1. Definitions. In this Agreement the following expressions will have the following meanings:

1.1 "Agreement" will mean this End User License Agreement (EULA) and the Fee Schedule. In the event of a conflict or inconsistency between the License Agreement and the Fee Schedule, the latter will govern.

1.2 "Authorized User" means the employees, contractors or affiliates of Client.

1.3 "Commencement Date" means the date Client’s user account is activated, for the commencement of access of the Service by the Authorized Users.

1.4 "Contractors" means contractors and consultants of Client who work on behalf of Client or its Affiliates. Contractors may only use the Service on behalf of Client and in compliance with the terms of this Agreement. Client agrees to be jointly and severally liable for such compliance.

1.5 "Fee Schedule" means the standard Fee Schedule (discounts may apply), issued by VDIC and accepted by Client by execution of this Agreement.

1.6 "Service" means access to VDIC’s proprietary VetMedStat™ on-line software and databases made available to Clients pursuant to this Agreement and any additional product or service identified on the Fee Schedule and provided to Client pursuant to this Agreement.

1.7 "Client" collectively means you, the entity you represent, and its Affiliates.

1.8 "VDIC Information" means all materials, data, and other information collected, summarized, produced, licensed, owned and delivered to Client by VDIC as part of the Service.

2. License to Use Service. Subject at all times to Client's compliance with the terms and conditions of this Agreement, VDIC hereby grants to Client a non-exclusive, world-wide, non-transferable, non-sublicensable, limited license for the Authorized Users to access and use the Service during the Term (as defined in Section 8) to the extent set forth in the Fee Schedule and subject to the terms and conditions provided in this Agreement. Authorized Users will be permitted access to the Service by use of a unique user name and password assigned to such Authorized User or Client. Subject to the terms and conditions of this Agreement, VDIC will attempt to provide the Services on a twenty-four (24) hour a day, seven (7) days a week basis through the Term of this Agreement. Client agrees that from time to time, the Services may be inaccessible or inoperable for any reason, including, without limitation, (i) equipment malfunctions; (ii) periodic maintenance procedures; or (iii) causes beyond the control of VDIC or which are not reasonably foreseeable by VDIC including, but not limited to, the interruption of telecommunication or digital transmission links.

3. Obligations of Client. Client agrees that it is responsible for all acts and omissions of its Authorized Users in connection with their use of the Service. In the event that Client becomes aware of any loss, theft or compromise of a password, or unauthorized access of the Service, Client will notify VDIC immediately in writing.

4. Fees and Payments. Client will be invoiced for all services requested at the pricing set forth in the Fee Schedule. VDIC reserves the right to revise its current pricing periodically provided that VDIC will notify Client of any revisions to the Fee Schedule no later than thirty (30) days prior to expiration of the then current Term. Any changes to the Fee Schedule will become effective at the beginning of the Renewal Term that immediately follows the Term during which Client receives notice of the revised Fee Schedule. All invoices are due and payable upon receipt. Amounts not paid within thirty (30) days of the date of invoice will be deemed delinquent and are subject to interest charges at the rate of 18% per annum but not to exceed the maximum allowable by law until paid in full. VDIC may suspend performance (including deactivating Client's and/or its Authorized Users' user account(s)) until all delinquent invoices are paid in full). Client is solely responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access or use the Services, and all related charges.

5. Intellectual Property. Client acknowledges that, solely as between Client and VDIC, all title, ownership and proprietary and intellectual property rights to the Service and the VDIC Information are and will remain the sole and exclusive property of VDIC. Except for the limited license expressly granted herein, this Agreement does not grant Client or Authorized Users any rights to any intellectual property rights in or to the Service or VDIC Information. Any suggested modifications or improvements to the Service submitted to VDIC by Client or Authorized Users become VDIC’s exclusive property to exploit or to not exploit as VDIC solely deems appropriate without necessity for remuneration or attribution to Client. Client agrees that it will not (a) rent, lease, distribute, sell, sublicense, or transfer all or any part of your right to access and use the Services to any third party; (b) reverse engineer, disassemble or decompile the Services or any applications associated with the Services; (c) modify the Services without the prior written consent of VDIC; (d) access or use the Services for unlawful purposes; or (e) permit anyone else to do any of the preceding.

6. Disclaimer of Warranty and Limitations of Liability.

6.1 VDIC GIVES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER RELATING TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TITLE, OWNERSHIP, RESULTS, OR THE QUALITY, SUITABILITY, ADEQUACY, GENUINENESS, ACCURACY OR COMPLETENESS OF THE SERVICE. CLIENT UNDERSTANDS AND AGREES THAT VDIC ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS OF OR FAILURE TO CONTINUALLY PROVIDE THE SERVICE, OR FOR ANY LEVEL OF UPTIME.

6.2 UNDER NO CIRCUMSTANCES WILL VDIC BE LIABLE UNDER ANY CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL COSTS OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LITIGATION COSTS, LOSS OF DATA, PRODUCTION OR PROFIT, ARISING OUT OF OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.

