’s valid patents, copyrights, or trade secrets. ezyVet will have no obligation under this Section if the alleged infringement arises from: (a) the combination, operation, or use of the ezyVet Software in or with, any technology (including any software, hardware, firmware, system, or network) or service not provided by ezyVet or specified for use in applicable documentation; (b) modification of the ezyVet Software by you that were not authorized in writing; (c) use of the ezyVet Software outside the purpose or manner of use authorized by these ezyVet General Terms. If the ezyVet Software, or any part of the ezyVet Software, is, or in ezyVet’s opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party valid patent, copyright, or trade secret, or if your use of the ezyVet Software is enjoined or threatened to be enjoined, ezyVet may, at its option and sole cost and expense; (x) obtain the right for you to continue to use the ezyVet Software as contemplated by herein; (y) modify or replace the ezyVet Software, in whole or in part, to seek to make the ezyVet Software non-infringing, while providing materially equivalent features and functionality, and such modified or replacement software will constitute ezyVet Software; or (z) if none of the remedies set forth are available, ezyVet may terminate your Specific Agreement and shall promptly refund to you, on a pro rata basis, the share of any fees prepaid by you for the future portion of the term that would have remained but for such termination. You will notify us in writing within thirty (30) days of our becoming aware of any such Action; give us sole control of the defense or settlement of such an Action; and provide us (at your expense) with any and all information and assistance reasonably requested to handle the defense or settlement of the Action. You will not accept any settlement that (i) imposes an obligation on you; (ii) requires you to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on you without our prior written consent.

15. Term and Termination

15.1. The Agreement will, unless otherwise terminated as provided in this Section 15, commence on the date you subscribe to use the ezyVet Software and will continue for the Initial Subscription Term and, thereafter, the Agreement will be automatically renewed for each successive Renewal Period, unless:

a) either party notifies the other party of termination via electronic means through the ezyVet Website, giving at least 3 months notice in which case the Agreement will terminate the later date of either the expiry of the applicable Initial Subscription Term or 3 months time.

b) otherwise terminated in accordance with the provisions of the Agreement.

15.2. Either party may terminate the Agreement if the other party:

a) is in material breach of the Agreement and fails to remedy such breach within 30 days of receiving notice from the other party specifying the breach and requiring it to be remedied; or

b) goes into liquidation or has a receiver or statutory manager appointed over any of its assets, becomes insolvent or makes any arrangement with creditors.

15.3. On termination of the Agreement for any reason:

a) all licenses granted under the Agreement will immediately terminate and you must cease using the ezyVet Software and the Documentation; and

b) each party will return to the other and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party.

15.4. If you terminate the Agreement under Section 15.1

a) or ezyVet terminates the Agreement under Section 15.2, you will: a) not be entitled to a refund of any Subscription Fees pre-paid to ezyVet for unused access to the ezyVet Software; and

b) be liable to pay the Subscription Fees on a prorated basis for each day up to and including the date of termination of the Agreement to the extent that you have not paid for the use of the ezyVet Software on those days.

15.5. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, will survive termination or expiry of this Agreement.

16. Force Majeure

16.1. ezyVet will have no liability to you under the Agreement if ezyVet is prevented from, or delayed in, performing ezyVet’s obligations under the Agreement, or from carrying on ezyVet’s business, by acts, events, omissions or accidents beyond ezyVet’s reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ezyVet or any other party), failure of a utility service or transport or telecommunications network or service of a Third Party Provider, act of God, war, riot, civil commotion, terrorism including cyber terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. ezyVet will use reasonable endeavors to notify you of such an event and its expected duration as soon as reasonably possible.

17. General

17.1. ezyVet reserves all rights not expressly granted under this Agreement, and no other rights are granted by ezyVet under this Agreement by implication or estoppel or otherwise.

17.2. Any notice to be given under the Agreement must be made in writing sent to the email or address designated in writing by each party for that purpose in the Specific Agreement agreed with you and marked for the attention of the designated person or office holder (if any). Any notice shall be deemed effective upon receipt and either delivered in person, sent via certified mail (first class postage and fees prepaid, return receipt requested), nationally recognized overnight carrier, or by electronic means (upon confirmation of delivery thereof).

17.3. You acknowledge and agree that any Related Company of ezyVet may perform any of ezyVet’s obligations or grant any of the rights licensed by ezyVet to you, under this Agreement on ezyVet’s behalf.

