FUTURE PET ANIMAL HEALTH INC.
GENERAL TERMS & CONDITIONS

Last updated: January [29], 2018

These terms and conditions (the "General Terms") are the general terms and conditions upon which Future Pet Animal Health Inc. ("Future Pet"), a British Columbia company, will supply its proprietary online mobile- and desktop-optimized web-based software platform (the "System") which collects patient and client information to create a summary in an interactive format accessible to Client's staff and integrates with the Client's Practice Information Management System and any other products or services (provision of the System and such other products or services, as applicable, being the "Services") to Clients. These terms and conditions are applicable to every person, company, partnership or other business organization who subscribes for or agrees to purchase, or use on a free trial basis, any Services ("Client"). By ordering any Services from Future Pet, Client agrees to be bound by these terms and conditions, unless Client has entered into a written agreement with Future Pet which incorporates Future Pet's general terms and conditions therein. To the extent of any inconsistency between these General Terms and any Order Form between you and Future Pet, the Order Form will govern to the extent of the inconsistency.

This Agreement (as defined below) constitutes a legally binding contract between Future Pet and Client.

From time to time, Future Pet may revise these General Terms. You can determine when these General Terms were last revised by referring to the “Last Updated” date at the top. Any changes to these General Terms will become effective when we post the updated General Terms on the Future Pet website, and will apply to any Services ordered after that time. By ordering any Services after the General Terms have been updated, Client will be deemed to have agreed to the updated General Terms. 

  1. DEFINITIONS.

"Agreement" refers collectively to these General Terms and any Order Form.

"Documentation" means all user manuals, training materials, guides, commentary and other materials written by or for Future Pet which are related to the functional, operational, and performance characteristics of the System and the Services.

"Client Data" means all data created or stored (or both) on, by, or in the System and information collected by Future Pet regarding Client and its customers in the course of providing the Services and the System, including without limitation Client's: customers' names, names, addresses, phone numbers and any other contact information, customers' pets' names, medical (veterinary) records, and other similar information.  Client Data is Confidential Information as set forth in Section 4 below of these General Terms.

"Client Personnel" means employees, agents, contractors, or other personnel authorized by Client to use the System and the Services in accordance with the Agreement for the sole purpose of performing their job responsibilities.

"Client Practice Location" means a veterinary practice owned and operated by Client.  Client Practice Location may also be referred to in these General Terms as "Practice Location" or "Location".

"Order Form" means any order form, online acceptance, signup form, contract or other document by which Client agrees to purchase, or use on a free trial basis, any Services pursuant to these General Terms.

"PIMS" means Client's practice information management system.

  1. EFFECTIVE DATE; TERM AND RENEWAL
      1. These General Terms shall be effective for the Location or Locations identified in the applicable Order Form.  The effective date for each Order Form shall be the date the Order Form was accepted by Future Pet (each an "Effective Date").
      2. If the Order Form provides for a 30-day free trial period, the free trial period commences on the date that the System is made available for active use on Client's PIMS, and Client can cancel the Services without obligation during such free trial period or within one week of the end of the free trial period.
      3. The initial term of this Agreement shall commence as of the Effective Date and shall continue for the Period specified in the Order Form, and if no period is specified, shall continue, unless earlier terminated in accordance with these General Terms, for 12 months from the Effective Date (the "Initial Term").
      4. This Agreement shall automatically renew at the expiry of the Initial Term or the then-current Renewal Term for additional twelve-month periods (each a "Renewal Term"), unless a party provides written notice of termination to the other party at least 30 days before the end of the Initial Term or the then-current Renewal Term, as applicable. The "Term" shall mean the Initial Term and any Renewal Terms.
         
  1. CLIENT RESTRICTIONS AND RESPONSIBILITIES
      1. Client will provide Future Pet with physical access to the Locations identified in the applicable Order Form and to each Location's PIMS in order to gather baseline practice data, install communication and integration software, support its software and services, and remotely interact with such Location's PIMS.  Client will also provide Future Pet with access to the other communication tools it uses to reach out to its customers for scheduling, follow-up care, and other similar reminders.
      2. Client and Client Personnel will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted in writing by Future Pet or authorized in writing as within the scope of Services); use the Services, the System, or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
      3. Client represents, covenants, and warrants that Client and Client Personnel will use the System and the Services only in compliance with Future Pet's standard published policies then in effect and all applicable laws and regulations.
      4. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the System and Services, including, without limitation, internet access, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment").  Client shall also be responsible for maintaining the security of the Equipment, System access credentials (including but not limited to administrative and Client Personnel passwords), and files, and for all uses of the System and Services by Client Personnel.
      5. Client will not: (a) permit any third party to access or use the System or the Services in violation of any U.S. law or regulation; or (b) export any software provided by Future Pet or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Client will not permit any third party to access or use the System in, or export such software to, a country subject to a United States embargo.
         
