Vettit WebClinic Agreement

1.1 "Vettit", "us", "we", "our" refer to Vettit Solutions Limited, a company, which is located at the following address:

1.2 "You", "your" refers to each and every customer or authorised user of the Vettit WebClinic Software Service. Subscription to this service constitutes full and complete acceptance of the terms and conditions set forth herein.

2.1 Term.The term of this Agreement begins when the WebClinic’s Subscription Wizard is completed by the Customer. The date of this event will be the Commencement Date. This agreement continues in effect until terminated.

2.2 Notice. Any notice or communication required or permitted to be given hereunder may be delivered by using WebClinic’ secure internal messaging means, a signed secure e-mail, by hand, deposited with an overnight courier, a confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as listed on the Subscription Wizard or at such other address as may hereafter be furnished in writing by either party to the other party. Such notice will be deemed to have been given as of the date it is delivered to a courier, mailed, emailed, posted on the WebClinic System, faxed or sent, whichever is earlier (“Effective Date of Notice”).

2.3 Amendments. You agree that this agreement may be amended by Vettit at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the Vettit Corporate web site on a periodic basis. Notification of significant changes in your rights, duties and responsibilities will be in accordance with paragraph 2.2. All of such changes will be binding upon a customer after such posting or notification.

2.4 Fees and Pricing. Current fees and pricing tables are published and maintained on the Vettit Corporate Website. For customers needing service packages other than those published on the Vettit Corporate Website a separate private pricing agreement will be made. Vettit reserves the right to change the pricing for WebClinic services from time to time. In such a case Vettit may choose to keep the pricing scheme for the existing customers or must send them a notice pursuant to paragraph 2.2; price change for the existing subscribers will not occur before 30 days have passed from the Effective Date of Notice, unless otherwise agreed between the two parties.

2.5 Payment Policy and Discounts. Information about current payment policy and available discounts is published and maintained on the Vettit Corporate Website.

2.6 Concurrent Users. Each service package comes with a number of concurrent user logins – this effectively limits the number of people that can use WebClinic Services at any one time, but does not limit the total number of authorised users. If the maximum number of concurrent users logged into the customer’s system is reached Vettit will deny service to other users until at least one of the concurrently logged in users logs out.

2.7 Referral Program. With the activation of your WebClinic system you will be given access to the WebWare Referral Program for WebClinic which is subject to a separate Vettit WebWare Referral Program Agreement (link opens in a new browser window). If you choose not to accept it you must state that in your written request for activation notice (pursuant to paragraph 2.8). Breaching, suspension or termination of the WebWare Referral Program Agreement is not grounds for suspension or termination of the current agreement and vice versa.

2.8 Free Setup Period. New subscribers get a free setup period. This means that they can setup their business free of charge and pay after and only if they actually start using the system. A written notice must be sent to Vettit in accordance with the provisions of paragraph 2.2 for WebClinic services to be fully activated. Services will be activated as soon as the notice is received unless otherwise agreed or requested. The date WebClinic is activated will be the date you start paying monthly subscription fees pursuant to paragraphs 2.4 and 2.5,

2.9 Payments. All payments must be done before the start of the corresponding service period. We accept payments through bank cheque, bank card or standing order. All payments to us must be in GBP (Great Britain pounds)

2.9.a Late Payments. If the customer fails to pay on time vettit will follow paragraphs 6.1.a ("Suspension") and 6.1 ("Termination for Cause")

3.1 Confidential Information

3.1.a Nondisclosure of Confidential Information. Each party acknowledges that it may have access to certain confidential information belonging to the other party concerning the other party’s business, plans, customers, technology, and products, and other information held in confidence by the other party ("Confidential Information"). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of disclosure, reasonably should be considered confidential. Confidential Information will also include, but not be limited to, Vettit developed technology, Customer developed technology, and these terms and conditions. Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purpose of this Agreement, nor disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary), any of the other party’s Confidential Information, and will take all reasonable precautions to protect the confidentiality of such information, at least as stringently as it takes to protect its own Confidential Information.

3.1.b Exceptions. Information will not be deemed Confidential Information hereunder if such information: (i) is known to the receiving party prior to receipt from the disclosing party; (ii) becomes known independently of disclosure by the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party. The receiving party may disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of law, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure.

3.2 Intellectual Property

3.2.a Ownership. All parties to this agreement accept that Vettit Solutions Limited shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

3.2.b General Skills and Knowledge. Notwithstanding anything to the contrary in this Agreement, Vettit will not be prohibited or enjoined at any time by a Customer from utilizing any skills or knowledge of a general nature acquired during the course of providing the services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of Vettit.

3.2.c Reverse Engineering. The Customer agrees not to attempt to decipher, decompile, disassemble or reverse engineer the Software or Service or allow others to do so. The Customer further agrees not to modify or create derivative works of the Software or Service. The Customer shall not grant rights to any third party to reproduce, implement, modify, translate, or reverse engineer any Vettit Technology, or otherwise determine or attempt to determine source code for the Vettit Technology or to create Derivative Works thereof without Vettit's written authorisation.

3.2.d Presentations to any Entity with Information Technology (IT) Capacity. The Customer agrees not to present or demo their database or allow access to their database by any outside entities with IT capacity, including but not limited to practice consultants, computer programming services, or financial investors, without Vettit's written authorisation.

3.3 License Grants

3.3.a Vettit Software and Services. Vettit hereby grants to the Customer a nonexclusive, nontransferable license, during the term of this Agreement, to use the Vettit developed technology solely for purposes of using WebClinic Services. The Customer shall have no right to use such technology for any purpose other than this.

3.3.b Technology Rights. To the extent that the Customer or its employees or contractors participates in the creation or development of technology, the Customer, on behalf of itself and its employees and contractors, hereby assigns to Vettit all right, title and interest, including all intellectual property rights, in the technology.

4.1 Authority and Performance of Vettit. Vettit represents and warrants that it has the legal right to enter into this Agreement and perform its obligations hereunder. In the event of a breach of the warranties set forth in this paragraph, the Customer’s sole remedy shall be termination of this Agreement.

4.2 Disclaimer of Actions Caused by and/or Under the Control of Third Parties. Vettit does not and cannot control the flow of data to and from the internet network. Such flow depends in large part on the performance of the internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt the Customer’s connections to the internet (or portions thereof). Although Vettit will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, we cannot guarantee that such events will not occur. Accordingly, Vettit disclaims any and all liability resulting from or related to such events.

4.3 Security. Vettit shall implement appropriate security and authorisation procedures as may be necessary to enable authorised users and the Customer to electronically view, access, and use business data through the WebClinic system.

4.4 Customer Training. We are committed to the expeditious setup and training of Customers on the WebClinic service. Vettit’s training obligation is to train a lead trainer who will then train the rest of the Customer’s staff. Vettit training may require independent study of WebClinic’s existing documentation and knowledge base in advance of Vettit live training, and scheduling of such live training is contingent upon the Customer completing the prerequisite study.

4.5 Customer Training Limitations. Vettit Customer Training is limited to our software only. Vettit training does not include training Customer staff on how to use PC’s, Internet Explorer or other web browsers, or the fine arts of medicine, management and finances.

4.6 Customer Training; Limits of Liability. Vettit is not liable for any damages resulting from clinical care or financial errors made as a result of particular, general or specific examples given during training. At all times, it is the responsibility of the Healthcare Professional to maintain proper clinical care, proper compliance with clinic standards, and proper financial management of the medical practice.

4.7 Software Modifications. Unless specifically agreed to in writing, Vettit is under no obligation to any Customer, to provide customised or other changes to the software. Customised software code that benefits a majority of our customers may be added, with or without charges to the Customers requesting such software. Customised software code that benefits an individual Practice only will be charged to that Customer upon written terms agreed to by Vettit and the Customer. Vettit Solutions Limited will have complete discretion in all decisions regarding possible software modifications and is under no obligation to make any modification, even upon an offer to pay for such modification.

4.8 Data Import and Export. Importing of data from the Customer’s existing software may be done at Vettit’s discretion. If the Customer’s data file, or data file structure is non conforming to today’s standards, Vettit reserves the right to refuse to import said data. In such a case, customised programming, or third party data exchange services may be required and this would be done only at an agreed additional cost to the customer concerned.

4.9 Operating Environment Support. The WebClinic service currently supports a wide variety of operating environments and web browsers. Officially supported web browsers are Microsoft Internet Explorer, versions 6.0 and above, and Mozilla Firefox versions 1.5.0 and above.

5.1 Security Requirements. Vettit has determined that certain steps in the software and in office workflow are required by the Customer’s staff to properly handle sensitive medical data. These include but are not limited to choosing a secure password and completely logging out of the system when a user is away from his or her terminal. Vettit is not liable if a Customer misuses the WebClinic service and thus exposes sensitive data to third parties.

5.2 Username and Password Protection. The security of data is directly related to the diligence of the Customer’s staff and the authorised users in handling usernames and passwords. WebClinic Software provides all the tools for successful protection of sensitive medical information. It is, however, the sole responsibility of the Customer to implement security policies and to monitor them to assure a successful outcome. Vettit offers unlimited training and customer support in the area of Username and Password protection. Student access in the Student Audit Module opens additional areas of risk, and proper handling of student education regarding security and access is also the Customer’s responsibility.

5.3 Third Party Software. Vettit WebClinic has gathered a list of third party utilities that we recommend and require you to use in order to optimize your WebClinic performance. These include but are not limited to a list of recommended web browsers. Vettit provides web links to all the recommended third party utilities that you can download and install. Vettit does not make any guarantees regarding their performance.

5.4 Reselling. The Customer shall not under any circumstances resell the WebClinic Services to any third parties.

6.1 Termination for Cause. Either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after the Effective Date of Notice of the same, except in the case of failure to pay fees, which must be cured within seven (7) days after written notice from Vettit; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

6.1.a Suspension. Vettit reserves the right to immediately suspend some or all of the WebClinic services in case some parts of this agreement are breached in a way that can cause direct or indirect damage to Vettit’s business, equipment, directors, employees or agents or other Vettit customers. Suspension will be effective until such breach is cured. If the suspension issue is not resolved within a reasonable time, as determined by Vettit Solutions, the agreement will be terminated, as under article 6.1, and the date of the initial suspension becomes the Notice of Termination Date.

6.2 Liability for Termination. Neither party will be liable to the other for any termination of any Service or this Agreement in accordance with its terms. In the case of the Customer’s termination or cancellation without cause paragraph 6.4 is applied.

6.3 Notice of Termination Date. The date one of the parties in this agreement sends a written notice of termination to the other party pursuant to paragraph 2.2.

6.4 Refund Policy. Upon receipt of a valid request for service termination from a Customer in the form of a written notice of termination, Vettit will compute the number of paid days remaining in the subscription term after the Effective Date of Termination and will then refund this amount, less the handling charges imposed on Vettit by our electronic banking provider.

6.5 Effective Date of Termination. Unless otherwise stated in this agreement or agreed by both parties termination will be effective at the end of the thirtieth (30th) day after the Notice of Termination Date. Customers have the right to choose a different Effective Date of Termination in their written notice of termination. Customers will be liable for paying for the WebClinic services up to the Effective Date of Termination.

6.5.a Upon the effective date of termination of this agreement, Vettit will immediately cease providing the WebClinic Services.

6.5.b Within thirty (30) days after such termination, each party will return all Confidential Information of the other party in its possession (or destroy it, keeping only such copy as is needed for historical files) and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirements.

6.5.c Prior to the effective date of termination the Customer may export his data from the WebClinic System. Within thirty (30) days after the effective date of termination and at the Customer’s expense Vettit can also export the customer’s data, save it on portable media and provide it to the Customer upon request.

6.6 Survival. Upon termination of this agreement all rights and licenses granted by this agreement are immediately revoked. Paragraph 3.1, paragraph 3.2, section 6 ("Termination"), paragraphs 7.1 through 7.13 (inclusive) and 7.15 through 7.18 (inclusive) shall survive such termination and remain in full force and effect.

6.7 Referral Program. If the customer is a member of the WebWare Referral Program pursuant to paragraph 2.7 the termination of the current agreement will also lead to termination of the WebWare Referral Program Agreement for the WebClinic system (pursuant to Section 6 and paragraph 6.1 of the WebWare Referral Program Agreement) unless otherwise requested by the customer in a written notice to Vettit.

7.1 Authority. Each party represents to the other that it has full binding authority to enter into this agreement and in the case of any entity, other than an individual, that the person assenting to the terms of this agreement has the full binding authority of the entity purportedly bound.

7.2 Non-Infringement. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit that you will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.

7.3 Violation of Law. That you will not violate any applicable law, ordinance, regulation or standard.

7.4 Terms of Service. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit that you agree to be bound by the Vettit General Terms of Service which are incorporated herein as though set forth at length herein.

7.5 Unsolicited Email. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit that you will not use or otherwise permit the use of unsolicited e-mails (a.k.a. SPAM) in relation to Vettit or Vettit WebClinic.

7.6 Defamation/Libel. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit that you will not transmit any information which is or might be considered to be defamatory or libelous.

7.7 Decency. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit that you will not transmit any information which is or might be considered to be lewd, pornographic or obscene.

7.8 Unfair Competition. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit that you will not violate any laws regarding unfair competition, anti-discrimination or false advertising or the Vettit General Terms of Service.

7.9 Promote Violence. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit that you will not take any action which might promote violence or contain hateful speech.

7.10 Damage Vettit. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit that you will not take any action that would in any way damage Vettit or otherwise compromise its servers or equipment, including to utilize or otherwise transmit at any time anything that may contain viruses, Trojan horses, worms, time bombs, cancelbot or other similar harmful or deleterious programming routines.

7.11 WARRANTY DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY VETTIT PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS, AND AS AVAILABLE, AND THAT VETTIT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, VETTIT DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL VETTIT BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.

7.12 LIMITATION OF LIABILITY. IN NO INSTANCE SHALL VETTIT BE LIABLE TO YOU FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT VETTIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS REFRRAL PROGRAM AGREEMENT ARE BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Notwithstanding the foregoing, this section shall not limit either party’s liability to the other for (1) willful or malicious misconduct; (2) gross negligence; (3) indemnification under Section 7.11 or (4) either party’s liability for death or personal injury or their own acts of fraud.

7.13 Indemnification. You agree to indemnify, defend and hold harmless Vettit and its owners, directors, employees and agents, harmless of and from any and all liability, losses, damages, injuries or expenses (including attorney’s fees and expert witness charges) arising out of any claimed or alleged action or inaction toward any third party whether such claimed or alleged action or inaction arises out of a claim of misuse of copy written materials, License violation, domain misuse, trademark misuse or any active or passive negligence.

7.14 Independent Contractors. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

7.15 Governing Law and Jurisdiction. The laws of England will govern this Agreement and any user of the Website hereby agrees to be bound exclusively by the jurisdiction of English courts without reference to rules governing choice of laws.

7.16 Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

7.17 Integration. This agreement constitutes the entire understanding of the parties and revokes and supercedes any and all prior agreements and is intended to be a full and complete expression of the agreement between the parties. This agreement shall not be modified except in writing by the posting of a new agreement by Vettit on the Vettit Corporate web site.

7.18 Use constitutes Signature. Your agreement to the terms set forth herein is manifested by any usage of the Vettit WebClinic Practice Management System starting with the completion of the Webclinic's Subscription Wizard ("Commencement Date"). This agreement may be modified, amended, altered or otherwise changed by Vettit without notice to any other party other than changing the agreement itself made available on the Vettit Corporate web site.