End User License Agreement

IMPORTANT - READ CAREFULLY

THIS IS A LEGAL DOCUMENT

TO USE THE APPLICATION(S) YOU MUST AGREE TO THIS END-USER LICENSE AGREEMENT. BY CLICKING "I AGREE", YOU AGREE TO AND WILL BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS END-USER LICENSE AGREEMENT. IF YOU DO NOT AGREE, YOU WILL NOT BE AUTHORIZED TO USE THE APPLICATION(S).

TO USE THE APPLICATION(S) YOU MUST CREATE AN ACCOUNT USING THE ONLINE REGISTRATION PROCESS.

SECTION 1 DEFINITIONS

The following defined terms shall have the meanings set forth below:

• "EULA" shall mean this End-User License Agreement.
• "Application(s)" shall mean the computer software programs offered to you over the Internet or Customer's intranet that are accessible by agreeing to this EULA, including any associated media, printed materials, and online or electronic documentation. Your access to the Application(s) and the features available will depend on the arrangement between Provider and Customer, as well as your level of authorized access provided by the Customer's program administrator.
• "Customer" shall mean the entity and any of its subsidiaries that entered into agreements with Timeless Veterinary Systems Inc. for the provision of the Application(s) for use by the Customer, as an entity, and by its authorized employees, consultants, and/or other users.
• "End User" shall mean you, individually, as the user of the Application(s), as well as the Customer with which you are associated. Any references in this EULA to "you" or "your" shall mean the End User.
• "Intellectual Property" shall mean, to the extent that any of the following are recognized anywhere in the world, intellectual property and/or proprietary rights, whether registered or unregistered, including without limitation copyrights, patent rights (including without limitation applications for patent protection), publicity rights, trade secret rights, and Trademark rights.
• "Provider" shall mean Timeless Veterinary Systems Inc.™ or other entity that has properly authorized and licensed you to access and use the Application(s), and any third-party involved in providing the Application(s), Related Services, and Information.
• "Related Services" shall mean any ancillary services performed by Provider that are necessary for the proper operation of the Application(s), including without limitation routine data or file processing, email notifications, managing returned emails, and processing payment requests.
• "Trademark" shall mean any registered or otherwise protected trademarks, trade names, service marks, and any protections from trademark dilution.

SECTION 2 NOTICE

The medications, components, agents, and preparations ("products") mentioned in the Application(s), their associated indications, warnings, and all other data, are listed here for informational purposes only and do not constitute a recommendation for use, a guarantee of completeness, efficacy, or safety, or any other assurance or warrant, whether stated or implied. Any product listed in the Application(s) or to which reference is made in the Application(s) must be used by or under the direct supervision of a licensed veterinarian, in accordance with standard principles of pharmacology, asepsis and biosafety, sound clinical practice, manufacturer's instructions, and applicable laws.

Many products in the Application(s) are not labeled for veterinary use, and their use, recommendation, or prescription requires informed consent from the legal owner of the animal associated with the product, obtention of such consent being the sole responsibility of the user of the information presented herein. Stated applications including but not limited to route of administration, duration of treatment, and expected effects, are based on available published information, the authors' personal experience, or both, and carry no assurance of efficacy or safety. Stated lack of efficacy is supported by studies showing inadequate, or absent, clinically beneficial effects in dogs and/or cats, and no assurances, stated or implied, are made regarding efficacy of other products not identified as such. Sensitive information including but not limited to reproductive safety, and human health precautions and warnings, is included in several instances but not in comprehensive fashion; absence of such information in the Application(s) does not indicate safety, approval, or any other assurance regarding the product's characteristics or effects. Adverse effects, inadequate effects, and other deviations from intended results may occur with any product and the information contained in the Application(s) cannot assure the exemption from, or avoidance of, such outcomes. Medical information is in constant evolution, and it is the responsibility of the user of the information contained herein to cross-check any and all information in the Application(s) with similar or superior information in other reliable sources to reach the best-informed therapeutic, diagnostic, and/or prognostic conclusion.

To the fullest extent of the law, the authors, researchers, developers, distributors, and all other parties involved directly or indirectly in the creation and/or management of the Application(s), and the heirs and assigns of these parties, are dispensed of any and all liability (including but not limited to any injury and/or damage to persons or property as a matter of products liability, negligence or otherwise, or from any use or operation of any methods, products, instructions, or ideas contained herein) associated with the use of any or all parts of the information contained in the Application(s), including any and all information in other locations to which the Application(s) links or otherwise refers. Any use, whether direct or indirect, of the Application(s) indicates understanding of, and agreement with, this disclaimer. The Website and the Application(s) are services of Timeless Veterinary Systems Inc. (\"Timeless\" or \"we\" or \"us\" or \"Provider\").