17.4. The Agreement will not be deemed to create a partnership, joint venture or agency relationship of any kind between the parties.

17.5. A provision or a right under the Agreement may not be waived except in writing signed by the party granting the waiver.

17.6. A party may exercise a right, power or remedy under the Agreement at its discretion, and separately or concurrently with another right, power or remedy. A single or partial exercise of a right, power or remedy by a party under the Agreement does not prevent a further exercise of that or of any other right, power or remedy.

ezyVet General Terms and Conditions

Last Updated June 28, 2022
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Overview

Welcome to ezyVet cloud based veterinary practice management software. These General Terms and Conditions, together with the Privacy Policy and the Specific Terms agreed between ezyVet and you (collectively, the Agreement) set out ezyVet’s, and your, rights and obligations in relation to the ezyVet Software and the Services.

By using the ezyVet Software and receiving the Services you agree to follow and be bound by the terms and conditions of the Agreement. If you do not agree to all the terms and conditions in the Agreement, you must not use the ezyVet Software or receive the Services.

These General Terms and Conditions may be varied by ezyVet at any time, effective upon the posting of modified terms on the ezyVet Website. ezyVet will advise you of changes by amending the “Last updated” date on the relevant page, by a dialog box that is presented on log in or otherwise in writing (including by email). You will ensure that you have read, understood and agree to the most recent terms posted on the ezyVet Website or as otherwise notified to you.

Subject to clauses 3.1 and 7.6, the Specific Terms may only be varied by written agreement between ezyVet and you.

1. Definitions and Interpretation

1.1 In the Agreement, unless it is specified otherwise, or the context requires otherwise:

Authorised User means any employee, contractor, officer or agent of your business who is authorized by you to use the ezyVet Software and receive the Services;

Business Day means a day other than a Saturday, Sunday or public holiday in the Customer’s country of residence;

Customer means the person or entity that registers to use the ezyVet Software and receive the Services, as set out in the Specific Terms;

Documentation means the documentation (if any) made available by ezyVet to you through the ezyVet Software, which sets out a description of the ezyVet Software and the user instructions for the ezyVet Software;

ezyVet Software means ezyVet’s veterinary practice management software provided on a software-as-a-service basis and accessible via the ezyVet Website, as may be updated by ezyVet from time to time;

ezyVet Website means www.ezyvet.com or any other URL address notified to you by ezyVet from time to time;

Fees means the Subscription Fees and the Services Fees (if any);

Initial Subscription Term means the period specified as such in the Specific Terms;

Intellectual Property Rights means all brand names, trademarks, service marks, trade names, logos, copyrights, patents, licenses, designs and rights in a design, look and feel, know-how, trade secrets, inventions, technical data, concepts, ideas, moral rights and all other similar property, whether or not registered, in the course of being registered or unregistered and any analogous rights worldwide;

Privacy Policy means ezyVet’s privacy policy, as amended from time to time, and located at www.ezyvet.com/privacy-policy.

Related Company includes any subsidiary, affiliate, or successor in interest, or any of its shareholders, directors, officers, employees, agents or nominees;

Renewal Period means the period specified as such in the Specific Terms;

Services means implementation and other services (if any), as may be more particularly described in the Specific Terms;

Services Fees means the fees for the Services (if any), as set out in the Specific Terms;
Subscription Fees means the monthly subscription fees payable for your access and use of the ezyVet Software;

Subscription Term has the meaning given in clause 11.1;

Third-Party Provider has the meaning given in clause 10.5(a);

Virus means any thing or device (including any software, code, file or program) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

you and your refers to:

(a) the Customer; or

(b) where the context permits, the Authorised Users; and

Your Data means the data inputted by you, or ezyVet on your behalf, for the purpose of using the ezyVet Software or facilitating your use of the ezyVet Software.

1.2 In the event and to the extent of any conflict or inconsistency between these General Terms and Conditions and the Specific Terms, and except as expressly specified in any part, the General Terms and Conditions will prevail.

2. Access to ezyVet Software

2.1 ezyVet grants you a non-exclusive, non-transferable right to access and use the ezyVet Software and the Documentation during the Subscription Term solely for the Customer’s internal business operations.

