Terms and Conditions · Starter Portal

SOFTWARE SUBSCRIPTION AGREEMENT

This Software Subscription Agreement ("Agreement") for Software and Services is entered into by and between VizVet LLC, on the one hand (“VizVet”), and you (“You” or "Customer"), on the other hand (each may be referred to as a “Party” and together they may be referred to as the “Parties”) and is effective (i) upon Your electronic acceptance, or (ii) upon the Order Form (if any) being signed in writing by both Parties or electronically executed by the Parties via DocuSign or other such service (each an "Effective Date"). In each case the terms and conditions of this Agreement, including its Exhibit 1 (Services Description) are included by reference. VizVet and Customer may together be also referred to as the “Parties” or individually as the “Party”. In addition to the Software and the related services required for the provisioning of the Software, the Parties may agree upon additional “Professional Services” to be rendered by VizVet according to the terms and conditions of this Agreement. Now, therefore, the Parties agree as follows:

1. Customer’s Use of the Software Service

1.1 VizVet Obligations. VizVet shall make the Software and the Services required for provisioning the Software (Software and Services hereinafter together and individually may also be referred to as “Service” or “Services”) available to You as described in the Services Description. VizVet may amend the Services from time to time, provided that such amendments shall not materially diminish the overall Service licensed by Customer. VizVet aims to provide the Software access to You within five (5) working days after the Effective Date, unless otherwise set forth in the Services Description. The Software may consist of a web application provided to Customer in form of a software as a service solution Information and specifications contained within the Services Description shall in no event qualify as a warranty, guarantee or promise with regards to the Service’s quality unless they have been confirmed as such by VizVet in writing. VizVet may update and improve the Services from time to time; any such Updates, meaning software that remedies "Defects" (as defined in section 7.1, below) in the Services and/or may include minor improvements of the Services, are included in the Agreement. In addition to Updates, VizVet may offer Upgrades and/or Add-On Services to the Services, where “Upgrades” mean new capabilities or functionalities of the Services and “Add-On Services” either mean (i) new and/or additional functionality packages in form of separate modules to the Services, or (ii) integrations or connection applications with other VizVet or third-party software applications. Upgrades and Add-On Services are subject to the Agreement and if ordered separately and paid for by Customer, additional terms and conditions may apply.

1.2 System Requirements. The operation or use of the Services by You requires certain system requirements as described in the Services Description which are subject to change at the discretion of VizVet. The specification of system requirements does not form part of VizVet’s obligations under this Agreement. You shall be solely responsible for obtaining any and all system requirements required to operate or use the Services. VizVet is not responsible for problems, conditions, delays, failures and other loss or damages arising from Your not complying with the system requirements and/or related to Your network connections, telecommunication links or caused by the problems connecting to the Internet.

1.3 Authorized Users. Unless otherwise defined in the Services Description, Authorized Users means Customer’s employees or contractors authorized by Customer to use the Services according to the terms of this Agreement and identified in writing to VizVet. Customer shall assign Software access to its Authorized Users to enable registration, access and use of the Services according to the terms and conditions of this Agreement. Customer shall at all times be responsible and remain liable for the actions of any of its employees or contractors who Customer allows to access the Services

1.4 Customer Obligations. Customer must ensure that: (i) its Authorized Users have entered complete and accurate information about its company and person(s) within the registration process and, but not limited to, have not used any pseudonyms, (ii) its Authorized Users use the Service in compliance with the terms of this Agreement and (iii) its Authorized Users use reasonable efforts to prevent unauthorized access or use of the Service by employees not identified as Authorized Users or by any third parties, and to notify VizVet promptly of any such unauthorized access or use.

2. Subscription Fees, Payment Terms & Taxes

2.1Subscription Fee. In consideration for VizVet providing the Software and the Services Customer shall pay to VizVet the Subscription Fees in accordance with the payment terms as agreed upon between the Parties in the Order Form completed by Customer, including but not limited to electronic exchanges. Customer understands and agrees that VizVet may suspend or discontinue the Services for Customer at any time that Customer is in arrears on timely paying its Subscription Fees; in such event Customer may reinstate Services by becoming current on such Subscription Fees; provided, however, that VizVet may terminate this Agreement for Customer due to non-payment of Subscription Fees by Customer for more than sixty (60) days after their due date.