SECTION 3 SCOPE OF AGREEMENT

This End-User License Agreement ("EULA") governs the provision and use of the Application(s) and any Related Services and Information provided to you, as such may be authorized by Timeless Veterinary Systems Inc. and as may be modified or enhanced from time to time. To lawfully use the Application(s), the End User is required to read, acknowledge, and agree to the terms and conditions of this EULA by clicking the "I Agree" button. This EULA is a legal agreement between you as the End User and the Provider of the Application(s). This EULA is in addition to any agreements between Timeless Veterinary Systems Inc. and you or Customer, and this EULA shall control as it relates to matters within its scope.

Provider may modify this EULA from time to time, as set forth in Section 11. You will be required to agree to the revised EULA to continue using the Application(s). The most recent and governing version of the EULA will be accessible through the Application(s) and can be printed for your review and permanent records.

SECTION 4 LICENSES

1. Grant of License. In consideration for the performance of all material obligations under this EULA, Provider hereby grants the End User, and you hereby accept, a non-transferable, nonexclusive, revocable, limited license to access and use the Application(s) in accordance with the terms and conditions set forth in this EULA, in a manner intended for authorized use, and to the extent authorized by Timeless Veterinary Systems Inc. and Customer. This license shall become effective upon accepting this EULA and remain valid during the term of this EULA, unless otherwise terminated or revoked as provided hereunder. Provider hereby reserves and retains all ownership, proprietary, or other rights not expressly granted hereunder.
2. Termination of License. Unless otherwise agreed to by Provider, the license granted hereunder shall terminate upon the occurrence of any one of the following events:
   • the relationship between Timeless Veterinary Systems Inc. and Customer is terminated for any reason;
   • this EULA is terminated pursuant to the terms set forth herein;
   • you do not agree to modifications to this EULA that Provider, in its sole discretion, determines to be reasonable.
3. Revocation of License. Provider reserves the right to immediately revoke any license granted hereunder if you attempt to use the Application(s) in an unauthorized manner, in a manner that is not intended by Provider, or in contravention of End User's obligations set forth in Section 5.

SECTION 5 OWNERSHIP OF PROPRIETARY RIGHTS

The following property is owned by and constitutes the Intellectual Property of one or more entities defined as the Provider or provided to the End User pursuant to valid licensing agreements: the Application(s), any enhancements to the Application(s), any software or code developed to customize the Application(s) for an End User or to enable the End User to interact with the Application(s); and certain Trademarks displayed in the Application(s). All such Intellectual Property is protected by applicable copyright, patent, trademark or other intellectual property law.

You acknowledge that this EULA does not convey or grant any Intellectual Property or other proprietary right to you, except for the limited licenses set forth in Section 4. Except as expressly authorized therein, you may not copy, reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate, or commercially exploit such Intellectual Property in any manner (including electronic, print, or other media now known or hereafter developed) without the written consent of Provider. You hereby agree to refrain from doing or causing, directly or indirectly, any act that might impair Provider's rights, title, or interest in any of the Intellectual Property.

SECTION 6 END USER OBLIGATIONS

1. Acceptable Use Policy. You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Application(s), including but not limited to the following activities:
   • creating a false identity or otherwise attempting to mislead any person as to your identity or the origin of any communication transmitted through the Application(s);
   • copy the documentation (including policies/procedures/user manual) which accompanies the Application(s);
   • sublicense, rent, lease or sell any portion of Application(s);
   • disseminating or transmitting files, graphics, software, or other material that actually or potentially infringes the Intellectual Property right of any person or entity;
   • exporting, re-exporting, or otherwise transmitting data, information, or software in violation of any applicable export or import law, regulation, or restriction;
   • interfering with, disrupting, or attempting to gain unauthorized access to information or other accounts hosted on the Application(s);
   • attempting copy, modify, or reverse engineer the Application(s) without the express written permission from an authorized representative of Provider;
   • attempt to gain unauthorized access to any service, account, computer systems or networks associated with Application(s);
   • engaging in any other activity deemed by the Provider to be in conflict with the spirit or intent of this EULA or the intended use of the Application(s).

   Provider hereby expressly disclaims any and all liability arising from or relating to End User's violation of this Acceptable Use Policy.