2.2 You will:

(a) ensure that the number of Authorised Users that you authorise to access and use the ezyVet Software and the Documentation does not exceed the maximum number of Authorised Users allocated to your account, as specified in the Specific Terms;

(b) be responsible for determining the level of access that each Authorised User has to access and use the ezyVet Software, and you acknowledge that ezyVet will not be responsible for your use, or inability to use, the ezyVet Software arising out of or in connection with any act or omission of the Authorised Users;

(c) maintain a written, up to date list of current Authorised Users and provide such list to ezyVet within 5 Business Days of ezyVet’s written request;

(d) keep secure logins and passwords for your access and use of the ezyVet Software and Documentation and keep such logins and passwords confidential;

(e) procure that each Authorised User will keep a secure password for its use of the ezyVet Software and Documentation and keep this password confidential;

(f) notify Authorised Users, and ensure that Authorised Users understand and agree, that their use of the ezyVet Software is subject to the terms and conditions set out in the Agreement;

(g) allow ezyVet at any time to audit your use of the ezyVet Software in order to establish whether such use is in accordance with the Agreement;

(h) promptly disable any login account, or enable ezyVet to do so, if you or ezyVet discover that any login details have been provided to any unauthorised third party; and

(i) on demand, pay to ezyVet an amount of any underpayment of Subscription Fees discovered by ezyVet through undertaking the audits referred to in clause 2.2(g).

2.3 You will not:

(a) access, store, distribute or transmit any Viruses in respect of the ezyVet Software, and ezyVet may, without liability to you, disable your access to the ezyVet Software if you are in breach of this clause;

(b) except to the extent permitted by any applicable law which is incapable of exclusion by agreement between the parties:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the ezyVet Software and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the ezyVet Software;

(c) access all or any part of the ezyVet Software and Documentation in order to build a product or service which competes with the ezyVet Software and/or the Documentation;

(d) attempt to undermine the integrity or security of:

(i) the ezyVet Software; or

(ii) ezyVet’s, or any third party’s, systems, networks, data, or resources used in the provision of the ezyVet Software or the Services;

(e) make the ezyVet Software and/or Documentation available to any third party except the Authorised Users in accordance with the Agreement;

(f) use or publish any of ezyVet’s branding, trade marks, or logos except with ezyVet’s prior written permission; or

(g) attempt to obtain, or assist third parties in obtaining, access to the ezyVet Software and/or Documentation, other than as provided under this clause.

2.4 You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the ezyVet Software and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify ezyVet.

2.5 Any act or omission of Authorised Users relating to the use of the ezyVet Software will be treated as your act or omission. ezyVet may terminate any authority you have granted to any Authorised User if ezyVet considers that the relevant Authorised User is in breach of the Agreement or puts you in breach of the Agreement.

2.6 You acknowledge that ezyVet regularly upgrades and updates the ezyVet Software and that the ezyVet Software is continually evolving. Some of these changes will occur automatically, while others may require you to schedule or implement the changes. You will, where required, upgrade your software and/or devices in order to make efficient use of the ezyVet Software. ezyVet will provide you with reasonable notice of any such changes.

3. Changes to number of Authorised Users

3.1 You may request an increase or decrease to the maximum number of Authorised Users who can access and use the ezyVet Software by notifying ezyVet. If agreed by ezyVet, ezyVet will increase or decrease the maximum number of Authorised Users on your account as soon as practicable and in accordance with the terms of the Agreement.

If you decrease the number of Authorised Users, no refunds will be paid in respect of any unused portion of any Subscription Fees that have been paid in advance. If you increase the number of Authorised Users, ezyVet will charge you for any net amount due for the additional Authorised Users in the immediately following invoice.

4. Your Data

4.1 If you are providing ezyVet with personal information, then ezyVet’s Privacy Policy applies. Please read the Privacy Policy carefully as it forms part of the Agreement.

4.2 ezyVet acknowledges and agrees that you will have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data.

4.3 Each party will take appropriate technical and organisational measures against unauthorized or unlawful processing of Your Data or its accidental loss, destruction or damage and ezyVet will, as part of these measures, use reasonable endeavors to back-up Your Data. You acknowledge that if there is any loss or damage to Your Data, your sole and exclusive remedy will be for ezyVet to use reasonable commercial endeavors to restore such lost or damaged data from the latest back-up of Your Data maintained by ezyVet, however such restoration by ezyVet is not guaranteed. You are responsible for keeping your own up-to-date back-up copies of Your Data. ezyVet will not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party.