2.2 Taxes. VizVet's Subscription Fees generally do not include taxes. Customer is responsible for paying all sales, use, and value-added taxes associated with its receipt of Services hereunder, but excluding taxes based on VizVet's gross receipts, net income or property. If VizVet has an obligation to pay or collect taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides VizVet with a valid tax exemption certificate authorized by the appropriate taxing authority.

3. Proprietary Rights

3.1 Ownership. VizVet and/or its licensor(s) exclusively and unrestrictedly retain ownership and reserve all Intellectual Property Rights in the Software and the Services, where Intellectual Property Rights means any common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.

3.2 Reservation of Rights. Subject to the limited rights expressly granted hereunder no rights are granted to Customer other than as expressly set forth herein. Customer reserves all right, title and interest in and to its or its customers’ data, other non-VizVet software and other intellectual property to which VizVet may from time to time have access while performing the Services. In regards to such non-VizVet software or other non-VizVet intellectual property You grant to VizVet a limited, non-exclusive license during the term of this Agreement to access and, if needed to implement the Services, use such software and/or intellectual property for only such purpose.

3.3 Grant of Rights. For the Term of the Agreement, You are granted the right to access and use the Services as set forth in the Services Description or as otherwise agreed upon in the Order Form, where the following options are available: a) Named User. A non-exclusive, non-transferable right to authorize named Authorized Users for remotely accessing the Services and using the Services` functionalities up to the quantity of the Named Users defined in the Services Description or in the Order Form. Upon notification to VizVet, Customer shall be allowed to replace a named Authorized User by another named Authorized User; b) Concurrent User . A non-exclusive, non-transferable right to authorize the remote access of the Services and the usage of the Services` functionalities by the maximum amount of concurrent active user sessions as defined in the Services Description or in the Order Form. Concurrent active user sessions mean accessing and/or using the Services by (i) a radio frequency device, (ii) personal computer, (iii) any device that is logged into and connected to the Services; c) Enterprise Usage. A non-exclusive, non-transferable right to authorize all of Customer`s Authorized Users to remotely access the Services and use the Services` functionalities up to the maximum quantity as defined in the Services Description or in the Order Form.

3.4 Documentation. VizVet will provide adequate user guides as part of the Services.

3.5 Restrictions. At no time during the Term or thereafter shall You: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Services available to any third party, other than to its Authorized Users; (ii) modify, copy or create any derivative works based on the Services; (iii) frame or mirror any content forming part of the Services, other than on Your own intranets for its own internal business purposes; (iv) reverse engineer or decompile the Services or any part thereof unless permitted by applicable law; (v) access and/or use the Services in order to build any commercially available product or service; (vi) copy any features, functions, interfaces or graphics of the Services or any part thereof; (viii) violate any of its obligations of confidentiality regarding the Services; or (ix) use the Services in any manner that exceeds the scope of use permitted herein. You understand and agree that You are responsible for actions by any of Your Authorized Users or others who gain access to and/or use the Services through Your account.

3.6 Customer Data. Customer Data means the data or information provided to or uploaded by Customer or its Authorized Users in connection with the Services, where Customer Data shall in no event contain infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights or which disrupt the performance of the Services or the data contained therein. As between VizVet and Customer, Customer owns its Customer Data and (to the extent Customer Data contains personal data) is the responsible data controller (within the meaning of applicable data protection and privacy laws) for such Customer Data. VizVet shall not access Customer Data except to the extent: (i) necessary to respond to Service-related issues or other technical problems, (ii) necessary to provide such Customer Data to Authorized Users, (iii) as required to perform its obligations, (iv) necessary to perform the Services, (v) requested by the Customer in written form, (vi) as otherwise explicitly permitted by the terms of this Agreement (including its Exhibits) or (vii) by the Customer’s explicit consent. The Parties agree that VizVet and/or VizVet’s affiliates may use Customer Data in anonymized form (i.e., in a form that cannot be linked to an individual) in order to develop, maintain and improve the services and products of VizVet`s group of companies, to tailor products and services to Customer’s needs and for market research purposes during the term of this Agreement and thereafter. VizVet may access Customer Data, its related systems or networks and devices to the extent necessary to perform the Services and/or to provide maintenance and/or support remotely as further described in Exhibit 1.