  2. CONFIDENTIALITY; PROPRIETARY RIGHTS
      1. Definition of Confidential Information.  Confidential Information means all proprietary information of Client disclosed to Future Pet whether orally, verbally, visually, in writing, and regardless of form (electronic, tangible, or otherwise), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation matters of a business nature such as customer lists, Client Data, financial records and performance, costs, profits, pricing, sales and any other information of a similar nature not generally disclosed to the public. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Client; (ii) was known to the Future Pet prior to disclosure by the Client without breach of any obligation owed to the Client; (iii) was independently developed by the Future Pet or Future Pet's employees who can be shown not to have had access to the Confidential Information; and (iv) is received from a third party without breach of any obligation of confidentiality owed to the Client.  Notwithstanding the foregoing, subject to Section 4(b) below of these General Terms, all Client Data shall be treated as Confidential Information.
      2. Non-Disclosure of Confidential Information.  Future Pet agrees to hold, and cause its employees, agents and any third parties for which it is responsible (collectively "Personnel") to hold all Confidential Information in confidence, and to use the same standard of care used to protect its own proprietary and confidential information in protecting the Confidential Information (but in no event, less than reasonable care).  Future Pet agrees to limit disclosure of Confidential Information to those of its Personnel only as is necessary for it to perform its obligations under this Agreement and only if such Personnel have either specifically agreed to be bound by the confidentiality obligations contained herein, or have otherwise agreed in writing to be bound by confidentiality obligations that: (a) are at least as restrictive as the obligations contained herein and (b) are applicable to the Confidential Information. Notwithstanding the foregoing, Future Pet shall not be liable for disclosure of Confidential Information pursuant to a judicial order issued by a court of competent jurisdiction or other compulsion of applicable law, provided that it shall provide, if not prohibited by applicable law, to Client prompt written notice of such order or compulsion of law and cooperate with any efforts to obtain and comply with any protective order granted by such court. Future Pet's obligations with respect to Confidential Information under this Agreement shall survive any termination or expiration of this Agreement.
      3. Return or Destruction of Confidential Information.  At any time upon request by Client, or upon the termination of this Agreement, Future Pet shall return or destroy, as directed in writing by Client, all Confidential Information of Client.  Future Pet shall not retain copies thereof, and shall certify in writing that such destruction or return has been accomplished.  However, Future Pet may retain one copy of any and all Confidential Information that is necessary for the sole purposes of enforcement of this Agreement, backup, recovery or business continuity planning, and as may be required by law, so long as Future Pet provides written notice to Client of such retention and such retention is made in accordance with Section 4(b) above of these General Terms.
      4. Defend Trade Secrets Act. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), Client is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement: an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
      5. IP Ownership by Future Pet. Future Pet owns and shall retain all right, title and interest in and to (a) the Services, the System, and the Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with providing the Services or support, and (c) all intellectual property rights related to any of the foregoing.  Except for the Client's license to access and use the System, Software, and Services as expressly provided for in this Agreement, Future Pet does not grant Client any other intellectual property license, rights, title, or interest in or to the System or any of its components.  Client acknowledges, understands, and agrees that the System and its components are protected by copyright and other laws.
      6. Feedback. Future Pet has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Client provides to Future Pet, and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict Future Pet's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback for its own internal business purposes, without compensating or crediting Client.  Although Feedback will not be considered Confidential Information, Future Pet acknowledges, understands, and agrees that any Confidential Information Client transmits with any Feedback or related to Feedback will remain Confidential Information in accordance with Section 4(a) above of these General Terms.  "Feedback" means any suggestion or idea provided to Future Pet by Client or any Clients Personnel for improving or otherwise modifying any of Future Pet's products or services.
         
