Heyrex™ License Agreement: Veterinary Hospitals

Background:

A. Heyrex Ltd has developed the HeyrexVet™animal wellness platform (“the Service”) and associated hardware (“Hardware”) and has all necessary rights in, and the right to grant licenses in respect of, the Service.

B. You and Your Veterinary Hospital wish to purchase the Service for use in Your Hospital and to be able to offer the Service to Your clients as part of your veterinary care.

C. You and Heyrex have agreed to enter in to this Agreement to record the terms of use of the Service by You, and the terms on which You can offer the Service to Your clients.

D. In this Agreement, a reference to “You” (and similar terms) is a reference to the entity referred to in section 1.1, and a reference to Heyrex, “us” or “we”(and similar terms) is a reference to Heyrex Limited.

E. This Agreement shall automatically renew on each anniversary of the Commencement Date, for a further twelve (12) month period, unless either Party gives the other Party written notice at least one month before the End Date that the Agreement is not to be renewed.

SECTION 2 – HEYREX VET USE IN YOUR HOSPITAL

Note: The Hospital application of Heyrex is known as HeyrexVet™. HeyrexVet enables You to manage Your HeyrexVet clients and pets in accordance with Your general Hospital operating practices

2.1 Grant of license
Heyrex grants to You a revocable, non transferable limited license to install and use the HeyrexVet Service in Your Hospital and for Your customers, solely in accordance with the terms of this agreement. Heyrex grants You a license to market the Service and the Hardware in Your Hospital, and to that end grants You the non exclusive, non transferable, royalty free right to use the name “Heyrex” and any Heyrex logos or other trade marks adopted by Heyrex to identify the Service (‘Trade Marks’) solely in connection with the business of marketing and selling the Hardware and the Service in Your Hospital for the Term. This is a right to use only and does not operate to transfer any ownership rights in the Trade Marks. On termination of this Agreement, Your rights to use the Trade Marks will cease.

2.2 New Heyrex Services for Your Hospital
Heyrex will offer new Heyrex products to You as they become available, but does not guarantee that new Services or Hardware will be developed. This Agreement will apply to any new Services or Hardware unless Heyrex advises otherwise. The fees and charges applicable to new Services and Hardware will be determined by Heyrex.

SECTION 3 – HEYREX SUPPORT AND MARKETING

3.1 Training and support
Heyrex will work to ensure the smooth integration of the Heyrex system into Your Hospital including the provision of online training for all relevant staff. Following completion of the online training, support will be provided by Heyrex’s in-house team on an ongoing basis.

3.2 Marketing
Heyrex will provide product information, support material and marketing promotions to foster the uptake of Heyrex in Your Hospital. Heyrex will work with You to engage Your client base and to generate usage of the Heyrex Service by Your clients.

3.3 No unauthorized warranties to be given
You must not make any representations or warranty on behalf of Heyrex or any representation concerning the quality or performance or other characteristic of the Heyrex Service or Hardware, other than those which are consistent in all respects with applicable marketing material provided to You by Heyrex.

SECTION 4 – ORDERING, INVOICING, COMMISSION

4.1 Placement and fulfillment of orders
You may place orders for additional Heyrex Hardware direct with Heyrex or any Heyrex distributors in line with Your Hospital’s standard ordering procedures. Standard terms will apply to the ordering and delivery to You of Heyrex Hardware.

4.2 Invoicing
Heyrex will invoice You for the HeyrexVet fees monthly in advance and in accordance with their standard terms and service fees set out in Schedule A. Heyrex’s payment terms will be specified on its invoice

4.3 Invoice disputes
If You dispute the contents of any invoice from Heyrex, then You must notify Heyrex in writing no later than 14 days following the date of receipt of the invoice, setting out in reasonable detail the nature of the dispute. You must pay the undisputed portion of the relevant invoice by the due date for payment. Heyrex and You must endeavour to settle the dispute by agreement, and if, on resolution of the dispute, a sum is due to be paid to the Heyrex, You must pay that sum within 7 days of resolution of the dispute.

4.4 Your HeyrexVet clients at Termination
You acknowledge and agree that if You terminate Your use of HeyrexVet, any of Your clients using HeyrexVet who wish to continue doing so may ask Heyrex to migrate their Service to an alternative HeyrexVet Clinic of their choice and you may no longer receive any benefits of providing the HeyrexVet service.

SECTION 5 – WARRANTIES

5.1 Warranties
Heyrex warrants that Heyrex Hardware will be free from defects in material and workmanship for a period of twelve (12) months from the date that You receive the hardware (the ‘warranty period’). If, during this period, You experience a fault with the Heyrex Hardware, (subject to fair wear and tear, willful damage or by negligence), Heyrex will repair or replace the Hardware. Heyrex will not be liable for, any direct, indirect, incidental or consequential damages. All other warranties, express or implied, are hereby disclaimed to the maximum extent permitted by law. In particular:

(i) You agree that where You acquire the HeyrexVet Service or Hardware for use in Your business, the guarantees in the Consumer Guarantees Act 1993 will not apply; and

(ii) Heyrex does not warrant that the HeyrexVet Service will diagnose physical or behavioral conditions, or that it is a substitute for regular and thorough veterinary checks. The Heyrex Service is not a medical alert system.

