One IDEXX Master Terms and Schedules

Master Terms

Welcome to the IDEXX family of leading animal health products, services and software. You are joining veterinarians worldwide in accessing leading innovations to help keep pets safe and healthy. Below are our detailed terms and conditions that apply to our products, services, and software, referred to as our “offerings”, purchased by you (“customer”, “you” or “your”) from IDEXX Laboratories, Inc. and our affiliates (“we”, “our” or “IDEXX”). If you do not agree to these terms, you are not allowed to use the offerings.

1. These Terms

1.1 Master Terms; Schedules. We provide many different offerings that are covered by these terms (“master terms”). Offerings may be described in more detail in additional documents, called “schedules”. In addition to these master terms, you must agree to the terms in the schedules, which will be referred to below as “additional terms”. If there is a conflict or inconsistency between these master terms and any additional terms, the additional terms will govern with regards to that offering. References to these master terms also include any applicable additional terms.

Additional terms specific to your offerings may be described in schedules to these master terms, including:

Schedule A: Additional terms related to maintenance and support offerings, including for in-house diagnostic equipment and digital products, practice information management software, and other such offerings provided by IDEXX from time to time;
Schedule B: Minimum technical requirements;
Schedule C: Network acceptable-use policy, subscription service availability, and data protection;
Schedule D: Additional warranty and support guidelines;
Schedule E: Third-party terms.

Schedules may be obtained from your sales representative or by contacting IDEXX Customer Support at 1-800-814-1147 or cagbusinesssupportteam@idexx.com.

1.2 Additional Definitions. For the purposes of these master terms, “software” refers to all software provided by IDEXX, including IDEXX Cornerstone Practice Management products, software integrated with IDEXX hardware, third-party software products, software used during installation, software installed on your systems by IDEXX, and software provided by us that is accessed by you through the Internet. “Documentation” means technical documentation, specifications, and operating instructions made available to you related to software and other offerings.

2. Fees, Payments and Returns

2.1 Fees. Fees applicable to our offerings are available on your “order forms” that apply to them. Fees for subscriptions and services will be as indicated on our then current list price for such services and subscriptions, and may be changed on 30 days notice to you, unless otherwise provided on your order form. Fees do not include taxes, or third-party charges of any kind, such as sales taxes or ISP charges, so if such charges apply, you will be responsible for paying them. Unless otherwise provided on your order form or schedule, payments are due on the 25th day of the month following the date of our invoice, or on their indicated due date. All costs and expenses related to collecting overdue fees, including attorney’s fees, will be payable by you.

2.2 Payments and Credits. We have the right to change payment terms or revoke credit, which we have previously extended. Overdue payments will be subject to a finance charge at the rate of 1 1/2% per month or the maximum interest rate allowed by law, whichever is lower. Payments are to be made in U.S. Dollars, Canadian Dollars for Canadian sales, or Australian Dollars for Australian sales. In addition to any other remedy available to us, if payments become overdue, we may suspend our performance related to any of our offerings, including with respect to any applicable warranty terms.

2.3 Estimates and Quotes. Estimates and quotes are not valid unless given to you in writing, and are valid for 30 days unless otherwise specified. To be valid, orders must accepted, in writing, at our corporate offices. Quotes for software upgrades are not valid until you receive a written invoice for the upgrade.

2.4 Receiving and Returning Products. Title and the risk of loss to products shipped to you (except software) passes to you at our shipping location, at the time the product was made available for pickup at that location. All sales are final, and you may not return products without our written authorization. Authorized returns are for credit only, and some products will be subject to a restocking fee.

3. Your Rights to Use the Offerings

3.1 Software Offerings. Your use of software is subject to all agreements such as end user and other license agreements, or other terms that accompanies or is included with the software. If software is provided to you without a license, then the following license grants you the right to use the software: Subject to your compliance with these master terms, IDEXX grants you a non-exclusive, limited, license to install and use the software, in object-code form only, for use only with the offering for which it is intended, during the term of the license, only for your internal business purposes, in a manner that is consistent with the Documentation. If your license is on a per seat basis, the number of authorized seats is 1 unless otherwise provided for in your order form. You may also copy documentation for your internal training purposes, as long as you do not remove any proprietary notices. If software is provided to you as part of a subscription, your license is only valid so long as your subscription is valid. Your rights to use non-software offerings are conditioned upon compliance with these master terms, including the payment of all fees.

3.2 Ownership of Our Materials. Many of our offerings contain software, proprietary content, and other materials and confidential information of IDEXX and its licensors. Unless specifically granted to you, IDEXX and its licensors own and retain all rights title and interest in and to the offerings and all related intellectual property, and nothing in these terms will confer any license to any IDEXX intellectual property by implication, estoppel, or otherwise. “Intellectual property” means patents, copyrights, trade secrets, trademarks (including trade names, logos and service marks) and confidential know-how, whether registered or unregistered, and including any applications or registrations for each, and their equivalent on a worldwide basis. You may not use our trademarks, including service marks, trade names, designs, logos and other trade dress, without our written permission.

3.3 Limits on Use. We want you to use our offerings for their intended purpose, but you are not allowed to: (a) copy, modify, or make derivative works of software; (b) sublicense, lease, sell, rent, use or otherwise transfer or make available software to any third-party; (c) reverse engineer, decompile, disassemble, or attempt to derive the source code or equivalent of software; (d) use software except as specifically allowed under the master terms or additional terms, or; (e) remove, alter, cover, or distort any copyright, patent or other attribution on or in software or other offering. Your rights to use our offerings are conditioned upon compliance with these terms.