3.7 Customer Input. To the extent legally permitted, You hereby grant to VizVet a royalty-free, transferable, sub-licensable, irrevocable, perpetual, worldwide license to use or incorporate into the Services any of Your input, suggestions, enhancement requests, recommendations or other feedback relating to the Services (“Customer Input”). VizVet shall have no obligation to implement Customer Input into the Services.

4. Confidentiality

4.1 Confidentiality. Confidential Information means: (a) the Software`s source and executable code; (b) those aspects of the Services made available only to Customer and its Authorized Users; (c) Customer Data; and (d) each Party’s business or technical information, including but not limited to any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how. A Party shall not disclose or use any Confidential Information of the other Party for any purpose outside the scope of this Agreement, except with the other Party’s prior written permission or as required by Law and permitted by section 4.2, below. Each Party agrees to protect the Confidential Information of the other Party in the same manner that it protects its own Confidential Information of like kind (but in no event using less than a reasonable degree of care and reasonable technology industry standards).

4.2 Compelled Disclosure. If a Party is compelled by law to disclose Confidential Information of the other Party it shall promptly provide the other Party with prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at the other Party's cost, if the other Party wishes to obtain a protective order or prevent or contest the disclosure.

4.3 Remedies.If a Party discloses or uses (or threatens to disclose or use) any Confidential Information of the other Party in breach of confidentiality protections hereunder, the other Party shall have the right, in addition to any other remedies available, to injunctive relief to stop such acts, it being acknowledged by the Parties that any other available remedies are inadequate.

4.4 Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other Party; (ii) was known to a party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (iii) was independently developed by a Party without breach of any obligation owed to the other Party; or (iv) is received from a third party without breach of any obligation owed to the other Party, (provided, that Customer Data containing personal data shall be handled in accordance with the standards required by this Agreement (including its Exhibits), even if the same information may be generally known, publicly available or otherwise accessible from other sources).

5. Usage Restrictions

5.1 Usage Restrictions. The Services usage and functional limitations (“Usage Restrictions”) are set forth in the Services Description and must be complied with to the fullest by Customer and considered when using the Services. Notwithstanding sections 7 and 8, below, Customer waives any and all warranty and liability claims and remedies resulting due to Customer`s usage of the Services not being in compliance with the Usage Restrictions.

5.2 Business Customers. The Services are solely intended and designed to be used by professional business customers and consultants in the veterinary industry and are not intended to be used by any other fields of business or private end consumers (“Field of Use”). Notwithstanding sections 7 and 8, below, Customer waives any and all warranty and liability claims and remedies resulting due to Customer`s usage of the Services outside the Field of Use.

6. Indemnification by Customer

6.1 Customer Indemnity.Customer shall indemnify, defend and hold harmless VizVet and its officers, directors, employees, members and agents against any third-party claims and/or fines that are based in any way upon: (i) Customer’s use of the Services in violation of the Usage Restrictions as stated in section 5.1 above; (ii) Customer`s breach of an applicable data protection law; or (iii) Customer`s Data and any other information or material uploaded or used together with the Services. VizVet shall reasonably cooperate in the defense of such claim, if requested by Customer and Customer shall reimburse VizVet’s reasonable out-of-pocket fees and costs incurred in connection with such cooperation, including but not limited to any legal fees associated with such cooperation. Customer shall have the sole authority to defend or settle the claim, provided such settlement does not involve any payment by VizVet or admission of wrongdoing by VizVet.

7. Limited Warranty and Remedies in Case of Defects

7.1VizVet Warranties. VizVet warrants that the Services shall be materially provided according to the Services Description. Failure of the Services to so function shall be considered a “Defect” herein.

7.2 Customer Warranties. You covenant to: a) use the Services in accordance with the terms and conditions of this Agreement; and b) ensure that Your employees and contractors who have been designated as Authorized Users use the Services in accordance with the terms and conditions of this Agreement. Your use of the Services does not and shall not constitute non-compliance with any law or regulation.