4.4 You acknowledge and agree that ezyVet may use Your Data and/or your customer’s data for the purpose of:

(a) performing ezyVet’s obligations under the Agreement;

(b) ensuring that you are complying with the terms and conditions of the Agreement;

(c) improving or enhancing the ezyVet Software;

(d) performing data analysis on an aggregated and anonymous basis; and
(e) except where you have opted-out:

(i) assessing the performance of your business, including comparing or benchmarking such performance against the performance of ezyVet’s other customers’; and

(ii) accessing what other services ezyVet may provide and promote to you, including offering services that may assist in improving performance,

provided that ezyVet complies with its confidentiality obligations under clause 9.

5. Your Obligations

5.1 You will:

(a) provide ezyVet with all necessary co-operation in relation to the Agreement, and all necessary access to such information as may be required by ezyVet, so that ezyVet can provide the ezyVet Software and the Services (if any) to you, including but not limited to Your Data, security access information, configuration services and servers. You warrant that you are authorised to provide the foregoing information and/or access to ezyVet;

(b) comply with all applicable laws (including applicable privacy laws in respect of your collection, use and disclosure of any personal information that is included in Your Data) with respect to use of the ezyVet Software and your activities under the Agreement;

(c) carry out all of your responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed between the parties, ezyVet may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) use the ezyVet Software and the Documentation in accordance with the terms and conditions of the Agreement;

(e) ensure that your network and systems comply with the relevant specifications as may be specified by ezyVet from time to time; and

(f) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to ezyVet’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links caused by the internet.

6. Services

6.1 EzyVet will address any technical issues that arise on the ezyVet Website or in connection with the ezyVet Software.

6.2 Ezyvet will provide the Services (if any) in the manner set out in the Specific Terms. All expenses properly incurred by ezyVet in connection with the Services will be reimbursed as an additional charge, unless incorporated in the Services Fees.

6.3 Where ezyVet provides any Services to you:

(a) you will, within the agreed timeline, carry out all necessary administrative tasks including (without limit) gathering and providing information, setting up of templates, attending online meetings and webinars, and configuration;

(b) and those Services are in the nature of training, then your Authorised Users will be required to attend multiple online training sessions. You will ensure that your Authorised Users are available to attend such training sessions. You acknowledge that any online training sessions that are missed due to non-attendance will not be recovered. It is your responsibility to provide training for any new Authorised Users that are added after the training has been provided by ezyVet;

(c) you will carry out all checks and actions in relation to hardware required by ezyVet and notified to you from time to time; and

(d) during the onsite implementation (if any), you will make available at least one staff member with decision making authority at each site to accompany and assist ezyVet personnel at all times.

7. Charges and Payment

7.1 You will pay:

(a) the Subscription Fees; and

(b) the Services Fees (if any),

to ezyVet in accordance with this clause 7 and the Specific Terms.

7.2 ezyVet will invoice all monthly service fees one month in advance. Payment of each invoice will be electronically processed by ezyVet on the due date by either ACH or direct credit from your nominated bank account.

7.3 If you fail to pay any invoice when due, then without prejudice to any of ezyVet’s other rights and remedies:

(a) ezyVet may, without liability to you:

(i) disable access to all or part of the ezyVet Software, and will be under no obligation to provide access to any or all of the ezyVet Software; and/or

(ii) cease to provide any of the Services, while the invoice(s) concerned remain unpaid; and/or

(b) interest will accrue on such due amounts at an annual rate equal to 2% over the then current base overdraft rate of ezyVet’s bankers calculated from the due date to the date the amount is paid in full.

7.4 All amounts stated in the Agreement are:

(a) exclusive of all applicable taxes, levies and duties (if any); and

(b) unless otherwise stated, specified in USD.

7.5 If you are required by law to deduct or withhold taxes or charges from the amounts due to ezyVet under the Agreement, you will ensure that the amount due to ezyVet is increased so that the payment actually made to ezyVet is the amount due to ezyVet as if no such taxes or charges had been imposed.

7.6 ezyVet may increase the Subscription Fees upon 30 days’ prior notice to you, at which point the Specific Terms will be deemed to have been amended accordingly. No change to our Subscription Fees will be applied retroactively.

