Zomedica

Terms. Zomedica Inc. (“Zomedica” or “Licensor”) and you (“Buyer” or “Licensee”) have entered into one or more agreements where you have agreed to acquire one or more Zomedica devices (the “Devices”) and to license certain software to allow some of those Devices to be fully functional (“Software”). Buyer and Zomedica agree that the Agreement is binding and shall be governed and controlled by the applicable agreement, including Zomedica’s Customer Terms and Conditions, this End User Licensing Agreement (this “EULA”), Zomedica’s Privacy Policy, and Data Processing Addendum (“DPA”), all of which together are binding and referred to as the “Agreement”.

Grant of License. Zomedica hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the term of the Agreement (“Term”) to use the Software, subject to all conditions and limitations set forth herein (the “License”). This License grants to Licensee the following rights and limitations:

• • Licensee may use and access the Software in accordance with this EULA and any other documentation provided by Zomedica.
  • Licensee’s License rights under this EULA are non-exclusive and non-transferable. Licensee may not sell, transfer or convey the License to the Software to any third party without Zomedica’s prior express written consent.
  • Licensee has not obtained and does not obtain any rights except for those explicitly granted in this EULA. All rights not expressly granted to Licensee herein are reserved by Zomedica.

Licensee Responsibilities and Restrictions. Licensee warrants and represents that Licensee will only access and/or use of the Software and other resources available via the Devices to which Licensee has been granted authorized access solely for business purposes. Licensee understands and agrees that the Licensee’s identification and password are only granted to the individual accepting this EULA and to authorized users (each an “Authorized User”). Licensee agrees to take all reasonable and prudent steps to ensure that only Authorized Users learn or have access to the ID or password assigned to Licensee and any Authorized User except Zomedica customer support staff and/or Zomedica’s designees as necessary. Zomedica may block access to the Software or Device without notice. Depending on the type of Device, Licensee may be required to supply an Internet connection and compatible Web browser software. Licensee may, in addition to or alternatively, be required to download and/or install additional software on the.

Ownership of the Zomedica Software and Copyright. Zomedica is only providing Licensee with the right to access and use the Software. Zomedica retains sole and exclusive ownership of and all right, title and interest in and to the Software (including ownership of all trade secrets, trade dress, copyrights and other intellectual property rights pertaining to the Software, and to all modifications and enhancements of the Software, subject only to the rights and privileges expressly granted to Licensee by Zomedica through this EULA. In addition, the Software is presented with a distinctive “look and feel,” and this “look and feel” is the proprietary property of Zomedica. Zomedica reserves all rights in and to the Software not expressly granted under this EULA. Licensee must not place any claims, liens or encumbrances on the Software. All title, ownership and copyrights, and other intellectual property in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text, design, code, systems, processes, and methods incorporated into the Software), any accompanying printed materials, and any copies of the Software, are owned by Zomedica or its suppliers. this EULA grant Licensee no rights to use such content apart from use of the Software.

Support Service. Zomedica may provide Licensee with support services related to the Software, in its discretion. Support Services are limited to the then-current released version of the Software and related release documentation. Licensee’s use of Support Services, if any, is governed by Zomedica’s policies and programs described in this EULA any user manual, online documentation, or other Zomedica provided materials. Any supplemental Software code provided to Licensee as a part of Support Services will be considered part of the Software and subject to the terms of this EULA.

Privacy. Buyer acknowledges and agrees that use of the Device and/or the Software will require Zomedica to collect data which may include data related to the pet patient, its owner, test results, pathology reports, heart rate, temperature, other biometric data and video feed. Licensee consents to the terms of Zomedica’s Privacy Policy, and the use of such data to provide alerts and other services connected with the Devices, troubleshoot problems with the Devices or Software and to aggregate the data for use in establishing relevant baselines and for other commercial purposes including without limitation, for the purpose of publishing the aggregate data and preparing sales and marketing material and for any other purpose identified in the Privacy Policy or with user/pet owner consent. Licensee consents to the use of data for such purposes and, if necessary, obtain the relevant consent from customers. With respect to technical information Licensee provides to Zomedica as part of the Support Services, Zomedica may use such information for its business purposes, including for product support and development. Zomedica may also use such data in anonymized or de-identified form for the purposes set forth in the Privacy Policy. Zomedica will not utilize such technical information in a form that personally identifies Licensee except to the extent necessary to provide Licensee with support or other services related to the Software.