3.4 Feedback. You have no obligation to provide us with any feedback, such as ways to improve our offerings (“feedback”), however, if you do provide feedback, then you grant us a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, unlimited, assignable license to use, reproduce, publicly perform and display, distribute, modify, and create derivative works from the feedback.

4. Confidentiality

You may receive confidential information from our licensors or us. “Confidential information” means information that is marked confidential or proprietary, or that a reasonable person should know is confidential, and includes, without limitation, all provisions of these master terms and all IDEXX pricing, or other terms related to our offerings, including IDEXX incentive programs. Confidential information also includes software, both in binary and source code, know-how, trade secrets, and non-public information about our customers, our offerings, or us. You agree to use reasonable care to protect our confidential information and to prevent the use or disclosure of it to any third party. Any breach of this section may result in irreparable harm to us, and that monetary damages may not be sufficient, therefore you agree that we will be entitled to equitable relief with regards to any breach of this section, without waiving any of our other rights or remedies.

5. Telemedicine, Consultation Services, and Third-Party Materials

Our offerings may include links to third-party sites or materials. We are not responsible for the availability of, or content from, third-party sites, including any advertising, products, or other materials made available through them. Those materials are provided on an As-Is basis, and your use of those materials will be at your own risk. You are also responsible for obtaining any necessary licenses or permissions for the use of any third-party materials, and you are liable for any claims arising out of the failure to properly obtain such licenses or permissions. Although some content available through the offerings may be clinical or related to medical treatment (“content”), you agree that content does not constitute an opinion, medical advice, diagnosis, procedure or treatment of any particular condition. Content is provided for informational or educational purposes only, on an As-Is basis, at your own risk. Diagnoses and treatment decisions are the responsibility of the primary care veterinarian, and in no circumstances should content be used as a substitute for the opinion of a medical practitioner. Some offerings may include telemedicine or the ability to confer with clinicians or others on a real-time or other basis. Any information derived from such services are also provided on an As-Is basis, are for informational purposes only and under no circumstances should such information be used as a substitute for clinical, diagnostic and treatment decisions, all of which remain the responsibility of the primary care veterinarian.

6. Reference Laboratory Services: Delivery, Handling and Retention of Specimens and Results

6.1 Delivery of Specimens. We reserve the right to refuse to accept or to rescind acceptance of any specimen, which in our judgment is likely to pose any unreasonable risk in handling and/or analysis. You represent and warrant that any specimen containing any hazardous substance, which is to be delivered to us, will be packaged, labeled, transported and delivered in accordance with applicable laws.

6.2 Quality Assurance. We will perform services consistent with our quality assurance standard operating procedures. It is your exclusive responsibility to confirm that our standard practices will meet your needs before placing any order for work.

6.3 Retention of Specimens. After we report analytical results, we routinely retain blood specimens in our storage facilities for forty-eight (48) hours, and serum specimens for six (6) days, after which we may destroy the specimens.

6.4 Hazardous Materials. We may return to you unused portions of specimens found or suspected to be hazardous, or to contain hazardous materials according to state or federal guidelines upon completion of the analytical work. We may invoice you for the cost of returning the specimen.

6.5 Specimen Containers. We reserve the right to charge a fee for specimen containers. All specimens become the property of IDEXX upon delivery to an IDEXX facility.

6.6 Retention of Reports. Unless otherwise agreed in writing, we shall retain copies of reports for a period of one (1) year, after which we may destroy the reports.

7. Your Responsibilities When Using Our Offerings

7.1 Technology Requirements. You are responsible for ensuring that you have and maintain the minimum required technology, systems, and dependencies necessary to use and access the offerings, including all costs and expenses related to those requirements. Those minimum technology requirements include all hardware, software, operating systems, network connectivity, and other technologies required to install, access, and utilize the offerings. Your minimum technology requirements may be found in your schedules, or product documentation, which may be amended from time to time. Additional information on minimum technical requirements for particular offerings may be found on schedule B.

7.2 Comply with These Terms and Obligations. You are responsible for your and your user’s compliance with these master terms, and you will be liable for any non-compliance by your users. You must use commercially reasonable efforts to prevent unauthorized use of the offerings by any other party, and must promptly notify us of any unauthorized access or use. Offerings may only be used in accordance with all applicable federal, state, local and provincial laws and regulations. Laws and regulations may apply to your use of your customer’s data and information, or communications to your customers related to the use of the offerings. Therefore, you are responsible for managing and controlling the personal information of your clients, including any necessary consents that you are required to obtain from your clients to use their personal information and to access their data. You are solely responsible for complying with all data, privacy, spam, copyright, or other laws or regulations which may apply to your or your customer’s use of the offerings, and agree to indemnify us for any liability that arises from your non-compliance with these master terms and this section.

7.3 Policy for Network Use. We value mutual respect between our customers who use our network. For more information on our acceptable network use policy obligations, see schedule C.

7.4 Electronic Communications. When using IDEXX software products or services to send electronic communications to third parties, you are responsible for complying with any local, regional and/or federal laws and regulations applicable to sending communications.  If you do business in Canada, you must comply with Canada’s anti-spam law (CASL), including but not limited to obtaining consent when required from the message recipient, providing identification of your practice as the sender, and making available an unsubscribe or opt-out mechanism for the recipient. You must adhere to message length and delivery limitations, including that portion of the message which indicates who is sending the message, a mailing address, and either a contact phone number, email address or contact page URL.