8. Intellectual Property Rights

8.1 You acknowledge and agree that ezyVet and/or its licensors own all Intellectual Property Rights in the:

(a) ezyVet Software;

(b) ezyVet Website;

(c) Documentation; and

(d) ezyVet branding, trade names and trademarks ( ezyVet Branding),
together with all modifications, enhancements and other developments to the ezyVet Software, ezyVet Website, Documentation and ezyVet Branding (whether or not recommended or suggested by you).

8.2 Except as expressly stated in the Agreement, the Agreement does not grant you any rights to, or in, the Intellectual Property Rights, or any other rights or licences, in respect of the ezyVet Software, ezyVet Website, Documentation or ezyVet Branding.

8.3 ezyVet acknowledges and agrees that you own the Intellectual Property Rights in Your Data. You grant ezyVet a non-exclusive right to use Your Data to perform its obligations under the Agreement, and otherwise in the manner as expressly set out in the Agreement.

9. Confidentiality

9.1 Each party will keep the other party’s confidential information confidential and will not:

(a) use any of the other party’s confidential information except for the purpose of exercising or performing its rights and obligations under the Agreement; or

(b) disclose any of the other party’s confidential information in whole or in part to any third party, except as expressly permitted by the Agreement (Permitted Purpose).

9.2 In relation to either party, confidential information means the terms of the Agreement, the fact that that party has a commercial relationship with the other party, any and all information that is by its designation or nature confidential including as applicable but not limited to results, outcomes, conclusions, experimental methods, notes, designs, records, computer programs, inventions, innovations, software, patterns, specifications, drawings, techniques, reports, know-how, data, processes, developments, formulations, applications, methods of manufacture, and graphics, but does not include information which:

(a) is or becomes generally available to the public (other than as a result of a breach by the receiving party of this clause 9);

(b) was, is, or becomes, available to the receiving party on a non-confidential basis from a person who is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or

(c) the parties agree in writing is not confidential or may be disclosed.

9.3 A party may disclose the other party’s confidential information to those of its officers, employees, contractors or professional advisors (Representatives) who need to know that confidential information for the Permitted Purpose, provided that:

(a) it informs those Representatives of the confidential nature of the confidential information before disclosure; and

(b) at all times, it is responsible for the Representatives’ compliance with the confidentiality obligations set out in this clause 9.

9.4 A party may disclose confidential information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.

9.5 Each party will on demand and, in any event, on termination of the Agreement, deliver to the other party all confidential information and any other document supplied by or obtained from the other party.

9.6 This clause 9 will survive termination of the Agreement.

10. Warranties and Liability

10.1 ezyVet warrants that:

(a) the ezyVet Software will function substantially as described in the Documentation; and

(b) to the best of ezyVet’s knowledge and belief, the ezyVet Software does not infringe the copyright of any third party.

(c) all services provided that are subject to these terms, will be performed by employees or contractors who have been correctly inducted and signed off as capable by ezyVet.

10.2 If:

(a) the ezyVet Software does not function substantially in accordance with the Documentation; or

(b) a claim is made that relates to an alleged or actual infringement by the ezyVet Software of the copyright of any third party;

ezyVet will, at its option, either:

(c) modify the ezyVet Software to conform to the Documentation or such that it does not infringe those rights; or

(d) provide a workaround solution or procure a continuing lawful right for you to use the ezyVet Software (or component thereof).
If neither of the options in paragraphs (c) or (d) is commercially feasible, either party may terminate the Agreement by giving written notice to the other party, in which case ezyVet will refund to you all Subscription Fees pre-paid to ezyVet on a prorated basis. Paragraphs (c) and (d) constitute your sole and exclusive remedy for any breach of the warranty set out in clause 10.1.

10.3 ezyVet will not be liable for a breach of the warranty in clause 10.1 to the extent of any non-conformance which is caused by use of the ezyVet Software contrary to the Documentation and any other of ezyVet’s instructions, or modification or alteration of the ezyVet Software by any party other than ezyVet or its duly authorised contractors or agents.