Data Protection. Licensee acknowledges that the transmission of data via the Software is subject to the likelihood of human and machine errors, omissions, delays and losses (including but not limited to viruses or inadvertent loss of data or damage to media) that may give rise to loss or damage. Zomedica will not be liable for any such errors, omissions, delays or losses, except to the extent caused by its gross negligence or willful misconduct (and subject to all other terms and conditions of the Agreement). When an end user accesses data on the Software, e.g. a comment or attachments to a publication or comment, a copy of that data is copied to that user’s local computer (this is called “caching” and is part of how web browsers work). Caching is used to improve the speed of the Software when a Licensee repeatedly accesses graphics or data during a session. Once pages and/or data have been cached on a Licensee’s local computer that data is beyond the control of Zomedica and may be accessible to anyone with access to Licensee’s computer. Each end user assumes all risk and liability associated with any data cached to that end user’s local computer. Zomedica strongly recommends that Licensee and all end users empty the web browser cache when Licensee and/or end user logs out of a Zomedica session to ensure that any cached files from the Zomedica session are deleted from Licensee and/or end user’s computer. The Software should only be used as a conduit for information, not as primary information storage. Licensee is responsible for adopting reasonable measures to limit the impact of data loss (such as corruption or virus infection), including (a) keeping on Licensee’s local computer backup copies of data Licensee transmits via the Software in the event Licensee has to re-transmit the data; (b) verifying the data in documents or other materials before transmitting them via the Software; and (c) verifying that documents and other information you have posted to the Software has been properly posted and have been permissioned to only those persons to whom Licensee grants access. Licensee shall also run antivirus software on any computer you use to access the Software and shall ensure that documents and files transmitted through the Software have been scanned for viruses. The parties agree that any processing of personal data in connection with the performance of the Agreement shall be governed by the terms of the DPA, which is hereby incorporated by reference into the Agreement and this EULA.

Replacement, Modification, and Upgrades. Zomedica may, from time to time and at Zomedica’s discretion, replace, modify or upgrade the Software. If and when Licensee accepts any such replacement, modified, or upgraded Software (“Additional Software”), the Additional Software will be considered part of the Software and Licensee’s use of the Additional Software subject to the terms of this EULA, or terms superseding this EULA that accompanies such Additional Software. By using the Additional Software Licensee agrees to be bound by the superseding or then current Terms. Zomedica reserves the right to discontinue support and software for any version other than the then-current released version or updated Software. To be eligible to use the Additional Software, Licensee must first be licensed and current in Licensee’s Subscription. Subsequent to your acceptance of the Additional Software, Licensee may no longer use the previous Software Version.

Intellectual Property Rights. Zomedica retains all rights, titles, and interest in the Software and all services provided in relations thereto, including any related intellectual property, except as expressly licensed under this EULA. Licensor is granted a license to use the intellectual property solely in connection with the licensed user of the Software, which includes user of trademarks, service marks or trade names associated with the Software in promotional materials or documentation. The Software is protected by U.S. copyright, patent and other U.S. and international laws and international treaty provisions. Licensee may not use, copy, modify or distribute the Service (electronically or otherwise), including the source code for any portion of the Service, or any copy, adaptation, transcription or merged portion thereof, except as expressly authorized by Zomedica hereunder or otherwise in writing. Licensee may not modify, reverse engineer, disassemble, decompile, translate, create derivative works from or otherwise alter the Software, except where such action is necessary to develop an independent interoperable program (and in such circumstances such action shall only be permitted on the prior written consent of Zomedica, such consent not to be unreasonably withheld or delayed). Licensee may not transfer, lease, assign, rent or sublicense the rights granted to Licensee under this EULA or make the Software available for the use of other persons through Licensee’s identification number and password. Licensee may not use any portion of the Software for any purpose other than its intended purpose.