7.3 Limitation of Warranties. EXCEPT AS EXPLICITLY SET FORTH IN SECTION 7.1 ABOVE, VIZVET DOES NOT MAKE ANY WARRANTIES, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OR ARISING BY USAGE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, NON-INFRINGEMENT, THE MERCHANTABILITY OF THE SERVICES, ITS FITNESS FOR A PARTICULAR PURPOSE, MEETING CUSTOMER`S REQUIREMENTS, OR SATISFACTORY QUALITY. VIZVET DOES NOT WARRANT THAT THE SERVICES WILL BE PROVIDED UNINTERRUPTED OR FREE OF DEFECTS IN MATERIAL OR TITLE. VIZVET DOES NOT WARRANT THAT THE SERVICES DO NOT CAUSE ANY LOSS OR DAMAGES RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATION NETWORKS OR FACILITIES.

7.4 Warranty Remedies. Customer shall promptly notify VizVet of any alleged Defects of the Services in writing, including a description of the alleged Defect and when and how it occurred. Defects will be cured by the VizVet within a reasonable time as set forth by VizVet; VizVet may decide at its sole discretion whether to cure a given Defect by means of repair (e.g. workaround) or replacement delivery. VizVet may also cure a Defect by using remote means and for this purpose may remotely access Customer Data, systems and/or devices. If VizVet is unable to cure the Defect within the reasonable time, the Customer may (i) request a reasonable reduction of the Subscription Fee for the Services or (ii), if VizVet has failed to cure the same Defect for two consecutive times within the reasonable time, either Party may terminate the Agreement with immediate effect and without liability to the other Party.

8 Limitation of Liability

8.1 Limitation of Liability. IN NO EVENT WILL VIZVET OR ITS AFFILIATES, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, IN EXCESS OF THE TOTAL FEES AND CHARGES PAID OR PAYABLE BY THE CUSTOMER FOR THE SOFTWARE OR SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOST PROFITS OR REVENUE.

8.2 Customer’s Obligation to Mitigate Damages.VizVet will create reasonable backup copies of the whole system on which Customer Data is stored to enable restoration of these system data in case of data loss. However, VizVet does not restore Customer Data of individual Customers e.g. in case of accidental data loss caused by Customer. Customer shall take adequate measures to avert and reduce damages due to data loss, including but not limited to by retaining a copy of all Customer Data provided to VizVet hereunder.

9. Term and Termination

9.1 Term. Unless terminated earlier pursuant to this Agreement's express provisions, this Agreement enters into effect upon the Effective Date and shall continue for an indefinite term (“Term”), unless otherwise set forth in the Order Form.

9.2 Termination for Convenience. Either Party may terminate this entire Agreement for convenience on not less than sixty (60) days' prior written notice to the end of a calendar month, unless otherwise set forth in the Order Form.

9.3 Termination for Cause. In addition, either Party may terminate this Agreement for good cause if the other party materially breaches the Agreement and does not remedy such material breach within thirty (30) days of receiving written notification of such a breach.

9.4 Consequences of Suspension or Termination of the Agreement or Services Upon any termination of this Agreement by VizVet or suspension of Services due to Customer’s nonpayment of Subscription Fees Customer shall immediately cease accessing and otherwise utilizing the Services (except as otherwise provided below). Termination shall not relieve Customer of the obligation to pay any Subscription Fees accrued or due and payable to VizVet prior to the effective date of termination.

9.5 Extraction of Customer Data. During the Term of the Agreement only Customer may extract Customer Data previously provided to VizVet (“Extraction Period”), unless otherwise set forth in the Services Description. VizVet will, subject to VizVet’s right to use Customer Data in anonymized form as provided for in section 3.6, above, at its discretion delete Customer Data or block such data upon the expiration of the Extraction Period.

9.6 Surviving Provisions. All provisions of this Agreement intended by their terms to survive shall survive any termination or expiration of this Agreement.

10. Changes to the Agreement and/or Subscription Fees

10.1 Changes to the Agreement. VizVet reserves the right to change the Agreement and/or the Subscription Fees ("Change") upon advance notice. Unless otherwise set forth in the Services Description, VizVet will notify Customer about any Change with at least four (4) weeks prior written notice which notice may be provided by electronic mail and/or by posting on VizVet’s applicable website for the Services (“Change Notification”). Customer has the right to object to the change with two (2) weeks prior written notice before the change is intended to become effective ("Change Effective Date"). If the Customer does not object in due time, this shall be deemed as Customer’s acceptance of the Change and the Change shall become effective at the Change Effective Date. If Customer objects in due time VizVet may choose to either continue the Agreement with Customer under the terms of this Agreement without the Change, or to terminate the Agreement without liability and with effect at the Change Effective Date. VizVet will specifically inform Customer about VizVet’s termination right, the notice period for Customer’s objection, the Change Effective Date and the consequences of not objecting to the Change Notification.