10.4 ezyVet does not warrant:

(a) that your use of the ezyVet Software will be uninterrupted or error-free or that the ezyVet Software is free of Viruses;

(b) that the ezyVet Software, Documentation and/or the information obtained by you through the ezyVet Software will always be available, either in its current form or at all;

(c) that ezyVet will support, maintain or continue to offer the ezyVet Software;

(d) that the ezyVet Software, Documentation and/or the information obtained by you through the ezyVet Software will meet your requirements;

(e) the accuracy, correctness, reliability and completeness of any information, analysis, calculation, or report provided through the use of the EzyVet Software (together referred to as Results). You acknowledge the Results are for informational purposes only, and that the assumptions used and figures generated are for purposes of illustration and reference only, and are subject to change depending on a variety of factors, which may not have been taken into account at the time the Results were created. To the maximum extent permitted by law, ezyVet will not be liable for any form of loss or damage, arising out of or in connection with your reliance on and use of the Results. You agree that you will not rely solely on the Results and will carry out your own analysis (other than by using the EzyVet Software) to verify the accuracy, correctness, reliability and completeness of the Results.

10.5 You acknowledge that:

(a) ezyVet may rely on the provision of services by third parties (including data centre, electricity, telecommunications and outsourcing providers) in order to provide the ezyVet Software ( Third Party Providers) and that the ezyVet Software may be subject to limitations, delays and other problems inherent in the use of such services provided by Third Party Providers; and

(b) ezyVet will not be responsible for any delays, delivery failures, or any other loss or damage arising out of or is in connection with any services provided by Third Party Providers, including any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.

10.6 Except as expressly set out in the Agreement, the ezyVet Software and the Documentation are provided on an “as is” basis and all representations, conditions or warranties (whether express or implied, statutory or otherwise, and including warranties of merchantability and fitness for a particular purpose) in respect of the ezyVet Software and Documentation are expressly excluded.

10.7 You will indemnify ezyVet against all costs, losses, expenses and damages arising out of or in connection with:

(a) any claims against ezyVet resulting from your, and Authorised Users’, use of the ezyVet Software and the Documentation; and

(b) any breach by you of the Agreement.

10.8 ezyVet will not be liable to you, your Authorised Users, and your Related Companies for loss of profits, loss of revenue, loss of data, or any indirect, consequential or special loss or damage suffered or incurred by you, your Authorised Users, and/or your Related Companies arising out of or in connection with the Agreement or your use of the ezyVet Software.

10.9 ezyVet’s liability arising out of all claims for loss or damage under the Agreement will not exceed in aggregate an amount equal to the Subscription Fees and the Services Fees actually paid by you to ezyVet in the 6 months prior to the time the liability arises.

11. Term and Termination

11.1 The Agreement will, unless otherwise terminated as provided in this clause 11, commence on the date you subscribe to use the ezyVet Software and will continue for the Initial Subscription Term and, thereafter, the Agreement will be automatically renewed for each successive Renewal Period, unless:

(a) either party notifies the other party of termination via electronic means through the ezyVet Website, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Agreement will terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of the Agreement, and the Initial Subscription Term together with any subsequent Renewal Periods will constitute the Subscription Term.

11.2 Either party may terminate the Agreement if the other party:

(a) is in material breach of the Agreement and fails to remedy such breach within 30 days of receiving notice from the other party specifying the breach and requiring it to be remedied; or

(b) goes into liquidation or has a receiver or statutory manager appointed over any of its assets, becomes insolvent or makes any arrangement with creditors.

11.3 On termination of the Agreement for any reason:

(a) all licenses granted under the Agreement will immediately terminate and you must cease using the ezyVet Software and the Documentation;

(b) each party will return to the other and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

(c) ezyVet may destroy or otherwise dispose of any of You Data in its possession, unless ezyVet receives, no later than ten days after the effective date of termination, a written request from you for access to the most recent version of Your Data in ezyVet’s possession. If ezyVet receives such notice, ezyVet will use reasonable commercial endeavors to allow you to export Your Data in a format specified by ezyVet within 30 days of receipt of such written request; and

(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, will not be affected or prejudiced.

11.4 If you terminate the Agreement under clause 11.1(a) or ezyVet terminates the Agreement under clause 11.2, you will:

(a) not be entitled to a refund of any Subscription Fees pre-paid to ezyVet for unused access to the ezyVet Software; and

(b) be liable to pay the Subscription Fees on a prorated basis for each day up to and including the date of termination of the Agreement to the extent that you have not paid for the use of the ezyVet Software on those days.

12. Disputes

12.1 If a dispute arises under or in connection with the Agreement (the Dispute), a party may not commence any court or other formal proceedings relating to the Dispute unless it has complied with the following paragraphs of this clause 12, except where the party seeks urgent interlocutory relief.

12.2 A party claiming a Dispute has arisen must give written notice to the other parties specifying the nature of the Dispute (a Dispute Notice). On receipt of a Dispute Notice, the parties will use their best endeavours to resolve the Dispute.