Use Restrictions. Licensee must not use the Software to harm others or the Software. For example, Licensee must not use the Software to harm, threaten or harass another person, organization or Zomedica. Licensee must not: damage, disable, overburden, disrupt or impair the Software (or any network connected to the Software); resell or redistribute the Software or any part of it; use any unauthorized means to modify, reroute or gain access to the Software or attempt to carry out these activities; or use any automated process or service (such as a bot, a spider or periodic caching of information stored by Zomedica) to access or use the Software. In addition, you promise that you will not and will not encourage or assist any third party to:

• • remove, obscure or alter any proprietary rights notice pertaining to the Software;
  • use the Software to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate end user data: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any end user data that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
  • access or attempt to access Zomedica’s other accounts, computer systems or networks not covered by this EULA, through password mining or any other means;
  • cause, as determined by Zomedica in its sole discretion, inordinate burden on the Software or Zomedica’s system resources or capacity.

Limitations on Reverse Engineering. Licensee has no right to modify or create derivative works based on the Software to the extent such modifications infringe on Zomedica’s intellectual property rights. Licensee shall not reverse engineer, de-compile, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, reproduce, create derivative works from, distribute or provide others with the Software in whole or part, transmit or communicate the application over a network except and only to the extent that such activity is expressly permitted by this EULA.

Termination; Access to Service. Either Licensee or Zomedica may terminate this EULA Licensee’s access to the Software (in whole or in part), with immediate effect by providing notice of such termination to Zomedica or the party who has contracted with Zomedica for the Software. Without limiting the foregoing, Zomedica may immediately suspend Licensee’s access to the Software or any utility used by Licensee to access or use the Software if Licensee’s use of the Software or that utility (a) may, in Zomedica’s reasonable opinion, impair the ability of other end users to access or use the Software, or (b) is, in Zomedica’s reasonable opinion, in violation of any federal, state, local or foreign laws, rules, regulations and ordinances. Upon termination of this EULA, the License granted pursuant to this EULA will terminate, and you must immediately cease all access to and use of the Software through any means. Upon termination of this EULA for any reason or upon discontinuance or abandonment of Licensee’s use of the Software, Licensee must promptly destroy all materials in Licensee’s possession pertaining to the Software (including all copies thereof and any proprietary software Zomedica provided to Licensee. Licensee agrees to promptly provide Zomedica with written certification of Licensee’s compliance with the terms of this paragraph upon Zomedica’s request.

Disclaimer of Warranties. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, ZOMEDICA AND ITS SUPPLIERS PROVIDE THE SOFTWARE “AS IS” WITH ALL FAULTS, MAKE NO OTHER WARRANTIES, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED CONDITIONS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY AND OTHER RIGHTS, TITLE AND QUIET ENJOYMENT WITH REGARD TO THE SOFTWARE AND ANY WARRANTIES OR REPRESENTATIONS REGARDING THE PROVISION OR FAILURE TO PROVIDE SUPPORT SERVICES, INCLUDING FAILURE TO PERFORM SUCH SERVICES OR SUPPORT IN A WORKMANLIKE OR PROFESSIONAL MANNER OR OTHERWISE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED ABOVE, ZOMEDICA DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE USE OR RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF THE CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, FREEDOM FROM OR LACK OF VIRUSES, DISABLING FEATURE, BUGS, WORM OR HARMFUL SOFTWARE CODE, E PERFORMANCE. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE, INCLUDING ANY RISK, DAMAGE OR LOSS INCURRED BY YOU THROUGH USE OR DOWNLOADING THE SOFTWARE. THE EXCLUSION OF IMPLIED WARRANTIES IS NOT PERMITTED BY SOME STATES OR JURISDICTIONS. SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO LINCESEE. IN THAT CASE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE EARLIER DATE OF DOWNLOAD OR ACTIVATION OF THE SOFTWARE.