8. We Respect Your Data and Privacy

8.1 Data Policies. We respect your data and the need to protect it, so we have established a Privacy Policy, which explains how our providers or we will use your data and information. IDEXX collects your personal information to respond to your request for products, services, or information, to fulfill our obligations to you under orders or contracts, to arrange for and process payments owed by you in connection with orders or contracts, or for other limited purposes. IDEXX does not share your personal information with third parties unless required to do so by law, or as reasonably necessary to fulfill or administer orders or contracts made with IDEXX. IDEXX may also use your personal information to send you educational information, information about upcoming seminars, information about new tests that become available, and information about products and services offered by IDEXX and its partners that we think may be of interest to you. If you do not want to receive unsolicited commercial information, please contact IDEXX by email at chiefprivacyofficer@IDEXX.com. For more information about our use of your data and information, including the collection and use of your and your customer’s data and information by us, please see our privacy policy. We use third-party service providers ("data storage providers") for our web-based data storage services, including Amazon Web Services, Inc. (“AWS”). Therefore, you must also agree to the terms of the data storage providers' privacy and customer agreements, including the AWS Customer Agreement and the AWS Service Terms, each of which may be updated from time to time by AWS.

8.1.1  California Consumer Privacy Act (CCPA). This section describes IDEXX’s position as a “Service Provider” for Customer under the the California Consumer Privacy Act of 2018 [1798.100 - 1798.199] as amended (“CCPA”).  All capitalized terms not defined herein are as defined in the CCPA.

IDEXX will not collect, retain, use, or disclose Personal Information that Customer submits to IDEXX for Processing on Customer’s behalf (“Customer Personal Information”) for any purpose other than as necessary for the specific purpose of performing the services provided by IDEXX to Customer (“Services”), including not collecting, retaining, using, or disclosing the Customer Personal Information for a commercial purpose other than providing the Services. Without limiting the foregoing, IDEXX will not Sell the Customer Personal Information or retain, use, or disclose Customer Personal Information outside of the direct business relationship between Customer and IDEXX.

8.2 Data Protections. We hold your data in our possession with the same degree of care that a reasonable and careful company would exercise with similar data of its own. We will also implement reasonable security and environmental precautions to ensure a high level of system availability and data protection and recovery. For more information on our data availability, protection and recovery efforts for particular offerings, please see schedule C.

8.3 Back up Your Data. You are solely responsible for determining which of your files will be backed up when using any of our offerings, including PACS and our backup and recovery services. You must determine your own data backup and retention requirements based on your own needs and any applicable laws and regulations. You acknowledge that no backup solution is completely failsafe, and you will be solely responsible for implementing any other backup or redundant systems you deem appropriate or necessary given your circumstances, and we will not be liable for any loss of your or your client’s data. Upon termination of our services to you involving the storage of data to you, including but not limited to images related to PACS offerings, we may store such data for up to 6 months; however, we are not responsible for maintaining such data, and may delete your files without additional notice.

8.4 Diagnostic Images. By using any IDEXX service(s), including without limitation the IDEXX Web PACS, VetConnect Plus, VetMedStat, or Digital Cytology services, you grant IDEXX a royalty-free, worldwide, non-exclusive, perpetual license to access, edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display and otherwise use any diagnostic images submitted, archived, created, or accessed through such services. You acknowledge that this license does not terminate if you cease to be an IDEXX customer.  IDEXX’s use of such images may include, without limitation, use of your de-identified images (a) with other data (including data from other practices) for research and analysis, (b) to create and improve IDEXX’s commercial products and services, (c) for educational uses, or (d) for inclusion in a reference image library for use by other IDEXX customers. IDEXX does not share such images with third parties without your consent except in a de-identified format.  For purposes of this section, “de-identified” means without animal name, animal owner name, clinic name, and any personally identifiable information.

9. IDEXX Limited Warranties

9.1.1 Limited Warranty. Subject to the provisions of this Section 9, we warrant that: (a) our reference laboratory and telemedicine services will be provided in a professional manner using qualified personnel; (b) our non-software products will conform to our documentation, when stored under conditions specified by us and given normal, proper and intended usage, until the expiration of the products’ stated shelf life, or, if none is stated, for the greater of 1 year after delivery to you or as stated on your order form or sales receipt and; (c) the 2 most current release versions of our software licensed to you (including documentation), as delivered, will perform substantially in accordance with the documentation for 90 days after delivery to you. You acknowledge that no diagnostic product can warrant 100% accuracy. We do not warrant uninterrupted or error-free operation of our offerings. We do not warrant expendable or consumable parts, such as fuses, batteries, bulbs, cables, power cords, adaptors, calibrators, print heads, keyboards, mice, ribbons, tapes, CDs or other supplies or media, or third-party products, such as printers or non-IDEXX software; all of which are provided to you on an "As Is" basis. Third-party product suppliers may provide their own warranties. We do not warrant any software patch, update, upgrade, modification or other enhancement provided by us beyond the original warranty period for that software, which begins with your initial license from us. The benefit of the limited warranty described in this section extends to you only if you are the end-user of new products purchased or licensed directly by you from an authorized distributor or us. Our offerings are for professional use only by trained personnel.

9.1.2. Our Warranty Obligations. In the event of a breach of any limited warranty provided in section 9.1.1, we will, at no additional charge, during the applicable warranty period: (a) for non-software products, at our option either repair or replace a nonconforming product with new or serviceable used parts or products that are equivalent or superior to new parts or products in performance, and will return such product to you, transportation and insurance prepaid, and; (b) for software, use commercially reasonable efforts to provide modifications to any nonconforming software in an attempt to make it conforming. Our warranty on replacement parts and product repairs extends only for the remainder of any original warranty period. If we are unable to repair or replace a nonconforming product after reasonable efforts, or to make software conforming, we will refund your purchase price or license fee paid to us for the offering, for the period of non-conformance, and if requested by us, upon your return of the product. The terms of this section 9.1.2 shall be our exclusive liability and your sole remedy for breach of any IDEXX warranty.