  3. CLIENT DATA
      1. Client shall own and have all rights, title and interest in and to the Client Data.  Notwithstanding anything in this Agreement to the contrary, Future Pet shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, data obtained as a result of analyzing the Client Data and data derived therefrom), and Future Pet will be free (during and after the Term of the Agreement) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services, the System, and other Future Pet offerings; and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.  Future Pet may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data without the prior written consent of Client, in any way, in its sole discretion.  "Aggregate Data" refers to Client Data with the following removed: personally identifiable information and the names, addresses, any and all contact information (e.g. email addresses, phone numbers), as well as credit card information relating to any of Client's customers.  Aggregate Data is not Client Data or Confidential Information for the purposes of this Agreement.  No rights or licenses are granted except as expressly set forth herein.
      2. Future Pet will have no responsibility or liability for the accuracy of data uploaded to the System by Client, Client Personnel or Client's customers, including without limitation Client Data and any other data uploaded by Client Personnel or Client's customers.
         
  4. FUTURE PET RESPONSIBILITIES
      1. Future Pet will (a) provide Client with access to the System and (b) provide the Services to Client in a diligent manner in accordance with industry standards, in each case in accordance with Future Pet's standard operating policies and procedures.
      2. Future Pet shall at all times (a) establish and maintain appropriate technical and organizational measures to protect against accidental damage to, destruction, loss or alternation to Client Data; (b) establish and maintain appropriate technical and organizational measures to protect against unauthorized access to Client Data; and (c) establish and maintain reasonable network and internet security procedures, protocols, security gateways and firewalls with respect to the System.  Future Pet is not responsible for the security of Client Data while in transit over the internet or other third-party networks.
      3. Future Pet shall at all times comply with all applicable laws regarding the storage, hosting, and transmission of personally identifiable data.
         
  5. FEES AND PAYMENT OF FEES
      1. Client will pay Future Pet the then applicable fees (the "Fees") described in the Order Form for the Services and the System in accordance with the terms therein.  Subject to 60 days prior written notice to Client, Future Pet reserves the right to increase the Fees for the System and Services provided under an Order Form; however, in no event shall such increase such Fees by more than 5% annually and in no event shall any such increase take effect until the commencement of any Renewal Term.  Nothing in this Agreement precludes Future Pet from exceeding the foregoing fee increase limitation if such excess is a result of Client ordering and Future Pet providing Client with new or additional Services upon the commencement of the applicable Renewal Term.
      2. All Fees may be invoiced to Client upon the Effective Date of an Order Form (subject to any free trial period provided therein).  All Fees shall be due and payable within 30 days of receipt by Client of an accurate invoice.
      3. Invoiced amounts that are not timely paid are subject to a finance charge of 1.5% per month on any outstanding balance (18% per annum), or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.  Client shall be responsible for all taxes associated with Services other than U.S. taxes based on Future Pet's net income.
      4. If Client believes that Future Pet has billed Client incorrectly, Client must contact Future Pet no later than 60 days after receipt of the applicable invoice in order to receive an adjustment or credit.  Such reports should be directed to Future Pet's Client support department via telephone at 1-(604)-671-7119 or email at finance@futurepet.care.
         
  6. WARRANTIES AND DISCLAIMERS
      1. Future Pet warrants and represents that (a) it will perform all Services in a diligent manner in accordance with industry standards, (b) the System, as delivered and when used in accordance with the Documentation, (i) will perform in all material respects as specified in the Documentation and (ii) will not contain any "back door", "time bombs", "Trojan Horses", "worms", "drop dead devices", "virus", or other software that is designed to permit unauthorized access to or use of the System; (c) it has the power and authority to enter into and perform this Agreement; (d) has all rights, title, and interest in and to the Services and the System necessary to grant Client the rights, subscription, and license set forth in this Agreement; (e) there are no intellectual property infringement claims arising out of or related to the Services or the System currently pending against Future Pet; and (f) it is not aware of any potential claims for intellectual property infringement that are related to the Services or the System.
      2. The warranties and representations set forth above in Section 8(a) of these General Terms are exclusive and in lieu of all other warranties whether express or implied.  FUTURE PET DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
      3. The warranties set forth in Section 8(a) above of these General Terms will not apply to the extent that Client or Client Personnel modifies, reverse engineers, decompiles, or disassembles the System or any component thereof.
         
