ezyVet General Terms and Conditions

Last Updated November 23, 2022

 

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 Schedule applicable to ezyVet that is incorporated into your Agreement or otherwise provided to you, if applicable 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.