5.2 Limitation of liability
In no event will Heyrex be liable to You for any indirect or consequential damages, or for loss of data or use, lost profits, or loss of anticipated savings, whether such damages were reasonably foreseeable or actually foreseen. Heyrex’s maximum total cumulative liability to You under this Agreement or otherwise for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise) will be for direct costs and damages only and will be limited to US$500 for any one event or series of connected events. No action regardless of form may be brought against Heyrex more than two years after the cause of action arose. The parties hereby acknowledge and agree that the limitations contained in this section 5.2 are reasonable in light of all the circumstances.

SECTION 6 – INTELLECTUAL  PROPERTY lICENSE AND CONFIDENTIALITY

6.1 Intellectual property
The HeyrexVet Service and all intellectual property rights in the HeyrexVet Service are and shall remain the property of Heyrex. You must notify Heyrex immediately if You become aware of any unauthorized use of the whole or any part of the HeyrexVet Service by any person.

6.2 Modification, Reverse Engineering etc
Except as expressly permitted by this Agreement, You may not license, sublicense, resell, transfer, assign, distribute or otherwise commercially exploit the HeyrexVet Service or its content in any way including to modify or make derivative works based on the HeyrexVet Service or its content; reverse engineer or access the HeyrexVet Service in order to build a product or service using similar ideas, features, functions or graphics; copy any ideas, features, functions or graphics.

6.3 Confidential Information and Customer Data
We may collect information about You and Your clients either directly or through reports derived from Heyrex so that we can invoice You and provide the HeyrexVet Service. Heyrex will use and disclose such information in its business in accordance with privacy laws. Heyrex may generate and deliver to You, or a third- party, reports containing anonymized data generated by Heyrex. Heyrex reserves the right, under extenuating circumstances, to provide a third party with a report on a patient under urgency or emergency. Notwithstanding this You and Heyrex agree that we will not divulge each other’s confidential information or any data to any third party without the other party’s prior written consent. You and Heyrex agree that our respective obligations under this section will continue beyond the termination of this Agreement.

SECTION 7 – TERMINATION

7.1 Termination by Heyrex

In addition to any other termination rights Heyrex may terminate this Agreement upon ten (10) days written notice to You if any of the following events occurs and are not remedied within the given ten (10) days notice period:

(i) Failure to pay undisputed charges within 30 days of the date due for payment

(ii) Breach of this Agreement.

This Agreement shall terminate automatically, without the need for notice, if:

(i) You become bankrupt or insolvent;

(ii) You become unable to pay Your debts as they fall due in the ordinary course of business;

(iii) A liquidator or interim liquidator is appointed in respect of You;

(iv) A receiver is appointed over all or any part of Your assets;

(v) You enter into a composition with creditors;

(vi) You cease to carry on business; or

(vii) A like event occurs in relation to You.

7. 2 Termination by You
You may terminate this Agreement upon ten (10) days written notice to Heyrex if Heyrex breaches this Agreement and does not remedy the breach within the given ten (10) days notice period.

7.3 Consequences of Termination
Upon termination of this Agreement for any reason:

(i) All sums owed by either party to the other under this Agreement will become immediately due and payable, but there shall be no other compensation payable to You on account of such termination.

(ii) You will cease all sales and promotion of the HeyrexVet Service and will cease using the licensed trademarks together with all and any intellectual property which You have been permitted to use under the terms of this Agreement.

(iii) Each party will immediately return the other party’s confidential information.

(iv) Heyrex shall have the right, at its discretion, to repurchase all or part of Your remaining Heyrex Hardware at the standard Hardware cost less any costs in repatriating such product. Any Hardware provided to You by Heyrex as part of the annual Service fee will be returned to Heyrex at no cost.

(v) The terms of this Agreement which by their nature would continue beyond the termination of this Agreement shall survive such termination.

Please note: If You stop using the HeyrexVet Service at any time, any of Your clients using HeyrexVet that wish to continue doing so may ask us to migrate their service to an alternative HeyrexVet Hospital of their choice.

SECTION 8 – MISCELLANEOUS PROVISIONS

8.1 Dispute Resolution
This Agreement is interpreted, enforced and governed by the laws of New Zealand. If a dispute arises in connection with or relating to this Agreement and the parties are unable to resolve it within twenty (20) calendar days through direct negotiations either party may refer the dispute to mediation and the parties shall:

(i) Seek to agree on a mediator, and if they cannot agree, the mediator shall be appointed by the Chair of LEADR (New Zealand);

(ii) Seek to agree on the process for mediation, and if they cannot agree, then the mediator will decide the process; and

(iii) Each pay half the mediator’s fees.

If a dispute is not resolved within sixty (60) days after the dispute notice was given, either party may commence court proceedings in relation to the dispute.

8.2 Force Majeure
Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement (other than a failure to pay an amount when due) that result from circumstances beyond the reasonable control of that party. If such circumstances continue for a continuous period of more than 3 months, either party may terminate this Agreement by written notice to the other party.

8.3 Assignment
You may not assign or transfer the whole or any part of its rights, duties or obligations under this Agreement without the prior written consent of Heyrex at its sole and absolute discretion. In the event that You sell, transfer or assign all or substantially all of Your assets to a third party then, as a condition of Heyrex’s consent, Heyrex may require that all of Your obligations arising under this agreement are transferred to and assumed by such third party.

8.4 Severability
If any provision of this Agreement shall be deemed illegal or unenforceable under law, it shall be severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and each provision shall be enforced to the maximum permissible extent.

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