  7. EVENTS OF DEFAULT.
      1. Future Pet will be in default under this Agreement if Future Pet:
        1. institutes or has instituted against it insolvency, receivership, or bankruptcy proceedings which are not dismissed within 60 days of their commencement, makes an assignment for the benefit of creditors, or ceases to do business on a regular basis; or
        2. commits any material breach of any covenant, warranty, or obligation under this Agreement, or manifests any intent not to perform any future obligations under this Agreement and such breach or default is (a) not cured or (b) the manifestation of intent not to perform is not corrected by reasonable written assurance of intent to perform within 30 days (or longer if permitted by Client) after delivery of a notice of such breach.
      2. Client will be in default of this Contract if:
        1. Client fails to pay Fees when due as provided for in these General Terms and Client fails to cure such breach within 30 days of the date of a notice of such breach; or
        2. Client commits any material breach of any covenant, warranty, or obligation under this Agreement, fails to perform its obligations under this Agreement within the time specified therein and Client fails to cure such breach or default within 30 days after delivery of a notice of such breach.
           
  8. REMEDIES FOR DEFAULT; TERMINATION
      1. Client's Remedies.  In the event Future Pet is in default under Section 9(a), Client may, at its option, pursue any or all of the remedies available to it under this Agreement, and at law or in equity, which include, without limitation:
        1. termination of this Agreement in accordance with Section 10.4 below of these General Terms; and
        2. set-off any compensation due to Future Pet with amounts Future Pet may owe to Client.
      2. Future Pet's Remedies.  In the event Client is in default under Section 9(b), Future Pet may, at its option pursue any or all of the remedies available to it under this Agreement, including, without limitation:
        1. termination this agreement in accordance with Section 10(b)(iii) below of these General Terms; and
        2. assessment of damages in an amount equal to any Fees owing under any unpaid invoices for Services performed.
        3. The remedies set forth in Section 10(a) and Section 10(b) of these General Terms are cumulative to the extent they are not inconsistent, and the parties may pursue any remedies singly, collectively, successively, or in any order whatsoever.
      3. Termination for Convenience.  Client may terminate this Agreement in whole or in part upon 30 days prior written notice.
      4. Termination for Cause.  In the event a party is in breach under Section 9(a) or Section 9(b) as applicable, the non-breaching party may terminate this Agreement immediately upon written notice to the breaching party advising the breaching party of its breach and its intent to terminate under this Section.
      5. Effect of Termination.  Upon any termination, Future Pet will make all Client Data available to Client for electronic retrieval for a period of 30 days.  In addition, each party will comply with the request of the other under Section 4(d) above of these General Terms with respect to the return or destruction of Confidential Information.
         
  9. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER WITH RESPECT TO ANY MATTER RELATING TO, ARISING OUT OF OR CONNECTED WITH THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY DAMAGES, LOSSES, COSTS, EXPENSES OR OTHER LIABILITY IN AN AMOUNT THAT EXCEEDS THE TOTAL FEES PAID UNDER THE APPLICABLE ORDER FORM DURING THE 12 MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO THE LIABILITY, AND FURTHERMORE, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOST SAVINGS, PUNITIVE, INDIRECT, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES.

  1. MISCELLANEOUS
      1. Governing Law and Venue. This Agreement will be governed by, interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Client irrevocably attorns and submits to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Agreement and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
      2. Force Majeure.  Neither party will be liable to the other for delays or nonperformance caused by activities or factors beyond its reasonable control, including without limitation, viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, or, in the case of Future Pet, failure by Client to timely furnish information or provide access as may be reasonably required in order to perform the Services.
  1. Final Terms

This Agreement is the entire agreement between Client and Future Pet regarding the provision to Client of Services, and supersedes any prior agreements. These General Terms do not create or confer any third-party beneficiary rights. If Future Pet does not enforce a provision in these General Terms, it will not be considered a waiver. We reserve all rights not expressly granted to Client. If any provision of these General Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these General Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these General Terms (which will remain in full force and effect). To the extent permitted by applicable law, Client agrees and hereby waives any applicable statutory or common-law right that may permit a contract to be construed against its drafter. Future Pet may assign its rights and obligations under these General Terms, in whole or in part, to any party at any time without any notice. These General Terms may not be assigned by Client, and Client may not delegate Client's duties under them, without the prior written consent of Future Pet.

  1. Contact Us

Future Pet welcomes comments, questions, concerns, or suggestions. Please send feedback to us by visiting www.futurepet.care. Future Pet Animal Health Inc. is located in Canada at 1347 Dovercourt Road, North Vancouver, Canada V7K 1K3.