10.2 Changes to Subscription Fees. The Subscription Fees agreed upon in the Services Description are fixed for a period of twelve (12) months following the Effective Date of this Agreement and VizVet may not increase the Subscription Fees for Customer within this twelve (12) month period. After the initial twelve (12) month period VizVet may increase the Subscription Fees by no more than five percent (5%) annually without having to abide by the procedure for a Change as set forth in section 10.1 above and without Customer having an objection right.

11. Data Protection

11.1 Data Protection. As regards the processing of Customer Data for the purpose of this Agreement VizVet and Customer agree to abide by all applicable data protection and privacy laws.

12. Non-Recurring Engineering

12.1 Professional Services. Customer may order additional professional services, or non-recurring engineering from VizVet (“Professional Services”). The full scope of the Professional Services, including the Professional Services Fee, will be agreed between VizVet and Customer in an Order Form or via a separate work order (“Work Order”), where the timing and Professional Services Fees stated therein shall only serve as estimates.

12.2 Specific Terms. For the Professional Services the following specific terms shall apply in addition and shall take precedence in case of any contradictions with the other provisions of this Agreement: a) Work Order. A Work Order can be agreed between VizVet and Customer in writing or by VizVet sending Customer a Work Order proposal by e-mail and Customer accepting this proposal. VizVet will provide the Professional Services either by itself or by its subcontractors. Each Work Order hereto will form an agreement separate from all the other Work Orders and each Work Order shall be subject to the terms of this Agreement. b) Qualification of Professional Services. Unless otherwise agreed between the Parties in writing, Professional Services shall qualify as services and not contracts for work and labor. If certain Professional Services are agreed or being qualified as contracts for work and labor, a warranty period of ninety (90) days shall apply. Within such warranty period, VizVet will either re-perform the non-conforming portions of the Professional Services at no cost to Customer or waive or return, as applicable, any Professional Services Fees owed or paid for the non-conforming portions of the Professional Services as Customer’s sole remedy for breach of this Professional Services warranty. c) Customer Obligations. Customer shall provide reasonable cooperation related to the provision of the Professional Services. Such cooperation and support by Customer shall include, but not be limited to: (i) reasonable level of responsiveness to VizVet’s requirements and communications; (ii) transmittal and release to VizVet of appropriate and accurate documentation and information within reasonable timeframes; (iii) prompt review of the Professional Services performed by VizVet; (iv) subject to VizVet’s specification of the required hardware and software environment, the making available of all permissions and licenses of the relevant parties (such as required third party software licenses) that are required for enabling VizVet to provide the Professional Services. If and to the extent VizVet requires technical infrastructure or access to Customer systems to perform the Professional Services VizVet and Customer will agree on the specifics in the relevant Work Order. Customer will grant VizVet’s personnel access to Customer’s premises and technical infrastructure and will make available free of charge additional office space and equipment to the extent required for the performance of the Professional Services. If Customer fails to provide the cooperation duties described in this section, VizVet shall not be responsible for any consequences resulting therefrom, including but not limited to any delays. d) Term & Termination. Any orders for Professional Services will remain in effect for the term which is specified in the Order Form or in the relevant Work Order or, if no such time is specified, until completion of the relevant Professional Services.

13. General Provisions

13.1 Relationship of the Parties.The Parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

13.2 Definitions. Capitalized terms shall have the meaning as defined in parentheses (“…”).

13.3 Notices. Unless otherwise set forth in this Agreement all notices under this Agreement must be given some recognizable written form (e.g. by letter or e-mail). VizVet will deliver such notices by email to the address(es) and contact person(s) indicated by Customer upon registration of Customer’s account for the Services with VizVet. Additionally, VizVet may notify Customer directly within Services or by making information available on VizVet`s website. The Parties shall immediately notify each other about any changes of the contact data they have provided each other. Customer must update its contact details on a regular basis or it may not receive Updates, Upgrades or important information about the Services.