9.1.3. More Information on Warranties. For more information about our warranty and support procedures and obligations, please see our Warranty and Support Guidelines, which are described on schedule D.

9.2 Your Warranty Obligations. You must take reasonable care of the products, maintain them in a clean and appropriate environment, and carry out any routine maintenance we recommend. You must also provide reasonable supporting data to help identify reported problems, and promptly install new release versions of software that we may make available to you. You must also upgrade your operating system software as we may periodically recommend. Your limited warranties may be voided if you do not comply with your obligations in this section.

9.3. Exceptions to Warranty Coverage. We don’t warrant the performance of our products if your use of such products is not in strict compliance with our product instructions, you use them with products or services not provided and configured by us, or if you install unapproved software applications on our products, such as third-party drivers. Failure to use only IDEXX authorized products or services on your IDEXX products voids IDEXX’s warranty obligations to you. Our warranties do not cover damage resulting from any causes external to our products, such as negligence or improper use or handling; casualty; external electrical fault; failure to follow packing or shipping instructions; use of unauthorized products in conjunction with our products; computer viruses, spyware, malware, worms or other harmful programs; or repairs or modifications made by anyone other than IDEXX or its authorized service providers. IDEXX will repair normal wear-and-tear damage only to the extent required for proper functioning of equipment under warranty; cosmetic damage is not covered.

9.4 Disclaimer of Additional Warranties. EXCEPT AS PROVIDED IN SECTION 9.1.1, IDEXX AND OUR LICENSORS MAKE NO OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND DISCLAIM ALL OTHER WARRANTIES INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CARE AND SKILL, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY WITH REGARDS TO ANY IDEXX OFFERING. THIRD-PARTY MATERIALS AND SOFTWARE OFFERED WITH OR IN IDEXX OFFERINGS, INCLUDING OPEN SOURCE SOFTWARE, ARE PROVIDED AS IS, AND ARE NOT COVERED BY ANY IDEXX WARRANTIES.

10. Ending the Agreement

We may terminate a schedule or these master terms with notice to you for any of the following: (a) a breach of section 7.3 (acceptable use policy) or other IDEXX policy; (b) infringement of our, or our licensor’s, intellectual property; (c) breach of your Confidentiality obligations in section 4, or; (d) if you breach your obligations under these master terms, and you don’t cure that breach within 30 days from notice of the breach. Termination will occur automatically if you file a voluntary petition in bankruptcy, are adjudicated bankrupt, have a trustee or receiver appointed over your assets, or become insolvent or suspend your business, or make an arrangement for the benefit of creditors. For service offerings without a contrary termination provision, either party may terminate the applicable offering, for convenience, by providing 30 days written notice to the other party. In no event will any termination for any reason effect your obligation to pay outstanding fees or give you the right to a refund. Upon termination for any reason: (a) you must stop using the offering, (b) agree to erase all copies of any software from your systems, and (c) agree to confirm that you have complied with this obligation if requested.

11. Liability Limitations

Under no circumstances will we or our licensors be liable to you or others for loss of profit or use, special, incidental, consequential, indirect, exemplary, punitive or multiple damages, including without limitation for loss of goodwill, data or equipment or for business interruption, arising out of the manufacture, sale, supply or use of any offering or failure of or delay in delivering offerings, whether based on warranty, contract, tort or otherwise, even if we or they were advised of the possibility of such damages or losses. Subject to the provisions of section 9, IDEXX’s total cumulative liability to customer, including liability arising out of any offering, whether based on warranty, contract, tort or otherwise, shall not exceed the amount customer paid for such offering during the 12 months prior to the event giving rise to the claim. The disclaimer and the limitation of liability set forth above shall apply even if any IDEXX warranty fails of its essential purpose. Customer agrees that IDEXX has set prices and entered into these terms and conditions with customer in reliance upon the disclaimers of warranty and the limitations of liability set forth in these master terms, and that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties. We specifically disclaim any liability for any actions resulting from your use of any offerings. You may use and access the offerings at your own discretion and risk, and you are solely responsible for compliance with all applicable laws or regulations or any damage to your computer system or loss of data that results from the use and access to any of the offerings. We will not be liable for, nor have any obligation to repair, damage resulting from computer viruses, spyware, malware, worms, or other harmful programs.

12. Resolution of Disputes

These master terms and all related disputes between the parties, whether in contract, tort or otherwise, will be governed by the laws of the State of Maine (or the Province of Ontario, for Canadian sales; or the State of New South Wales, for Australian sales), without reference to conflict of laws principles, and any related legal actions must be brought in a court of appropriate jurisdiction within Maine (or Ontario, for Canadian sales; or New South Wales, for Australian sales), and such court will have exclusive jurisdiction (except that IDEXX may bring an action for an injunction or similar equitable relief in any proper jurisdiction). Customer hereby waives any claim of lack of jurisdiction or inconvenient forum. IDEXX AND CUSTOMER WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION BY OR AGAINST EITHER PARTY RELATED TO THE OFFERINGS OR THE MASTER TERMS. THE PREVAILING PARTY IN ANY LEGAL ACTION SHALL BE ENTITLED TO RECOVER REASONABLE ATTORNEY’S FEES AND COSTS. To the extent allowed by law, you and IDEXX agree that any proceedings to resolve or litigate any dispute, whether in arbitration, in court, or otherwise, will be conducted solely on an individual basis, and that neither you nor IDEXX will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which you or IDEXX acts or proposes to act in a representative capacity. You and IDEXX further agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of you, IDEXX, and all parties to any such proceeding. The provisions of this section are to be enforced to the maximum extent legally available.

13. Other Terms

13.1 Notices. Official notices between us must be delivered in writing by commercial delivery services, which provides delivery tracking and proof of delivery, to customer at the address set forth on the order form, and to IDEXX at One IDEXX Drive, Westbrook, Maine 04092 USA, Attn: General Counsel. Such notices will be effective upon delivery as reasonably verified by the delivery service.

13.2 Force Majeure. Neither party will be liable to the other for any failure or delay in performance of an obligation, other than obligations to make payments, arising out of any event or circumstance beyond the reasonable control of that party, including without limitation acts of God or nature, earthquakes, fires, floods, power outages, interruptions in telecommunication services, strikes, and governmental actions.

13.3 Assignment. You may not assign or transfer any rights under these master terms, including your licenses to software, including in relation to the sale of a practice or business, to any third party without IDEXX's prior written consent. Any unauthorized attempt to do so will be null and void.

13.4 Export Obligations. You may not export, directly or indirectly, any offering in violation of any U.S. export laws or regulations.

13.5 Hardware and Materials. In order to control pricing related to some offerings or sales programs, some offerings may include quality remanufactured or refurbished instruments. If you participate in such a program, your instruments may be new or refurbished. Our standard warranties apply to any such instruments. Some offerings may also require you to trade in existing equipment in order to participate.

13.6 English Language. (Québec only.) The parties confirm that it is their wish that these master terms and any other documents delivered or given pursuant to the master terms, including without limitation, additional terms and notices, have been and shall be in the English language only. Les parties aux presents confirment leur volonté que cette convention de meme tous les documents, y compris tous avis, s'y rattachant, soient rédigés en anglais seulement.

13.7 Waiver. Our failure to enforce any provision of these master terms shall not constitute a waiver of such right. If any term of these master terms is found to be unenforceable, that term is to be modified to make that term legal and enforceable, and the balance of these master terms will continue in full force and effect, such change to be made in a manner to maximize the enforcement of the remaining terms.

13.8 Severability. If any provision of these master terms or any schedule is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected.

13.9 Government Contract Provisions. Offerings that include software and documentation acquired by or on behalf of the U.S. Government or other national government, is to be deemed "Commercial Computer Software" or "Commercial Computer Software Documentation," and absent a written agreement to the contrary, the government's rights with respect to such Software or Documentation are limited by these master terms, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a).

13.10 Antivirus Service Providers. Our antivirus services may include third-party software and services, including services from Trend Micro™. If your order includes IDEXX antivirus offerings from Trend Micro, Trend Micro is a third-party beneficiary of the provisions of these master terms, and you must agree to the additional terms provided on schedule E.

13.11 Entire Agreement. These master terms, along with any additional terms, represent the final agreement between the parties regarding the subject matter, and supersede all prior or contemporaneous agreements, whether written or oral. Any terms added by you to any order form or other document or correspondence that is inconsistent with or contrary to the terms set forth in an original IDEXX form will not become a part of the contract between the parties.

Schedule A-1

IDEXXCare Plus

This schedule applies to your IDEXXCare Plus coverage, and incorporates the IDEXX Master Terms (“master terms”) between you (“subscriber”, “you” or “your”) and IDEXX (“IDEXX”, “we” or “us”.). By signing an order form or accepting the services, you agree to the master terms and the below terms.

1. Covered Products

IDEXXCare Plus covers those IDEXX in-house diagnostic instruments and digital imaging products specified on your order form or invoice.

2. IDEXX's Extended Support Commitment

2.1 If your covered in-house diagnostic instrument or digital imaging product (other than the related IDEXX Software) does not conform to IDEXX’s published Documentation during the Term, IDEXX will, at IDEXX’s option, either repair or replace it with new parts or equipment, or serviceable used parts or equipment, that are equivalent or superior to new parts in performance.

2.2 If your related IDEXX Software does not conform to IDEXX’s published Documentation during the Term, IDEXX will attempt to modify it or make it conforming.

2.3 IDEXX will fulfill its obligations under this Section pursuant to its Support Guidelines described herein and subject to the exclusions provided herein; provided that IDEXX reserves the right to refuse to provide service to you if you are in breach of any provisions in this IDEXXCare Plus schedule

3. Support Guidelines

3.1 IDEXX will provide support during normal business hours at IDEXX service locations, except holidays. You must make any claim within the applicable coverage period. In case of malfunction, you must first contact IDEXX Customer Support by telephone at IDEXX’s number provided in your product Documentation. IDEXX telephone support is available 24 hours a day, seven days per week, except holidays. IDEXX’s support personnel will guide you in your attempt to correct your reported problems. If telephone or electronic support (as described in Sections 3.2 and 3.3) is not successful, IDEXX will provide you with further instructions. IDEXX has no obligation to provide on-site service; if it is necessary to return the product, you must do so to IDEXX’s designated facility for examination. Products may not be returned unless IDEXX has issued you a Return Material Authorization (“RMA”) prior to the return. Shipping costs for authorized returns to and from IDEXX authorized facilities are payable by IDEXX. You are responsible for costs associated with unauthorized returns, and for returns not covered by IDEXXCare Plus. Shipping costs and repairs for products returned without an approved RMA are payable by you, and repairs for such products will be billed at IDEXX’s then-standard rates for such work. All parts and products subject to exchange for different parts and products from IDEXX become the property of IDEXX.

3.2 If you wish to receive electronic support on instruments for which such support is available, you must maintain an electronic link-up with IDEXX as IDEXX may direct from time to time. IDEXX will ship you loaner equipment if IDEXX elects to repair rather than replace your equipment and the time required to complete repairs exceeds 72 hours from receipt at IDEXX’s repair facility, or otherwise at IDEXX’s sole discretion. You shall pack and return-ship to IDEXX the malfunctioning equipment the next business day after your receipt of loaner equipment. IDEXX will ship you the repaired equipment and you shall pack and return-ship the loaner equipment to IDEXX within two (2) business days after your receipt of the repaired equipment. If IDEXX elects to replace your equipment, IDEXX will ship you a replacement unit within 24 hours, during normal business hours, Monday-Friday, excluding holidays. You shall pack and return-ship IDEXX the malfunctioning equipment within two business days after your receipt of the replacement equipment. Delayed returns are subject to daily rental charges at IDEXX’s then-current rate.

3.3 For software products, IDEXX will use reasonable commercial efforts to: (1) report, track and monitor problems via the Internet, if available, (2) determine, verify and resolve problems by telephone on a callback basis during normal business hours at IDEXX’s service locations, Monday-Friday, except holidays, (3) attempt to resolve nonconformities in a time frame reasonably proportionate, in IDEXX’s judgment, to the severity of the problem, and (4) provide periodic modifications that IDEXX otherwise makes generally available to other supported customers free of charge. IDEXX will provide support only for the two (2) most current release versions of the Software. At IDEXX’s option, you may be required to upgrade to the then-current version of the Software. If you have a networked installation, and if a system malfunction occurs, you are responsible for contacting your network support provider first to determine that the issue is not due to network problems before contacting IDEXX for product support. On-site support is not included.

4. Your Obligations

You must take reasonable care of the products, maintain them in a clean and appropriate environment and carry out the routine maintenance recommended by IDEXX in the applicable Documentation, including user guides, or otherwise communicated to you from time to time. You must provide reasonable supporting data to help identify reported problems. You must promptly install new release versions of Software that IDEXX may periodically send you, and you must upgrade its operating system software as IDEXX may periodically recommend. You must treat any software patch, update, upgrade, modification or other enhancement that IDEXX may provide as “software” under your original license from us and use them only as permitted by that license. When IDEXX issues a software update, if your existing hardware does not meet minimum requirements to support that update, you will be responsible for updating your hardware; provided, however, that in certain circumstances IDEXX may choose, at IDEXX’s sole discretion, to provide updated IDEXX VetLab Station hardware to you.

5. Exclusions for Improper Use; Other Exclusions

5.1 IDEXX cannot assure you of the performance of IDEXX products if your use of such products is not in strict compliance with IDEXX product instructions, if you use them on or in conjunction with products or services not provided and configured by IDEXX, or if you install any Software applications on IDEXX products, other than those applications approved by IDEXX, including without limitation, drivers for printers or other devices. Failure to use only IDEXX authorized products or services in or on your products voids your IDEXXCare Plus coverage and IDEXX’s obligations to you.

5.2 IDEXX’s obligations under IDEXXCare Plus do not cover damage resulting from any causes external to IDEXX products, such as negligence or improper use or handling; casualty; external electrical fault; failure to follow packing or shipping instructions; use of unauthorized products in conjunction with our products; computer viruses, spyware, malware, worms or other harmful programs; or repairs or modifications made by anyone other than IDEXX or its authorized service providers. IDEXX will repair normal wear-and-tear damage only to the extent required for proper functioning of equipment; cosmetic damage is not covered.

5.3 Except as expressly set forth in this Section, IDEXX’s obligations under IDEXXCare Plus do not cover expendable or consumable parts included with covered products, such as fuses, batteries, bulbs, cables, power cords, adaptors, pipettors, calibrators, print heads, keyboards, mice, ribbons, tapes, CDs, IDEXX I-Vision CR and IDEXX-CR 1417 cassettes and cassette assemblies or other supplies or media, or third-party products, such as printers or non-IDEXX software, all of which are provided to you on an "AS IS" basis. Third-party product suppliers may provide their own warranties or extended support coverage. VetLyte Electrolyte Analyer gold level coverage includes coverage on electrodes, electrode housings, tubing sets and cleaning and conditioning solutions. 5.4 If IDEXX determines that the reported problem is not covered under IDEXXCare Plus, you must reimburse IDEXX for the costs of equipment shipping, and IDEXX will attempt to repair/replace the product at your cost, at its then-standard rates for such work, or return it to you at your instructions and cost; in such case you will also return any loaner or replacement equipment to IDEXX at your cost.

6. Maintenance Fees and Renewal Terms

If IDEXX has authorized you to pay in installments, such arrangement is an accommodation to you, and you remain obligated to pay the entire fee for the Term. If you order additional products, your maintenance fee may increase. The maintenance fee for any Renewal Term will be IDEXX’s then-current fee. IDEXX may invoice you for Renewal Terms before the current Term expires. If IDEXX does not receive payment of the maintenance fee in accordance with IDEXX’s invoices to you, or before the beginning of the Initial Term or any Renewal Term, then IDEXX reserves the right to terminate IDEXXCare Plus coverage immediately, including any IDEXX warranty or support obligations to you.

7. Coverage Gaps and Inspections

If your equipment is not under warranty or currently under IDEXXCare Plus coverage, IDEXX may at IDEXX’s option require an inspection of your equipment before IDEXX agrees to provide IDEXXCare Plus coverage (a “Warranty Inspection”). IDEXX may charge you IDEXX’s then-standard rates for Warranty Inspections, and if repairs are required IDEXX may either charge you for such repairs (including parts) at IDEXX’s then-standard rates, exclude repairs to parts that have exceeded their reasonable life from IDEXXCare Plus coverage, or vary your maintenance fee accordingly. If your IDEXXCare Plus coverage lapses, and you desire to resume such coverage, resumption of coverage will be at IDEXX’s discretion, may be subject to a Warranty Inspection, and IDEXX may charge you the applicable maintenance fees for the period of lapsed coverage.

8. Term; Termination

8.1 The initial term of this IDEXXCare Plus coverage (“Initial Term”) begins and ends on the dates specified on the Order Form or in IDEXX’s invoice to you, after which it automatically renews (each a “Renewal Term”) (a) in the case of IDEXX in-house diagnostic instruments, for successive like terms, and (b) in the case of IDEXX digital imaging products, for successive one (1) year terms, in each case unless either party gives written notice of its intent not to renew no later than thirty (30) days before the expiration of the Initial Term or then-current Renewal Term. The Initial Term together with any Renewal Term(s), is the “Term.” For IDEXX digital imaging products, the Term cannot be extended beyond the date which is seventy-two (72) months following initial installation. During the Term, IDEXX’s obligations pursuant to Section 2 above for any particular covered product become effective only upon the expiration of your standard product warranty period for such covered product.

8.2 You may terminate your IDEXXCare Plus coverage without cause upon written notice to IDEXX. IDEXX may terminate your IDEXXCare Plus coverage without cause upon 30 days written notice to you.

8.3 In the case of termination by you without cause or termination by IDEXX due to your breach, you remain obligated to pay any outstanding invoices. Further, you may be required to make additional payment to IDEXX as described in the following sentence if any service events have occurred during the then-current maintenance period (i.e., the Initial Term or, if IDEXXCare Plus coverage has extended beyond the Initial Term, the most recent Renewal Term). If service events have occurred during the then-current maintenance period and the cost of service (calculated at IDEXX’s then-current rates at the time of service) and shipping exceeds the maintenance fee you have been invoiced for the then-current maintenance period through the date of termination, then you must pay IDEXX the difference (but in no event more than the full maintenance fee you would have paid for the current maintenance period).

8.4 If IDEXX terminates other than for your breach, or if you terminate due to IDEXX’s modification of IDEXXCare Plus coverage during the then-current maintenance period, IDEXX will refund to you a pro rata portion of the maintenance fee for the then-current maintenance period.

Schedule A-2

IDEXX Cornerstone^® Practice Management System Support Services

This schedule applies to your IDEXX Cornerstone Practice Management System Support Services, and incorporates the IDEXX Master Terms (“master terms”) between you (“subscriber”, “you” or “your”) and IDEXX (“IDEXX”, “we” or “us”). By signing an order form or accepting the services, you agree to the master terms and the below terms. This schedule is effective as of November 1, 2016.

Please refer to your Veterinary Software and Services Order Form for the support level that you have elected from the options summarized under Section A below. For additional general terms and terms specific to particular support levels, see below under Sections B and C.

A. IDEXX Support Levels

Note: “Cornerstone Software” means and includes Cornerstone practice management software together with any Software Updates. “Software Updates” means and includes any patch, update, upgrade, enhancement, improvements, new release or other modification of Cornerstone Software that we provide to our software licensees.

1. Cornerstone Software Support

Cornerstone Software Support is designed for practices that want to maintain the most up to date version of Cornerstone and want access to the IDEXX Cornerstone Support team, yet are comfortable supporting their other system and hardware components. You are responsible for your own network security. Cornerstone Software Support provides:

• Telephone support coverage for troubleshooting Cornerstone software related issues and “how-to” questions on Cornerstone Software only:
  • Over the telephone configuration of Cornerstone software.
  • IDEXX will support the resolution of issues related to how third party products integrate with IDEXX Cornerstone; Coverage for third party software itself is not included, and is the responsibility of the respective vendors.
  • Does not cover issues related to failure or misconfiguration of computers, operating systems, networking equipment and peripheral devices. Note: issues not related to the configuration of Cornerstone are outside the scope of this level of support.
• Remote access support for Cornerstone Software. A high-speed Internet connection is required.
• All telephone and remote access support is provided during normal business hours from 6:30 a.m. to 8:00 p.m. Central Time, Monday through Friday, and 7:00 a.m. to 4:00 p.m. Central Time, Saturdays, except holidays. After-hours and holiday telephone support for Cornerstone Software is available on a fee-for-service basis, at IDEXX’s standard rates.
• Software Updates are provided electronically via a remote connection. If you require a DVD copy of software, an additional fee will apply.
• Web-based resource materials for Cornerstone Software.
• Monthly Cornerstone In Practice eNewsletter.
• Additional charges will apply for custom built reports that are not currently included with Cornerstone.

2. System Support

System Support is designed to build on the support included in Cornerstone Software Support to provide practices access to IDEXX’s Cornerstone Support team for assistance with IDEXX Certified products (such as servers, workstations, laptops, printers, routers and third party software). “IDEXX Certified products” are devices that have been tested and approved to ensure compatibility and optimal performance with the Cornerstone software, which are purchased exclusively through IDEXX. IDEXX Certified products must be configured based on IDEXX standard configurations and recommended settings as provided in applicable Documentation**.