2. End User Account Information. It is solely your responsibility to maintain current and accurate information for your account within the Application(s). If you fail to maintain a current and valid email address, you will not be notified when Information becomes available through the Application(s) and you will not be provided payment confirmations by email. You assume responsibility for all consequences arising from your failure to maintain accurate account information within the Application(s).
3. Application Access. Provider shall make the Application(s) available over either the Internet or Customer's intranet to allow the End User to electronically and remotely access the Application(s). You shall provide at your own expense, all necessary telephone lines, Internet connections, equipment, software (including a compatible Web browser), and services for you to effectively access the Application(s). You are responsible for upgrading and configuring your internal systems (e.g., network or Intranet settings, Internet routing, fire walls, and Web browsers) to be and remain compatible with and optimize the performance of the Application(s). You acknowledge that the availability and performance of the Application(s) may be subject to interruption or delay due to causes beyond the reasonable control of Provider.
4. User Codes. Your access to the Application(s) will be controlled by a user name and password (collectively referred to as "User Codes"), as well as the authorization approved by the Customer's program administrator. The User Codes are for your personal use only, and you agree not to disclose them to any third party. You are responsible for maintaining the confidentiality of the User Codes and for establishing sufficient policies and controls and taking such actions to protect against disclosure of your User Codes. You are responsible for all statements made, acts or omissions that relate to your user account while access to the Application(s) is obtained using your User Codes, regardless of whether you authorized such use. You are responsible for any damages, losses, costs, or breaches of security incurred or caused by your failure to maintain the confidentiality of your User Codes. You agree to IMMEDIATELY notify both the Provider and your program administrator if you become aware or suspect that your User Codes have been lost, stolen, or compromised in anyway, or if you become aware of possible or actual unauthorized use of the Application(s).
5. Payment Authorization. If you make a payment request through the Application(s) (payment features are not available to all users), you hereby acknowledge and agree, or represent that:
   • Provider is authorized to charge you a yearly membership fee at the then current rate, and any other charges you may incur in connection with your use of the Application(s) to the Paying Account you provided during registration (or to a different Paying Account if you change your account information at any time). The membership fee will be billed at the start of your paid membership registration and each year thereafter unless and until you cancel your membership;
   • your membership will continue year-to-year unless and until you cancel your membership or we terminate it;
   • we may change the fees, prices, and charges in effect, and/or add new fees and charges, at any time, but we will give you advance notice of such changes;
   • you are a legal owner of the Paying Account to be debited upon payment, and you have full authority to authorize such payments;
   • Provider is authorized to maintain information concerning your Paying Account and to process your payment requests;
   • you will ensure that the Paying Account information is accurate each time a payment is requested and that there are sufficient funds in the Paying Account to cover such payment request;
   • the issuer of your Paying Account may charge you a foreign transaction fee or related charges (check with your bank and credit card issuer for details);
   • you are solely responsible for submitting payment requests far enough in advance to ensure timely payment;
   • Provider is not liable for any penalties, overdraft charges, insufficient fund charges, or late payment charges resulting from your failure to maintain sufficient funds to cover such payment requests or delays in processing the payment request;
   • you must cancel your membership before it renews each year in order to avoid billing of the membership fees associated with the next year to your Paying Account;
   • you may cancel your membership at any time, with the understanding that we do not provide refunds or credits of any kind for any partial-year membership periods or unused services offered by the Application(s). To cancel, you can visit our website to manage your subscription from within the login section or simply contact us at anytime.
     

Transmissions across the Internet can fail for various reasons and without warning. A payment request will not be considered transmitted to Provider until you receive an email confirmation of such payment request and/or online payment receipt with a unique tracking number ("Payment Confirmation"). Until you receive a Payment Confirmation, do not assume that Provider has received your payment request. Regardless of whether you receive a Payment Confirmation, your payment request will not be fulfilled if there is an inaccuracy in the Paying Account information provided by you or if there are insufficient funds available in the Paying Account. You will not be notified through the Application(s) about such payment failures and Provider will not be liable for such payment failures, including any associated fees or charges incurred by you.

Timeless Veterinary Systems Inc. will remain the "originator" of any payment request submitted through the Application(s) for purposes of complying with federal and state banking laws, regulations, or rules. Other third parties involved in providing the Application(s) may not be governed by such laws, regulations, or rules and do not assume the responsibilities of the "originator".