12.3 If, despite the efforts made pursuant to clause 12.2 , the Dispute is not resolved within 10 Business Days (or within such longer period agreed as the parties may agree in writing) any party may, by giving written notice to the other parties, require the Dispute to be submitted to arbitration. The arbitrator will be appointed by the parties or, if the parties cannot agree on an arbitrator within 10 Business Days of the written notice requiring arbitration, an arbitrator will be appointed, on application of any party, by the President of the New Zealand Law Society within a further five Business Days. Each party will bear its own costs of the arbitration and will contribute equally to the cost of the arbitrator.

12.4 Pending resolution of a Dispute, the parties must continue to perform their obligations under this Agreement.

13. Force Majeure

13.1 ezyVet will have no liability to you under the Agreement if ezyVet is prevented from, or delayed in, performing ezyVet’s obligations under the Agreement, or from carrying on ezyVet’s business, by acts, events, omissions or accidents beyond ezyVet’s reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ezyVet or any other party), failure of a utility service or transport or telecommunications network or service of a Third Party Provider, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. ezyVet will notify you of such an event and its expected duration as soon as reasonably possible.

14. General

14.1 These General Terms and Conditions may be varied by ezyVet at any time, effective upon the posting of modified terms on the ezyVet Website or as otherwise notified to you in writing (including by email). Subject to clauses 3.1 and 7.6, the Specific Terms, may only be varied by written agreement between ezyVet and you.

14.2 Any notice to be given under the Agreement must be made in writing, by email, personal delivery or by post sent to the email or address designated in writing by each party for that purpose from time to time and marked for the attention of the designated person or office holder (if any). Any communication by email will be deemed to be received when transmitted to the correct email address of the recipient with no indication of incomplete transmission. Any other communication in writing will be deemed to be received when left at the specified address of the recipient or on the third Business Day following the date of posting.

14.3 You will not assign, transfer, novate or otherwise deal with the Agreement or any of your rights or obligations under the Agreement, whether in whole or in part, without ezyVet’s prior written consent. ezyVet may assign, transfer, novate or otherwise deal with the Agreement or any of its rights or obligations under the Agreement, whether in whole or in part, without your prior written consent.

14.4 You acknowledge and agree that any Related Company of ezyVet may perform any of ezyVet’s obligations, or grant any of the rights licensed by ezyVet to you, under this Agreement on ezyVet’s behalf.

14.5 The Agreement constitutes the entire agreement of the parties about its subject matter and supersedes any previous understanding or agreements on that subject matter.

14.6 The Agreement will not be deemed to create a partnership, joint venture or agency relationship of any kind between the parties.

14.7 A provision or a right under the Agreement may not be waived except in writing signed by the party granting the waiver.

14.8 If any provision of the Agreement is held to be invalid or unenforceable the remaining provisions of the Agreement will not be affected and will remain in full force and effect.

14.9 A party may exercise a right, power or remedy under the Agreement at its discretion, and separately or concurrently with another right, power or remedy. A single or partial exercise of a right, power or remedy by a party under the Agreement does not prevent a further exercise of that or of any other right, power or remedy.

14.10 The Agreement is governed by the laws of New Zealand. The parties submit to the non–exclusive jurisdiction of the New Zealand courts in respect of any dispute or proceeding arising out of the Agreement.

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ezyVet General Terms and Conditions

Overview

Amendments to these ezyVet General Terms

1. Definitions and Interpretation

2. Access to ezyVet Software and Authorized Users

3. Changes to number of Authorized Users

4. Your Responsibilities

5. Your Data and Your Customer Data

6. Processing Your Customer Data

7. Integrated Third-Party Applications; Third Party Providers

8. Services

9. Software availability and downtime

10. Charges and Payment

11. Intellectual Property Rights

12. Confidentiality

13. Reports for Informational Purposes

14. Indemnification

15. Term and Termination

16. Force Majeure

17. General

ezyVet General Terms and Conditions

Overview

1. Definitions and Interpretation

2. Access to ezyVet Software

3. Changes to number of Authorised Users

4. Your Data

5. Your Obligations

6. Services

7. Charges and Payment

8. Intellectual Property Rights

9. Confidentiality

10. Warranties and Liability

11. Term and Termination

12. Disputes

13. Force Majeure

14. General