6.3 IN NO EVENT WILL VDIC’S TOTAL LIABILITY UNDER OR RELATED TO THIS AGREEMENT, THE TERMINATION THEREOF, AND/OR THE PROVISION OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE FEES ACTUALLY PAID DURING THE ONE (1) YEAR PERIOD PRECEEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY.

6.4 EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER SUCH PROVISION. FURTHER, IN THE EVENT THAT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES WILL REMAIN IN EFFECT.

7. Indemnification. To the extent permitted by applicable law, Client agrees to defend VDIC and its affiliates, directors, shareholders, officers, agents, representatives and employees, in any action or suit brought or threatened by any third party due to or arising out of the use of the Service or the violation of this Agreement, except to the extent arising out of the gross negligence or willful misconduct of VDIC or its agents. Client will pay all damages awarded therein against VDIC or settlement agreed upon by the parties. VDIC will promptly notify Client of such action and give Client authority, information, and assistance (at Client’s expense) for the defense of such suit or proceeding.

8. Term and Termination. This Agreement is effective from the Commencement Date and will continue for a period of one year (the "Initial Term"), unless terminated in accordance with the terms hereof. Upon completion of the Initial Term, this Agreement will automatically renew for successive one year renewal terms (each a "Renewal Term" and together with the Initial Term, the "Term")) unless either party provides the other party with notice of its intent not to renew no later than 30 days prior to the end of the then current Term. VDIC may suspend performance (including by deactivating Client's and/or its Authorized Users' user account(s)) and/or terminate this Agreement immediately upon written notice at any time if Client is in breach of any term, condition or covenant of this Agreement (including the obligation to pay fees in accordance with Section 4) and fails to cure such breach within ten (10) days after written notice thereof, unless the breach is the failure to pay fees due, in which case the cure period will be five (5) business days. Upon any termination, Client will remain responsible for all monies due and owing by Client.

9. Miscellaneous.

9.1 This Agreement (including any amendments or revisions) and any applicable Fee Schedule constitutes the entire agreement between the parties and supersedes any previous understandings, commitments, or agreements, oral or written regarding the subject matter hereof.

9.2 VDIC has the right to, at any time by posting notice on www.VetMedStat.com , change or modify this Agreement, the Services or the terms and conditions applicable to the Services. Client's use of the Services after VDIC's notice will be deemed to constitute acceptance of the changes or modifications.

9.3 Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action.

9.4 This Agreement is governed by Oregon law without reference to its choice of law provisions. If Client initiates any legal action against VDIC under this Agreement or related in any way to the Services, whether in contract, tort or otherwise, Client agree to initiate that action only in a state or federal court located in Portland, Oregon.

9.5 The parties hereby agree that the party who is not the substantially prevailing party with respect to any dispute, claim or controversy related to or arising under this Agreement will pay the reasonable costs actually incurred by the substantially prevailing party in relation to the dispute, claim or controversy, and any appeal thereof, and any enforcement of an award, including reasonable attorneys’ fees. Client will also be liable for all costs of collection incurred by VDIC for amounts deemed delinquent including, without limitation, reasonable and customary legal and collection agency fees incurred.

9.6 This Agreement is not assignable or transferable by Client without the prior written consent of VDIC. For the purposes of this Section, a change in the persons or entities that control fifty percent (50%) or more of the equity securities or voting interest of Client will be considered an assignment by Client. VDIC may assign or transfer its rights and/or duties under this Agreement without requirement for Client’s permission or approval.

9.7 VDIC’s remedies set forth herein are not exclusive and are in addition to any and all other remedies available at law or in equity, none of which will be deemed as waived by virtue of VDIC’s exercise of any other remedy.

9.8 Except for any payment obligations hereunder, neither party will be responsible for delay or failure in performance or any interruption of the Service resulting directly or indirectly from any cause or circumstance beyond its reasonable control including, without limitation, by any acts of civil or military authority, law, regulation, order or decree, by fire, riots, strikes, legal moratorium, war or revolution, by communication line or power failures, or by "acts of god," epidemic, earthquake, fire, flood or other natural disasters, nor will any such delay or failure be considered to be a breach of this Agreement or entitle either party to any credit or reimbursements. In any such event, performance will take place as soon thereafter as is reasonably feasible.

9.9 All provisions of this Agreement that are, by their nature, intended to continue will survive any expiration or termination hereof.

9.10 No provisions of this Agreement are intended or will be construed to confer upon or give to any third person or entity other than VDIC and Client and its Affiliates any rights, remedies or other benefits under or by reason of this Agreement.

9.11 The Service (including the VetMedStat™ software provided thereunder) may not be exported or reexported from the United States of America except in accordance with the laws, regulations, orders or other restrictions on the export of software from the United States of America. Client will indemnify and hold VDIC harmless for any breach of this Section.

AS STATED ABOVE, USING THE SERVICES OR CLICKING "I AGREE" INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT.