HomeMy WebLinkAboutSoftware Upgrade for Animal Shelter City of Jeffersonville
Government Contract Coversheet
Please note: All information MUST be completely filled out and submitted to Clerk's Office
within 48 hrs of execution.
Date Submitted to Clerk: 4/12/2023
Department: Animal Shelter
Vendor Name: Petpoint
Sign Date: 4/12/2023
Ending Date:
Amount of Original Contract:
Is this an amendment or change order
to original contract? Yes or No
Amended Contract Amount: $2,500
Purpose: Shelter software upgrade
For Clerk's Office to fill out
Date uploaded to Gateway:
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PETPOINT APPLICATION SERVICE PROVIDER AGREEMENT
This Application Service Provider Agreement(this"Agreement")is made and entered into as of ,(the"Effective Date")by
and between:
Pethealth Services(USA)Inc., Jeffersonville Animal Shelter
3315 Algonquin Road,Suite 310 -and- 201 Willinger Ln.
Rolling Meadows,IL 60008 Jeffersonville,IN 47130
("Pethealth") (the"Client")
This Agreement governs the relationship between Pethealth and the Client and is entered into for Pethealth to provide the Client with access to
software and services on an application service provider("ASP")basis,pursuant to the terms and conditions described in this Agreement.
In consideration of the mutual covenants contained herein and other good and valuable consideration,the receipt and adequacy of which are
hereby acknowledged,both Parties agree as follows:
1. DEFINITIONS
The capitalized terms used in this Agreement shall have the meanings as defined below.
Additional Services: Means any services provided by Pethealth to the Client for an additional fee pursuant to this Agreement,including
but not limited to database conversion,training,support and custom development additions.
Affiliate: Means a business entity that,directly or indirectly,through one or more intermediaries,controls,is controlled by,
or is under common control with,the applicable Party.
Application: Means the general production version of the PetPoint Shelter Data Management Software,including all updates,
improvements and enhancements.
ASP: Means application service provider and refers to Pethealth.
ASP Service(s): Means any service(s)in relation to the Application provided by Pethealth to the Client pursuant to this Agreement.
Client: Means the entity named and entering into this Agreement with Pethealth.
Client's Data: Means the data entered into the Application by the Client.
Communications: Has the meaning given in Schedule C.
Confidential Information: Refers to the information the Parties may disclose or make available to one another in connection with this
Agreement which is considered by the disclosing Party to be confidential or proprietary information about itself or
its business,products or services.This includes,but is not limited to:(a)the terms of this Agreement,unless
prohibited by law;and(b)any other information,communication or data,in any form,including,but not limited to,
oral,written,graphic or electronic forms,which the disclosing Party identifies as confidential or which is of such a
nature that the receiving Party should reasonably understand that the disclosing Party desires to protect such
information against unrestricted disclosure or use,including,without limitation,business information,financial data
and marketing data.
Notwithstanding the foregoing,Confidential Information does not include information that is:(a)generally known in
the public(other than through unauthorized disclosure);(b)rightfully in the receiving Party's possession prior to
disclosure as evidenced by competent written proof;(c)independently developed by the receiving Party without
reliance on or reference to the disclosing Party's Confidential Information;or(d)rightfully received by the receiving
Party from a third party without a duty of confidentiality,provided that(i)the receiving Party has no knowledge
that such information is subject to a confidentiality agreement and(ii)such information is not of a type or character
that a reasonable person would have regarded it as confidential.
Consenting Parties: Has the meaning given in Schedule C.
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Fee: Refers to any payments made by the Client to Pethealth in connection with this Agreement including,but not
limited to,the Application onboarding fee and Additional Services fee(s).
Force Majeure: Means a cause or event that is not reasonably foreseeable or not otherwise caused by or under the control of
Pethealth including acts of God,fires,floods,explosions,riots,wars,hurricanes,sabotage,terrorism,vandalism,
accident,restraint of government,governmental acts,injunctions,insurance regulatory and compliance acts,labor
strikes or internet service provider failure or delay.
Go-Live Means the date the Client begins daily use of the Application.
Offer: Has meaning given in Schedule B.
Party,Parties: "Party"means either Pethealth or the Client,as applicable."Parties"refers to Pethealth and the Client collectively.
Personnel: Means the Affiliates of each Party,and the directors,officers,employees,agents,representatives,advisors and
volunteers of each Party and their Affiliates,as applicable.
Pethealth: Means Pethealth Services(USA)Inc.,the Application Service Provider,an Illinois Corporation.
Pethealth Advantage Has the meaning given in Schedule B.
Program:
Proprietary Information: Means any and all information relating to the Application and the ASP Services,including the databases,computer
programs,screen formats,report formats,interactive design techniques,formulae,processes,systems,software,
extended format reports and other information forming part of,relating to or made available as part of the
Application and the ASP Services that is proprietary to Pethealth and/or its licensors and all related copyrights,
trademarks,service marks,trade secrets,patents or other intellectual property and ownership rights of Pethealth or
its subsidiaries and Affiliates and its relevant licensors.
Trial: Has the meaning given in Schedule B.
2. CLIENT'S USE OF THE APPLICATION
2.1. Right to Access and Use.Subject to the terms and conditions of this Agreement,Pethealth grants the Client the right to use the
Application on a remote basis through the ASP for the purpose of managing the Client's data and for related purposes relating to the
management of customer data in the animal welfare industry.The Client is authorized to use all functionality and all configurations of the
Application(including all updates)that are made available through the ASP or made generally available by Pethealth.
2.2. Terms of Use.The Client will not(a)make any ASP Service or content available to,or use any ASP Service or content for the benefit of,
anyone other than the Client,(b)sell,resell,license,sublicense,distribute,make available,rent or lease any ASP Service or content,or
include any ASP Service or content in an ASP Service bureau or outsourcing offering,(c)use an ASP Service or third party application to
store or transmit infringing,libelous,or otherwise unlawful or tortious material,or to store or transmit material in violation of third party
privacy rights,(d)use an ASP Service or third party application to store or transmit malicious code,(e)interfere with or disrupt the
integrity or performance of any ASP Service or third party data contained therein,(f)attempt to gain unauthorized access to any ASP
Service or content or its related systems or networks,(g)permit direct or indirect access to or use of any ASP Service or content in a way
that circumvents a contractual usage limit,or use any of Pethealth's ASP Services to access or use any of Pethealth's intellectual property
except as permitted under this Agreement,(h)copy an ASP Service or any part,feature,function or user interface thereof,(i)copy
content except as permitted,(j)frame or mirror any part of any ASP Service or content,other than framing on the Client's own intranets
or otherwise for the Client's own internal business purposes,(k)access any ASP Service or content in order to build a competitive product
or Service or to benchmark with a third party product or ASP service,or(I)reverse engineer any ASP Service(to the extent such
restriction is permitted by law).Any use of the ASP Services in breach of this Agreement by the Client that in Pethealth's judgment
threatens the security,integrity or availability of Pethealth's ASP Services,may result in Pethealth's immediate suspension of the ASP
Services,however,Pethealth will use commercially reasonable efforts under the circumstances to provide the Client with notice and an
opportunity to remedy such violation or threat prior to such suspension.
2.3. No Retained Rights.The Client understands and agrees that their right to use the Application is provided on a limited,non-exclusive,non-
transferable and revocable basis.In no event will the Client obtain or retain any other right of access or use or retain any right,title or
interest,whether in the form of intellectual property or any other ownership rights or interests,in or to the Application(or any
modifications,improvements,enhancements,upgrades or any derivative works based upon the Application).
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5.6. Taxes.The Client shall be responsible for any applicable sales,use,excise,value added,services,consumption or other tax that is
assessed on the grant of the right to use the Application or any part of the provision of ASP Services or on any payments due to Pethealth
under this Agreement.
6. PROPRIETARY RIGHTS
6.1. Application and Proprietary Information.The Client acknowledges that the Application and all Proprietary Information of Pethealth are
and will at all times remain the sole and exclusive property of Pethealth or its licensors.
6.2. Client's Data.The Client shall retain sole ownership of all the Client's Data.Pethealth shall have the sole and exclusive right to use the
Client's Data for the purpose of promoting,marketing and soliciting enrollment in Pethealth Inc.products and services,including,but not
limited to,microchip,on-line adoptable pet promotion services and insurance products and services.In addition,the Client acknowledges
that Pethealth may use the Client's Data for the purpose of data aggregation to form summary statistics used in industry reports and
other industry related data reporting initiatives.Aggregate data obtained from the Client's operations used to form summary statistics
will be combined with aggregate data obtained from other Application users and shall contain no information specifically identifying the
Client or their operations.The Client agrees that such use by Pethealth shall not constitute a breach of the confidentiality provisions of
this Agreement.
7. CONFIDENTIALITY
7.1. Permitted Use.Each Party will use Confidential Information received from the other Party solely for the purpose of rendering services
pursuant to this Agreement or otherwise discharging its obligations hereunder and will take all reasonable precautions to ensure that it
does not disclose to any third party such Confidential Information without the prior written consent of such other Party.Notwithstanding
the foregoing,a Party may disclose such Confidential Information:(a)to its employees and agents,on a need-to-know basis,who are
bound by obligations of non-disclosure and limited use at least as stringent as those contained within this Agreement;and(b)to the
extent required by law or by the request or requirement of any judicial,legislative,administrative or other governmental body,upon
reasonable notice to the other Party.
7.2. General.Each Party shall be responsible for any breach of the confidentiality provisions of this Agreement by its employees and agents.
All Confidential Information will remain the sole property of the disclosing Party and no proprietary rights shall be granted to the
counterparty by this Agreement or by disclosure of Confidential Information under this Agreement.Upon request by the disclosing Party,
all Confidential Information must be promptly returned or destroyed.Notwithstanding the foregoing,Pethealth shall not be required to
purge its computer archives.The confidentiality obligations with respect to any information that is not considered to be a"trade secret"
under applicable law will expire three(3)years after the termination or expiration of this Agreement.
8. PUBLICITY
8.1. Non-Advertisement.Both Parties agree that they may not,without the written consent of the other Party:
a) Advertise or otherwise make known to others any information regarding this Agreement,including,but not limited to,any fee or
commission arrangements,unless prohibited by law;
b) Use any endorsement,quote or picture implying endorsement of the other Party or its Personnel in any advertising,sales
promotion,press release or other public document;or
c) Use or display the name or mark(s)of the other Party.
8.2. Exception.Notwithstanding the foregoing,the Parties agree that either Party may display the name and marks of the other Party and it's
Affiliates in its facilities(including any affiliate facilities and/or affiliate branches or clinics)and on their website for the purpose of the
Pethealth Advantage Program.
9. WARRANTIES AND DISCLAIMERS
9.1. The Application is provided on an"as is,where is"basis,without any representation or warranty or condition of any kind under
applicable law.Pethealth disclaims all conditions,terms,representations and warranties which have been express or implied,written or
oral,statutory or otherwise,including,but not limited to,warranties of merchantability,quality,fitness,title or non-infringement.
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5.6. Taxes.The Client shall be responsible for any applicable sales,use,excise,value added,services,consumption or other tax that is
assessed on the grant of the right to use the Application or any part of the provision of ASP Services or on any payments due to Pethealth
under this Agreement.
6. PROPRIETARY RIGHTS
6.1. Application and Proprietary Information.The Client acknowledges that the Application and all Proprietary Information of Pethealth are
and will at all times remain the sole and exclusive property of Pethealth or its licensors.
6.2. Client's Data.The Client shall retain sole ownership of all the Client's Data.Pethealth shall have the sole and exclusive right to use the
Client's Data for the purpose of promoting,marketing and soliciting enrollment in Pethealth Inc.products and services,including,but not
limited to,microchip,on-line adoptable pet promotion services and insurance products and services.In addition,the Client acknowledges
that Pethealth may use the Client's Data for the purpose of data aggregation to form summary statistics used in industry reports and
other industry related data reporting initiatives.Aggregate data obtained from the Client's operations used to form summary statistics
will be combined with aggregate data obtained from other Application users and shall contain no information specifically identifying the
Client or their operations.The Client agrees that such use by Pethealth shall not constitute a breach of the confidentiality provisions of
this Agreement.
7. CONFIDENTIALITY
7.1. Permitted Use.Each Party will use Confidential Information received from the other Party solely for the purpose of rendering services
pursuant to this Agreement or otherwise discharging its obligations hereunder and will take all reasonable precautions to ensure that it
does not disclose to any third party such Confidential Information without the prior written consent of such other Party.Notwithstanding
the foregoing,a Party may disclose such Confidential Information:(a)to its employees and agents,on a need-to-know basis,who are
bound by obligations of non-disclosure and limited use at least as stringent as those contained within this Agreement;and(b)to the
extent required by law or by the request or requirement of any judicial,legislative,administrative or other governmental body,upon
reasonable notice to the other Party.
7.2. General.Each Party shall be responsible for any breach of the confidentiality provisions of this Agreement by its employees and agents.
All Confidential Information will remain the sole property of the disclosing Party and no proprietary rights shall be granted to the
counterparty by this Agreement or by disclosure of Confidential Information under this Agreement.Upon request by the disclosing Party,
all Confidential Information must be promptly returned or destroyed.Notwithstanding the foregoing,Pethealth shall not be required to
purge its computer archives.The confidentiality obligations with respect to any information that is not considered to be a"trade secret"
under applicable law will expire three(3)years after the termination or expiration of this Agreement.
8. PUBLICITY
8.1. Non-Advertisement.Both Parties agree that they may not,without the written consent of the other Party:
a) Advertise or otherwise make known to others any information regarding this Agreement,including,but not limited to,any fee or
commission arrangements,unless prohibited by law;
b) Use any endorsement,quote or picture implying endorsement of the other Party or its Personnel in any advertising,sales
promotion,press release or other public document;or
c) Use or display the name or mark(s)of the other Party.
8.2. Exception.Notwithstanding the foregoing,the Parties agree that either Party may display the name and marks of the other Party and it's
Affiliates in its facilities(including any affiliate facilities and/or affiliate branches or clinics)and on their website for the purpose of the
Pethealth Advantage Program.
9. WARRANTIES AND DISCLAIMERS
9.1. The Application is provided on an"as is,where is"basis,without any representation or warranty or condition of any kind under
applicable law. Pethealth disclaims all conditions,terms,representations and warranties which have been express or implied,written or
oral,statutory or otherwise,including,but not limited to,warranties of merchantability,quality,fitness,title or non-infringement.
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10. MUTUAL INDEMNIFICATION
10.1. Indemnification by Pethealth.Pethealth shall indemnify and hold the Client harmless from and against any loss,damage,claim,cost,
expense or other liability suffered or incurred by the Client as a result of any claim or cause of action by a third party arising out of or
relating to any alleged infringement of copyright or any other property right arising out of the use of the Application and the ASP
Services.
10.2. Indemnification by the Client.The Client shall indemnify and hold Pethealth harmless from and against any loss,damage,claim,cost,
expense or other liability suffered or incurred by Pethealth as a result of any claim or cause of action by a third party arising out of or
relating to:(a)the Client's use of the Application and the ASP Services,or(b)ownership or rights in any data received by Pethealth from
the Client or any information derived therefrom.
10.3. Interpretation.For the purposes of this Section 10,references to each Party shall include each Party's respective Personnel.
11. LIMITATION OF LIABILITY
11.1. Limitation of Liability.IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING
OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT AND THEIR AFFILIATES HEREUNDER FOR
THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE(12)MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY
AROSE.THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF
LIABILITY,BUT WILL NOT LIMIT THE CLIENT'S AND THEIR AFFILIATES'PAYMENT OBLIGATIONS UNDER THE"FEES AND PAYMENT"SECTION
ABOVE.
11.2. Exclusion of Consequential and Related Damages.IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT
OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS,REVENUES,GOODWILL,OR INDIRECT,SPECIAL,INCIDENTAL,
CONSEQUENTIAL,COVER,BUSINESS INTERRUPTION OR PUNITIVE DAMAGES,WHETHER AN ACTION IS IN CONTRACT OR TORT AND
REGARDLESS OF THE THEORY OF LIABILITY,EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR IF A PARTY'S OR ITS AFFILIATES'REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.THE FOREGOING DISCLAIMER WILL
NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
12. TERM AND TERMINATION
12.1. Term of Agreement.This Agreement commences on the Effective Date and continues until all subscriptions hereunder have expired or
have been terminated.
12.2. Termination for Cause.Either Party may terminate this Agreement for cause:
a) Upon thirty(30)days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such
period;or
b) Upon thirty(30)days written notice if the other Party becomes the subject of a petition in bankruptcy or any other proceeding
relating to insolvency,receivership,liquidation or assignment for the benefit of creditors.
12.3. Termination for Convenience.Either Party may terminate this Agreement without cause by providing sixty(60)days written notice to the
other Party.
12.4. Refund or Payment upon Termination.If this Agreement is terminated by the Client in accordance with Section 12.2,Pethealth will
refund the Client any prepaid fees covering the remainder of the term after the effective date of termination.If this Agreement is
terminated by Pethealth in accordance with Section 12.2 the Client will pay any unpaid fees covering the remainder of the term. In no
event will termination under Sections 12.2 or 12.3 relieve the Client of its obligation to pay any fees payable to Pethealth for the period
prior to the effective date of termination.
12.5. Data Portability.After the termination of this Agreement,Pethealth will immediately shut off the Client's access to the Application.Upon
request,Pethealth will provide the Client with a complete duplicate of the Client's Data.
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13. CONSENT TO CONTACT
13.1. If the Client elects to participate in the Pethealth Advantage Program as specified in Section 4.1 and Schedule B,then the Client shall also
cooperate with Pethealth to collect and record the consent of third-parties to receive further communications from Pethealth and its
Affiliates,as specified in Schedule C.
14. GENERAL
14.1. Relationship.The Parties are independent contractors.This Agreement does not create a partnership,franchise,joint venture,agency,
fiduciary or employment relationship between the Parties.
14.2. Amendments.This Agreement may not be amended except by the written agreement of the Parties substantially in the form attached as
Schedule E.The terms and conditions outlined in the Schedules are subject to change and Pethealth will make commercially reasonable
efforts to provide the Client with thirty(30)days'prior written notice of any intended changes.The Client's continued use of the
Application and abidance of the revised terms and conditions after thirty(30)days means that the Client has accepted the revised terms
and conditions.
14.3. Assignment.This Agreement may not be assigned by the Client without the prior written consent of Pethealth and any alleged
assignments by the Client without Pethealth's prior written consent will be null and void.This Agreement will be binding on and exist to
the benefit of both Parties,including their respective successors and permitted assigns.
14.4. Governing Law.This Agreement will be governed by and interpreted in accordance with the laws of the State of Illinois and the
applicable laws of the United States of America without regard to the conflicts of law principles.
14.5. Severability.If any part of this Agreement is found void and unenforceable,it will not affect the validity of the balance of this Agreement,
which shall remain valid and enforceable according to its terms.
14.6. Entire Agreement.The entire relationship between Pethealth and the Client is governed by this Agreement,including all Schedules
thereto and,if applicable,any amending agreement(including any additional Schedules that may form part of it)and replaces and
terminates all prior oral or written agreements,arrangements or understandings between the Parties as of the Effective Date.
14.7. Survival.The obligations imposed by Sections 6,7,9,10,11, 12.4, 12.5 and 14 will remain in force after the termination of this
Agreement.
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By signing this Agreement,both Parties are entering into the Agreement as of the Effective Date and agree to the terms and conditions outlined
within.
PETHEALTH: Name of Signer:
Pethealth Services(USA)Inc. Steve zei dman
Address: Signer's Title:
3315 Algonquin Road Suite 310 vice President, Software Solutions
Rolling Meadows,IL 60008 Signature:
Telephone:
1-866-600-4815
Signer's Telephone:
Email:
info@PetPoint.com 1-866-630-7387 ext.
Signer's Email:
steve.zeidman@pethealthinc.com
Date:
20 April 2023 I 11:19 AM EDT
CLIENT: Name of Signer:
Jeffersonville Animal Shelter Sarah Green
Billing Address: Signer's Title:
201 Willinger Lane Di rector
Jeffersonville IN 47130 Signature:
Sarah E Green y..
SArAL,r u,.
Telephone: Signer's Telephone:
812-282-0071
Billing Email: Signer's Email:
sgreen@cityofjeff.net sg reen@Ci tyof]eff.net
Date:
10 April 2023 I 10:51 AM EDT
Name of Signer:
Mike Moore
Signer's Title:
Mayor
Signature:
Signer's Telephone:
Signer's Email:
mmoore@cityofjeff.net
Date:
19 April 2023 I 3:02 PM EDT
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SCHEDULE A—Fees and Pricing
1.PetPoint Annual Subscription Fee:The Client shall choose one(1)of the annual software subscription options and pay Pethealth the
subscription fee as outlined below on an annual basis.The PetPoint Annual Software Subscription fee shall be due on the first day of each contract
year.A quarterly payment option is available.
PetPoint Professional: PetPoint Professional—Advantage Program:
a) With Phone and Chat Support-$9,000 a) Online Support-$0.00
b) Phone and Chat Support—$1,000
PetPoint Enterprise(Builders and Constituent Services not included): PetPoint Enterprise(Builders and Constituent Services not included)—
Advantage Program:
a) Phone and Chat Support-$10,000 a) Phone and Chat Support-$2,500
2.Subscription Includes:
PetPoint Professional: PetPoint Enterprise:
a) One application and database instance of PetPoint a) One application and database instance of PetPoint
Professional. Enterprise.
b) Hosting and file storage on Microsoft Azure b) Hosting and file storage on Microsoft Azure
c) Advanced Productivity Suite
3.Onboarding Fee:A one-time onboarding fee shall be paid by the Client to Pethealth at the commencement of this Agreement as outlined in
Schedule D.
Included in the onboarding fee:
a) Computer-based learning courses(20+hours of available courses as required).
b) Project managed by Engagement Team Member consisting of regular check-ins throughout the self-guided onboarding.
c) Online web form support during business hours*.
*Monday through Friday 9:00 a.m.to 6:00 p.m.eastern time,except for Pethealth observed holidays.
4.Additional Services:Additional Services shall be offered and priced by a separate Statement of Work.These services may include,but are not
limited to data conversion,custom development,configuration,report building and end user training.
5.Pet Licensing Fee(applicable to Clients with Constituent Services):The Client accepts that there will be a fee,as outlined below,for each pet
license issued by the Client via PetPoint Application's online licensing.Beginning in year two(2),the Client shall receive an invoice at the
commencement of each contract year for all licenses issued during the previous contract year.The Client shall pay Pethealth any invoice charges in
accordance with Section 5.3 of this Agreement.
Number of Pet Licenses Issued: 1-50,000 50,001-100,000 >100000
License Fee: $0.75 per license $0.50 per license $0.25 per license
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SCHEDULE B— Pethealth Advantage Program
By initialing below and on Schedule C,the Client agrees to the following terms and conditions outlined in this Schedule B and Schedule C regarding
the usage and promotion of Pethealth microchips,lost pet recovery services,email offerings and adoptable pet promotion(collectively,the
"Pethealth Advantage Program").
1.Pethealth Advantage Program:
a) The Client shall exclusively purchase, use, recommend and promote Pethealth microchips and lost pet recovery services (currently
branded as 24PetWatch) in their facilities (including any affiliate facilities, branches or clinics under the Client's control) for the
implantation and identification of all canine and feline companion animals,as specified below.
b) The Client shall implant all canine and feline companion animals offered for adoption with a Pethealth microchip,unless such animal is
already microchipped at time of intake.The Client shall also exclusively use Pethealth microchips for any implantation and identification
of canine and feline companion animals in the communities serviced by the Client.
c) The Client shall register all microchips, regardless of brand, in the Pethealth microchip lost pet recovery program via the Application,
including a valid email address and phone number from the owner or adopter,within 48 hours of receiving such information.
a. Pethealth reserves the right to charge a fee of$4.85 for each non-Pethealth microchip registered if the Client discontinues
their participation in the Pethealth Advantage Program.
d) The Client shall recommend and promote Pethealth microchips and lost pet recovery services(currently branded as 24PetWatch)to its
affiliate facilities,branches,clinics,partners,including vendors,suppliers and other members of the animal welfare industry.
e) The Client shall not purchase, recommend or promote any competitor's microchip or lost pet recovery program in their facilities
(including any affiliate facilities, branches or clinics under the Client's control). Notwithstanding the foregoing,the Client shall not be
required to implant a Pethealth microchip into canine and feline companion animals that have already been microchipped.
f) The Client shall begin using Pethealth microchips within 30 days following the Effective Date of this Agreement.
2.Pethealth Email Offerings:
a) The Client must inform adopters of the email offerings brought to you by Pethealth, Pethealth Subsidiaries and/or our Parent companies
along with the possibility of third parties,effective on the day of the Clients go live of their software.
a. From time to time we may change what offers are provided to your adopters,but prior to making those changes Pethealth will
communicate what those offerings will be 90 days in advance in writing.
b) The Client must collect consent,as per Schedule C,in order for the adopter to receive the email offers.
3.Adoptable Pet Promotion:
a) The Client shall post pets available for adoption on their website(s) using the PetPoint Adoptable Search API,which is provided as part of
the Application.If the Client does not have a website,then the Client shall setup and maintain a homepage on Petango(www.petango.com)
from within the Application.
b) The Client agrees that the format used to display animal data using the PetPoint Adoptable Search API and/or Petango cannot be altered
by the Client. Pethealth may alter,change or modify the PetPoint Adoptable Search API, Petango and any related websites without prior
notification. The Client acknowledges that the format used to display the animal data is owned by Pethealth and as such may contain
messaging by Pethealth or third-parties authorized by Pethealth.
c) The Client shall include on its website a hyperlink to the 24PetWatch website.
d) The Client shall inform Pethealth of marketing opportunities,including through the Client's shelter or rescue group,as applicable.
e) The Client shall allow Pethealth to use the Client's name and logo in Pethealth marketing materials.
f) The Client shall begin using the PetPoint Adoptable Search Module and/or homepage on Petango on the day of go live.
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SCHEDULE C—Collection of Consent
The Client or its Personnel shall solicit the consent of all adopters and any pet owner where a microchip has been implanted(the"Consenting
Parties")to receive communications from Pethealth Inc.or its subsidiaries(the"Communications").
In such instances,the Client agrees that:
a) The Client or its Personnel shall solicit each Consenting Party's express consent to receive the Communications.
b) In soliciting the consent described above,the Client or its Personnel shall ensure that:
i. the form of consent requires each Consenting Party to"opt-in"to(rather than"opt-out"of)providing its consent;and
ii. each Consenting Party has an opportunity to decline or revoke its consent.
c) The Client will record each Consenting Party's consent(or lack thereof)in the Application in the appropriate consent fields.
d) The Client shall maintain any written or recorded evidence of each Consenting Party's consent(or lack thereof)and deliver such evidence
to Pethealth immediately upon request.
e) At all times,the Parties shall treat all records and evidence of each Consenting Party's consent(or lack thereof)as Confidential
Information.
f) At all times,the Client shall ensure that proper training is provided to all applicable Personnel in soliciting consent and in maintaining the
records and evidence of each Consenting Party's consent(or lack thereof)as described in this Schedule C.
g) The Client shall adopt any other practices as requested by Pethealth to comply with applicable law(including,but not limited to,any
applicable anti-spam legislation)in respect of the activities described in this Schedule C.
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SCHEDULE D— PetPoint Payment Summary
PetPoint Annual Subscription Fee
PetPoint Subscription Type Fee Per Year #Concurrent Licensed Total Fee
Users
PetPoint Professional Advantage $1,000 Unlimited
Program—Phone and Chat Support
PetPoint Professional Advantage $0.00 Unlimited
Program—Online Support
PetPoint Professional—Phone and $9,000 Unlimited
Chat Support
PetPoint Enterprise Advantage $2,500 Unlimited
X Program(without Builders and $2,500.00
Constituent Services)—Phone and
Chat Support
PetPoint Enterprise(without Builders $10,000 Unlimited
and Constituent Services)—Phone and
Chat Support
Total Annual PetPoint Subscription Fee $2,500.00
Onboarding Fee
Onboarding Type Due Date Total Fee(one time fee)
Tier 0 10 Business Days $0
Tier 1 10 Business Days $500
Tier 2 10 Business Days $650
Tier 3 10 Business Days $1,000
Tier 4 10 Business Days $1,500
Tier 5 10 Business Days $5,000
Total Onboarding Fee $0.00
Total PetPoint Fees—Subscription and Onboarding $2,500.00
PetPoint Annual Subscription Fee Payment Frequency
Frequency
X Annual
Quarterly
Not Applicable
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SCHEDULE E—Form of Amending Agreement
PETPOINT APPLICATION SERVICE PROVIDER AMENDING AGREEMENT
This Amending Agreement(the"Amending Agreement")is made and entered into as of (the"Effective Date"),by
and between:
Pethealth Services(USA)Inc.,
3315 Algonquin Road,Suite 310 -and-
Rolling Meadows,IL 60008
("Pethealth") (the"Client")
Both Parties entering into the PetPoint Application Service Provider Agreement dated as of (the"Agreement")wish to
amend the Agreement on the terms and conditions described in this Amending Agreement.
In consideration of the Parties agreeing to amend their obligation in the existing Agreement and other good and valuable consideration,the receipt
and adequacy of which are hereby acknowledged,both parties agree as follows:
1.Amendments
Original Provision Amended Provision
2. No Other Change
Except as provided in this Amending Agreement,all of the terms and conditions of the Agreement remain unchanged and in full force and effect
and will be read with this Amending Agreement.
3.Terminology
Capitalized terms not defined in this Amending Agreement shall have the meaning as described in the Agreement.
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By signing this Amending Agreement,both parties are entering into the Amending Agreement as of the Effective Date and agree to the terms and
conditions outlined within.
PETHEALTH: Name of Signer:
Pethealth Services(USA)Inc.
Address: Signer's Title:
3315 Algonquin Road Suite 310
Rolling Meadows,IL 60008
Signature:
Telephone:
1-866-600-4815
Signer's Telephone:
Email:
info@PetPoint.com 1-866-630-7387 ext.
Signer's Email:
Date:
CLIENT: Name of Signer:
Billing Address: Signer's Title:
Signature:
Telephone: Signer's Telephone:
Billing Email: Signer's Email:
Date:
PetPoint Application Service Provider Agreement v 1-052022