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<br />PETPOINT APPLICATION SERVICE PROVIDER AGREEMENT
<br />THIS AGREEMENT is made as of April 1, 2008 by and between Pethealth Software Solutions (USA) Inc. ("Pethealth"), a
<br />Delaware corporation, and the City of Everett (the "Client").
<br />WHEREAS Pethealth and the Client wish to enter into this Agreement for Pethealth to provide the Client with access to software
<br />and services on an application service provider ("ASP") basis under the terms and conditions described in this Agreement.
<br />NOW THEREFORE in consideration of the premises and mutual covenants contained herein, and other good and valuable
<br />consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
<br />Right to Access and Use the Application. Subject to the terms and conditions of this Agreement and attached
<br />Schedule A:
<br />(i) Pethealth hereby grants to the Client a limited, non-exclusive, non -transferable and revocable right to use the
<br />general production version of the PetPoint shelter data management software application, including all
<br />updates, improvements, enhancements and additions thereto (the "Application") on a remote basis through the
<br />ASP for the purposes set forth herein; and
<br />(ii) the Client is authorized to use all functionality and all configurations of the Application that are made
<br />available through the ASP, including all updates, that are made generally available by Pethealth.
<br />Upon request, Pethealth will provide a complete duplicate of the Client's data in Microsoft Access format (the "Client's
<br />Data") to the Client for their records on a monthly basis. Except for the limited rights granted by this Section 2, in no
<br />event will the Client acquire or retain any other right of access or use or otherwise acquire or retain any right, title or
<br />interest in or to the Application (or any modifications, improvements, enhancements or upgrades thereto or derivative
<br />works based thereon), whether in the form of intellectual property or other ownership rights or interests.
<br />Pronrietary Riehts. The Client acknowledges that the Application (and all modifications, improvements,
<br />enhancements or upgrades thereto or derivative works based thereon) and all Proprietary Information of Pethealth are
<br />and shall at all times remain the sole and exclusive property of Pethealth (or its licensors). The Client agrees that it
<br />shall not: (i) permit any third party to use the Application or any services provided by Pethealth to the Client hereunder
<br />(the "ASP Services"), and (ii) use the Application or the ASP Services for the benefit of any third party. For the
<br />purposes of this Agreement, the term "Proprietary Information" means any and all information relating to the
<br />Application and the ASP Services, including the databases, computer programs, screen formats, report formats,
<br />interactive design techniques, formulae, processes, systems, software, and other information forming part of, relating to
<br />or made available as part of the Application and the ASP Services that is proprietary to Pethealth and/or its licensors
<br />and all copyrights, trademarks, service marks, trade secrets, patents, or other intellectual property and ownership rights
<br />of Pethealth and its relevant licensors related thereto.
<br />3. Confidentiality. All information relating to the terms of this Agreement provided by either Pethealth or the Client in
<br />connection with the ASP Services, including any information relating -to such party's business, operations, customers or
<br />otherwise ("Confidential Information") shall be used by the other party solely for the purpose of rendering services
<br />pursuant to this Agreement or otherwise discharging its obligations hereunder and, except as may be required to carry
<br />out this Agreement, shall not be disclosed to any third party without the prior consent of the party providing the
<br />information. Nothing herein shall be construed to prohibit Pethealth or the Client from disclosing Confidential
<br />Information when and to the extent required to do so by any regulatory authority, by judicial or administrative process
<br />or otherwise by applicable law or regulation.
<br />4. Warranties and Limitations. The application is provided on an "as is, where is" basis without any representation or
<br />warranty or condition of any kind under applicable law, Pethealth disclaims all conditions, terms, representations and
<br />warranties, express or implied, written or oral, statutory or otherwise, including, but not limited to, warranties of
<br />merchantability, quality, fitness for a particular purpose, title or non -infringement of intellectual property. The client
<br />assumes the entire risk as to the performance of the application. Pethealth shall provide no on-site support or on-site
<br />maintenance for the application. In no event will Pethealth be liable for any damages whatsoever (including, without
<br />limitation, those damages resulting from lost profits, lost data or business interruption, special, incidental, indirect,
<br />punitive or consequential damages, loss of use, data or profits, business interruption, loss of business information or
<br />other pecuniary loss) arising out of the use, inability to use, or the results of use of the application whether based on
<br />warranty, contract or tort (even if the damages are caused by breach of contract including fundamental breach), or by
<br />the negligence or other fault of Pethealth.
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