SECTION 7 LINKS TO OTHER SITES

External Links. The Application(s) may display information from, or contain links to, Web sites or other online applications controlled or offered by third parties that are not affiliated with Provider ("Third Party Sites") solely as a convenience to you. Provider hereby disclaims liability for any information, materials, products or services posted or offered at any such Third Party Site. By creating a link to a Third Party Site, Provider does not endorse or recommend any products or services offered, nor information contained at such Third Party Site, nor is Provider liable for any failures of such products or services offered or advertised at such sites. The Third Party Sites may have a privacy policy different from that of Provider and may be less secure than the Application(s). When you access a Third Party Site, you do so at your own risk.

SECTION 8 WARRANTIES

1. Ownership. Provider warrants that it has full title and ownership of the Application(s) or is providing the Application(s) pursuant to valid licenses. Provider further warrants that it has the full power and authority to grant the licenses conveyed by this EULA to End User and that the license granted to the End User and the normal use of the Application(s) will in no way constitute an infringement or other violation of any Intellectual Property of any third party.
2. Availability. Provider further warrants that it will use commercially reasonable efforts to maintain acceptable availability and performance of the Application(s) and minimize any interruption or degradation of performance of the Application(s); however, you hereby acknowledge that from time to time the Application(s) may be inaccessible, inoperable, or experiencing performance degradation for various reasons, including normal data or file processing, periodic maintenance of or enhancements to the Application(s), operation malfunction, and causes beyond the control of Provider. Provider makes no guarantee of the availability or performance of the Application(s).
3. Limitations. THE APPLICATION(S), RELATED SERVICES, AND INFORMATION PROVIDED PURSUANT TO THIS EULA ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY WARRANTED ABOVE, PROVIDER AND ITS RELATED PARTIES HEREBY EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF AVAILABILITY, RELIABILITY, USEFULNESS, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, AND USAGE OF TRADE. PROVIDER DOES NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE INFORMATION AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE INFORMATION.

4. For Residents of Quebec. The parties declare that they have required that these Terms of Use and all documents related hereto, either present or future, be drawn up in the English language only.

   Les parties declarent par les presentes qu'ils exigent que cetteentente et tous les documents y afferents, soit pour le present ou l'avenir, soient rediges en langue anglaise seulement.

SECTION 9 ALLOCATION OF RISK

1. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL TIMELESS VETERINARY SYSTEMS INC. OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE APPLICATION(S) INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF LIFE, PERSONAL INJURY, ILLNESS OR OTHER HEALTH RELATED PROBLEM, GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF (i) TIMELESS VETERINARY SYSTEMS INC. OR ANY AUTHORIZED TIMELESS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (ii) FOR ANY CLAIM BY ANY OTHER PARTY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TIMELESS VETERINARY SYSTEMS INC. OR ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANYWAY INCREASE THE SCOPE OF THIS WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

   IF YOU ARE DISSATISFIED WITH APPLICATION(S), RELATED SERVICES, OR INFORMATION, OR ANY PORTION THEREOF, YOUR EXCLUSIVE REMEDY SHALL BE TO CEASE USING SUCH PRODUCTS OR SERVICES.

2. Reliance on Limitations. End User acknowledges that Provider has set its prices and entered into this EULA in reliance upon the limitations and disclaimers of liability, damages, and warranties set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitation and exclusions of liability and disclaimers specified in this EULA will survive and apply even if found to have failed their essential purpose.

SECTION 10 PRIVACY & CONFIDENTIALITY OF INFORMATION

Provider will abide any applicable law, rules, or regulations relating to the privacy of non-public, personal information. Provider will also adhere to the Privacy Policy that is published and accessible through the Application(s). The Privacy Policy sets forth the means by which and types of information Provider collects through the use of the Application(s). Provider will take all commercially reasonable actions to ensure that any non-public personal information collected from you or processed on your behalf will remain confidential and secure. Such confidential information shall only be used for the purposes for which it was provided.

In addition, Provider may aggregate statistical data from the information provided through the Application(s), without identifying the End User or the Customer as its source, which may be used by Provider or other third parties to assist in providing better products and services to you. You hereby expressly consent to such use of the information.

Each user session with the Application(s) is secured by encryption technology to protect against the unauthorized interception of information. The Application(s) may generate emails to notify or confirm activities within the Application(s) that are not encrypted; however, highly sensitive information (e.g., account numbers) is "masked" to protect against unauthorized access to such information. You hereby acknowledge that information may be intercepted during transmission to or from the Application(s) and that Provider cannot and does not guarantee that the use of the Application(s) is completely secure. You hereby agree to assume any and all risk associated with the unauthorized access to your information during transmission of such information between the Application(s) and you and after such information has been delivered to you.