13.4 Severability. If any provision of this Agreement is found to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.

13.5 Waiver and Cumulative Remedies.No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party.

13.6 Subcontractors. VizVet may commission subcontractors with the performance of the Services. If the provision of the subcontracted Services requires the processing of Customer personal data the requirements and obligations set forth in this Agreement regarding compliance with data protection and privacy laws shall apply to such subcontractors.

13.7No Customer Assignment. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of VizVet (which consent shall not be unreasonably withheld).

13.8 Governing Law and Place of Jurisdiction. This Agreement shall be governed exclusively by the Laws of the State of California, without regard to conflict of law principles, and excluding the Convention on the International Sale of Goods. The Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the state or federal courts of the State of California in connection with any dispute arising out of or in any way related to this Agreement or the Services.

13.9 Further Provisions. The respective Order Form and this Agreement and its Exhibits constitute the entire agreement between the Parties with respect to the subject matter hereof. There are no agreements, representations, warranties, promises, covenants, commitments, or undertakings other than those expressly set forth herein. This Agreement supersedes all prior agreements, proposals or representations, written or oral or established by course of performance, concerning its subject matter. In the event of a conflict between this Agreement and one or more of the documents attached hereto or referenced herein, the documents shall be construed consistently, insofar as reasonably practicable, but to the extent of any inconsistency, they shall be controlling in the following order: (1) the Order Form, (2) Services Description, (3) this Agreement, and (4) its Exhibits. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

13.10 Modifications to Agreement. No modification, amendment, or waiver of any provision of this Agreement shall be effective, unless being agreed upon in writing (e.g. email, notifications, etc.) or in writing by the Party against whom the modification, amendment or waiver is to be asserted. Transmission by fax, e-mail or any other equivalent form of electronic exchange or execution shall be deemed to comply with such form requirement. The Parties furthermore acknowledge and agree that this Agreement may be executed, exchanged, stored and processed by applying any form simple- or advanced eSignatures (e.g. DocuSign, etc.) and that such eSignatures shall comply with the written form requirement. The Parties agree that they will not challenge the authenticity or correctness for the sole reason of the Order Form and/or the Agreement being executed in electronic form only.

13.11 Force Majeure. Neither Party shall be liable for delay or failure in the performance of any of its obligations under this Agreement (other than the payment of money) to the extent such delay or failure is due to causes beyond its reasonable control, including acts of God, fires, floods, pandemics, earthquakes, labor strikes, acts of war, terrorism or civil unrest "Force Majeure". Each Party shall, if possible, promptly notify the other in writing if it is or will be affected by a Force Majeure event. If a Force Majeure event persists for an uninterrupted period of sixty (60) days, either party shall be entitled to terminate this Agreement.

EXHIBIT 1

(Services Description)

VizVet, LLC Service Description

VizVet helps veterinary practice owners and their management team make informed business decisions through data visualization. Veterinary practice owners are scientists first, detectives second and then decide one day to be entrepreneurs! Business education is typically on the job training for many. Our goal is to enhance that education by bringing practice accounting data (QuickBooks, Sage50 & others), and, if available, PIMS data (Practice Information Management Software – Cornerstone, Impromed, EzyVet & others) together in one platform. The data is displayed visually in graphs, charts and radio dials.

Different levels of service allow practices to choose how deep of a dive they take into understanding the business metrics of the practice’s performance.

Registering and paying for the VizVet Services will provide you with the following tools for analyzing your veterinary practice and with the ability to make more informed decisions about your practice going forward. The key features of the Services are as follows:

Seamless Data Integration: Easily connect to a variety of data sources including databases, cloud services, APIs, and spreadsheets. Easily blend and merge data from different systems .
Powerful Data Analysis: Clean, transform, and enrich your data with advanced analytical tools. Identify opportunities to improve practice performance, including the “bottom line.”
Interactive Visualizations: Create dynamic charts, graphs, maps, and dashboards that bring your data to life. With expanded service levels, we customize your visualizations to fit your specific business needs and dive deeper with drill-downs and filters.
Collaboration and Sharing: Share your insights seamlessly with team members and stakeholders. Real-time collaboration features enable effective teamwork and faster decision-making.
Real-Time Monitoring: Stay ahead with real-time data updates and alerts. Monitor key metrics as they happen to make timely, informed decisions. Depending on service level, data refreshes daily or monthly.
Robust Security and Governance: Protect your data with top-tier security features including user authentication, role-based access control, and data encryption.