As an authorized agent of the medical practice below (“Client”), you agree for and on behalf of Client to purchase
Upgrade & Support Services from Metron Support Services (“MSS”) delivered by MSS or assigned agents and provided in connection with the use of the EponaTech Metron product, subject to the accompanying terms and
conditions. Client must comply with the Technical Requirements before receiving support services. If needed, MSS will assist with such compliance at an additional charge.
Client shall cooperate with MSS and provide reasonable assistance (including but not limited to providing access and information regarding Client's computer system) to allow MSS to fulfill its
obligations under this Metron Upgrade & Support Signup Form. Client acknowledges that MSS is not a veterinarian and does not provide medical advice.
Client shall be solely responsible for the accuracy of any veterinary medical advice provided to its patients through or when using the EponaTech Metron Imaging Software or MSS Services.
Warranties - Technical Requirements
Client warrants that it meets the Technical Requirements or shall obtain the necessary equipment and services to meet the Technical Requirements, at Client’s sole expense. Client agrees
that MSS may reasonably modify the Technical Requirements and Client shall obtain, at its sole expense, any technology necessary to comply with the Technical Requirements. Client shall notify MSS
before making changes to its equipment or services, whether or not included in the Technical Requirements, which may affect MSS's ability to provide, and Client’s ability to receive,
Services. Client’s compliance with Technical Requirements is a condition precedent to MSS’s obligations hereunder.
Limitation of Liability
MSS shall have no liability for loss, damages or expense, directly or indirectly, arising from Client’s inability to use or use of the Services, any product or system with which they are used or
to which they relate, or a third party’s unauthorized use of Services, or, with respect to MSS's obligations under this agreement, for consequential, exemplary, or incidental damages even if MSS
has been advised of the possibility of such loss, damages, or expenses, including, without limitation, damages for loss of goodwill, work stoppage, or other commercial loss. Client agrees
that MSS’s liabilities hereunder, whether arising out of contract, negligence, strict liability in tort or warranty, shall not exceed the amounts paid by the Client for the services during the
then current term.
- This Metron Upgrade & Support Signup Form and these terms and conditions constitute the final agreement between the parties relating to the matters stated herein.
This Metron Upgrade & Support Signup Form supersedes all prior and contemporaneous negotiations, correspondence, understandings and agreements between the parties relating to the subject
matter hereof. This Metron Upgrade & Support Signup Form may be amended (including the addition of new services), and its provisions may be waived, only
by the written agreement of the parties. If any provision hereof is held invalid, illegal or unenforceable, that shall not affect any other provision hereof. Client warrants that it shall
not post, shall not allow to be posted, and shall be solely responsible for the posting of: (a) any materials that infringe on any intellectual property rights of another; and (b) any libelous or
defamatory material. Client may not assign or transfer this Metron Upgrade & Support Signup Form without the written consent of MSS. MSS shall not
be responsible for delays or failures to perform resulting directly or indirectly from governmental orders or restrictions, fire, flood, acts of nature, accident, civil disturbance, or any other
cause(s) beyond its control. The laws of the State of Wisconsin shall govern this Metron Upgrade & Support Signup Form without regard to its provisions regarding conflict of laws. Any
suit between the parties concerning this Metron Upgrade & Support Signup Form shall be brought in the appropriate state or federal court in Green Bay,
Wisconsin, Brown County. In the event of a dispute arising under or in connection with this Metron Upgrade & Support Signup Form, the parties explicitly
agree to the following dispute resolution procedure: representatives of each party with settlement authority will mediate the dispute and if such mediation is not successful in resolving
the dispute, the parties shall submit the same to binding arbitration no later than thirty (30) days following the close of the mediation. The parties explicitly agree to use the rules
published by CPR at www.cpradr.org regarding the mediation and arbitration of business disputes to resolve any dispute that may arise
between them under this agreement. MSS is an independent contractor, and shall not be considered an employee of Client.
- All notices and communications conveyed hereunder shall be deemed given: (a) if in writing and served personally, (b) if by fax or email, upon receipt of confirmation, (c) if
by an overnight delivery service, upon confirmed delivery, or (d) if by United States mail, certified or registered, postage prepaid, return receipt requested, upon confirmed delivery.