SECTION 11 GENERAL TERMS & CONDITIONS

1. Term and Termination. Either party may terminate this EULA without advance notice. Provider may discontinue or change the Application(s), Related Services, Information, or their availability to you, at any time or for any reason, with or without notice. If you breach any of the terms of this EULA, your authorization to access and use the Application(s) will automatically terminate absent Provider's written waiver of such breach.
2. Governing Law and Jurisdiction. This agreement shall be construed in accordance with the laws prevailing in the Province of Prince Edward Island, Canada from time to time and the parties agree that any legal suit, action, or proceeding arising out of or relating to this Agreement may be instituted in solely in the Courts of the Province of Prince Edward Island, and the parties hereby accept and irrevocably submit and attorn to the jurisdiction of the said Courts without regard to conflicts of law and acknowledge the competence of such Courts and agree to be bound by any judgment thereof.
3. Assignment. The EULA shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. You may not assign the EULA or your rights or obligations hereunder without the prior written permission of Provider. Provider may assign, at its sole discretion, the EULA or any of its rights or obligations hereunder without notice to End User.
4. Modification. Provider, in its sole discretion, may make reasonable modifications to the terms and conditions of this EULA to address changes or enhancements to the Application(s) or Related Service or to address changes in applicable law. If this EULA is modified, you will have the opportunity to review the revised EULA and decide whether to agree to the terms. You will be required to agree to the revised EULA to continue using the Application(s). The most recent and governing version of the EULA will be accessible through the Application(s) and can be printed for your review and permanent records. No modification or amendment of any provision of this EULA shall be effective against Provider unless the same is in writing and signed by an authorized official of Provider.
5. Waiver. A party's failure to exercise any right, power, or remedy under this EULA shall not operate as a waiver of a continuing breach or a similar breach in the future. All rights and remedies provided under this EULA are cumulative and not exclusive of any other rights or remedies which are otherwise available at law or equity.
6. Severability. If any provision of this EULA is declared or found to be illegal, unenforceable, or void, then both parties shall be relieved of the obligations imposed by such provision, but only to the extent that such provision is illegal, unenforceable, or void. The remaining terms and provisions of this EULA shall continue in full force and effect.
7. Notices. All notifications to Provider pertaining to this EULA or the provision or use of the Application(s) shall be communicated through the "Contact Us" link in the Application(s) with the phrase "EULA LEGAL NOTICE" in the subject line. All notifications to the End User shall be communicated using the email address on record in the Application(s). End User shall be responsible for maintaining accurate email contact information in the Application(s).
8. Force Majeure. Any failure of Application(s) to perform or delay in the performance of Provider's obligations under this Agreement due to any cause or event not reasonably within Provider's control, including but not limited to casualty, labor disputes, failure of equipment or carriers or utilities, compliance with governmental authority or Act of God, shall not constitute a breach of this Agreement, and VPR Cloud's performance shall be excused during such period of delay.
9. Headings. The headings referred to or used in this EULA are for reference and convenience purposes only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof.
10. Survival. To the extent applicable, the provisions of this EULA relating to the following rights or obligations shall survive the termination, cancellation, expiration, and/or rescission of this Agreement: Section 5 (Ownership of Proprietary Rights), Section 7 (Advertising and Links to Other Sites), Section 8 (Warranties), Section 9 (Allocation of Risk), Section 10 (Privacy & Confidentiality of Information), and any provision that:
    • expressly states its survival;
    • is necessary for the enforcement of this EULA, including Governing Law and Jurisdiction;
    • is necessary to interpret surviving provisions;
    • provides for a remedy available under this EULA.
11. Entire Agreement. This EULA and the Privacy Policy referenced herein represent the complete and exclusive statement of the agreement and understanding between you and Provider regarding your rights to access and use the Application(s) and the provision of Related Services and Information. This EULA supersedes all prior and contemporaneous agreements and representations regarding such subject matters, including any verbal representations or agreements that may have been reached.

Copyright © 2015 - Timeless Veterinary Systems, Inc. and Veterinary Software Associates, LLC. All Rights Reserved.

Dated Nov 30, 2015

BY AGREEING TO THIS END-USER LICENSE AGREEMENT YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND IT AND EXPRESSLY AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL SUCH TERMS AND CONDITIONS, DO NOT ATTEMPT TO ACCESS OR USE THE APPLICATION(S).