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confidentiality agreement and (B) such information is not of a type or character that a reasonable person would
<br /> have regarded it as confidential.
<br /> (ii) Each party agrees that during the Term of this Agreement and thereafter(i) it will use Confidential Information
<br /> belonging to the disclosing party solely for the purpose(s) of this Agreement and (ii) it will take all reasonable
<br /> precautions to ensure that it does not disclose Confidential Information belonging to the disclosing party to any
<br /> third party (other than the receiving party's employees, and or agents (collectively, "Staff") on a need-to-know
<br /> basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein)
<br /> without disclosing party's prior written consent. The receiving party is responsible for any breach of the
<br /> confidentiality provisions of this Agreement by its Staff. All Confidential Information shall remain the sole
<br /> property of the disclosing party and no license under any trade secrets,copyrights,or other rights is granted under
<br /> this Agreement or by any disclosure of Confidential Information under this Agreement. Upon the disclosing
<br /> party's request, all Confidential Information made available under this Agreement, including copies of
<br /> Confidential Information, must be promptly returned to the disclosing party or destroyed. For Confidential
<br /> Information that does not constitute "trade secrets" under applicable law, these confidentiality obligations will
<br /> expire three(3)years after the termination or expiration of this Agreement.
<br /> (iii)In the event the receiving party is required to disclose any Confidential Information by order of a court or any
<br /> government agency, by law, regulation, judicial or administrative process, or in accordance with applicable
<br /> professional standards or rules, the receiving party shall: (i) give prior written notice of such disclosure to the
<br /> disclosing party(if legally permitted to do so)together with a copy of the material proposed to be disclosed; (ii)
<br /> reasonably cooperate with the disclosing party at the disclosing party's request and expense to resist or limit such
<br /> disclosure or to obtain a protective order;and(iii) in the absence of a protective order or other remedy,disclose
<br /> only that portion of the Confidential Information that is legally required to be disclosed and assure that, if
<br /> applicable,confidential treatment will be accorded the disclosure.
<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 without separate agreement. In no event will Pethealth be liable for any damages
<br /> whatsoever (including, without limitation, those damages resulting from lost profits, lost data or business interruption,
<br /> special, incidental, indirect, punitive or consequential damages, loss of use, data or profits,business interruption,loss of
<br /> business information or other pecuniary loss)arising out of the use,inability to use,or the results of use of the application
<br /> whether based on warranty,contract or tort(even if the damages are caused by breach of contract including fundamental
<br /> breach),or by the negligence or other fault of Pethealth.
<br /> 5. Indemnification.The Client shall indemnify and hold Pethealth harmless from and against any loss,damage,claim,cost,
<br /> expense or other liability suffered or incurred by Pethealth as a result of any claim or cause of action by a third party arising
<br /> out of,based upon or relating to:(i)the Client's use of the Application and the ASP Services,or(ii)ownership or rights in
<br /> any data received by Pethealth from the Client (or its designees) or any information derived therefrom. Pethealth shall
<br /> indemnify and hold the Client harmless from and against any loss,damage,claim,cost,expense or other liability suffered
<br /> or incurred by Client as a result of any claim or cause of action by a third party arising out of,based upon or relating to the
<br /> system design or operation of the Application and the ASP Services. For the purposes of this Agreement, references to
<br /> Pethealth or the Client shall include,to the extent applicable,their affiliates,their directors,officers and employees of such
<br /> entities.
<br /> 6. Force Majeure.If Pethealth is prevented,hindered or delayed in whole or in part from or in performing any of its obligations
<br /> under this Agreement due to any event beyond its reasonable control(each a"Force Majeure Event"),then its obligations
<br /> under this Agreement shall be suspended for so long as the Force Majeure Event continues. Any delay or failure in the
<br /> performance by Pethealth hereunder shall be excused if and to the extent caused by the occurrence of a Force Majeure.For
<br /> purposes of this Agreement, Force Majeure shall mean a cause or event that is not reasonably foreseeable or otherwise
<br /> caused by or under the control of Pethealth claiming Force Majeure,including acts of God,fires,floods,explosions,riots,
<br /> wars, hurricane, sabotage, terrorism, vandalism, accident, restraint of government, governmental acts, injunction and
<br /> labor strikes.
<br /> PetPoint Application Service Provider Agreement-US-v.20150908 SIGNER'S INITIALS.I
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