In addition to the coverage included in Cornerstone Software Support described above, System Support provides practices with access to:

• Installation, configuration, troubleshooting and support, over the telephone, for IDEXX Certified products.
• Telephone and remote access support coverage for issues related to failure of IDEXX Certified products. A high-speed Internet connection is required.
• Limited coverage for equipment that is not IDEXX Certified, including recommendations related to the use of Cornerstone. Support includes:
  • Installation of external peripheral devices (such as printers, scanners and battery backups).
  • Initial troubleshooting of issues with printers or peripheral devices.
  • Initial troubleshooting of issues with workstations or servers on systems that have been configured based on IDEXX's recommended settings.
• Verification of the presence of a virus or other malware. Virus or malware removal may be provided by the antivirus software provider. There is no guarantee a virus can be removed. Any work performed by IDEXX due to a virus or malware will be provided at IDEXX’s current billable rates.
• Dispatch of hardware service by original manufacturer, if applicable, for IDEXX Certified Dell* products that are currently under manufacturer’s warranty. Not available for any other IDEXX Certified products.
• ** IDEXX Standard configurations and settings include the following:
  • For details on the current Hardware and Operating System Guidelines, including IDEXX Standard configurations and recommended settings visit www.idexx.com/cornerstonespecifications.
  • For details on Cornerstone configurations and settings visit the Backup, Network, Hardware, Security and OS section of the Cornerstone Resources section of idexx.com at https://www.idexx.com/cornerstoneresources.

3. Sentry Support

Sentry Support is designed to build on the items included in Cornerstone Software Support and System Support to provide proactive system protection. In addition to the coverage included in those services described above, Sentry Support provides practices a quarterly network assessment including:

• Verification of IDEXX Certified backup software and IDEXX Data Backup and Recovery Solution and review of error logs.
• Review of IDEXX Certified anti-virus subscription status and error logs.
• General review of system error logs to identify potential issues.
• Confirmation that equipment meets the current IDEXX Hardware and Operating System Guidelines.
• Verification of database size, log file size, image directory size.
• Report that includes findings and recommendations that are based on the above.

Sentry Support also provides 24-hour on-call support coverage for critical Cornerstone Software or IDEXX Certified product issues that prevent you from using your Cornerstone Software, such as database corruptions or server failures.

4. Hardware Guardian Service

Hardware Guardian Service is a per device service which provides a support option above and beyond the original equipment manufacturer’s warranty, available on select equipment purchased from IDEXX. This level of service is designed to reduce interruptions and downtime. Hardware Guardian requires System or Sentry Support coverage. Operating System, Software and security related events are not covered by Hardware Guardian Service.

Note: Hardware Guardian Service for Dell equipment requires the product is currently under original equipment manufacturer warranty.

In addition to the coverage included in Cornerstone Software Support, System Support, and Sentry Support described above, Hardware Guardian Service provides practices with:

• Functionally equivalent loaners or replacement equipment (at IDEXX’s discretion) in the event original equipment cannot be repaired onsite. IDEXX or manufacturer may use new or quality parts and/or equipment that are equivalent or superior in performance.
  • The original manufacturer or its authorized service provider may perform repair/replacement services at your site. If the problem cannot be corrected at your site, then the product may be repaired or replaced, at the manufacturer’s option, at an IDEXX, service provider, or manufacturer facility.
• Next Business Day shipping of loaner or replacement if reported by:
  • 11 a.m. Central Time for servers
  • 1 p.m. Central Time for workstations
  • 2 p.m. Central Time peripherals
• Does not include onsite installation.

B. Additional Terms (for all support levels)

1. Service Standards

We will use reasonable commercial efforts to provide support services at the level you have selected. We do not guarantee uninterrupted or error-free operation of software or hardware/network system equipment. We support only the two most current release versions of Cornerstone Software. For all support levels, you are responsible for your own network security. We do not provide on-site support. We may install and activate third-party software on your server and workstations to permit us to remotely access your network, in order to provide the support services to you. You authorize us to access your practice’s data through this third party software, including any client data that is included in your data, and to combine or associate such data with any other of your data that we are permitted to use, for the purposes of (a) remote monitoring, troubleshooting, diagnosing, and servicing your practice management network environment from your practice site, (b) remotely deploying, removing and upgrading your IDEXX services and system environment, (c) providing your clinic with analysis of its software and hardware performance and utilization either on a stand-alone basis or in comparison with other de-identified clinics, (d) backing up and storing your data, (e) aggregating your data with other data (including data from other practices using our support services) for research and analysis, (f) otherwise providing support services to you, and (g) advancing and defending our legal rights. By purchasing or receiving the support services, you agree to abide by the terms and conditions of such software, as they may be updated from time to time. You acknowledge that all services and support will be provided in English language only.

2. Fees; Automatic Renewal

Cornerstone Software, System and Sentry Support are each on a per-seat basis. Hardware Guardian Service is on a per-device basis. To receive support, you must be current (paid in full) on all support fees for the level you have selected. We provide support on a 12-month basis. Support shall automatically renew each year for Cornerstone Software, System and Sentry Support unless you give us written notice 30 days before the end of the initial service period or any subsequent renewal, of your intention to discontinue the service. Hardware Guardian Service shall automatically renew each year with the exclusion of Dell* computers that are no longer under manufacturer warranty unless you give us written notice 30 days before the end of the initial service period or any subsequent renewal of your intention to discontinue the service.

If we allow you to pay in installments it is as an accommodation to you, and you agree to pay the entire fee.

IDEXX may increase our fees or amend or modify this schedule from time to time upon notice to you. The fee for any extension of the support period will be as indicated in our invoice to you. We may invoice you before the current support period expires. If you wish to continue receiving support, you must pay the fee before the beginning of any extension.

If for any period of time you are not covered by our support and wish to start or resume such coverage, we may charge you the support fee for any period you were not covered.

Either party may terminate support on 30 days' written notice to the other. If we terminate, other than due to your breach, we will refund to you a prorated portion of the fee. If you terminate, other than due to a breach by us, you are not entitled to any refund. If at any time you have not paid all amounts due, other than amounts disputed in good faith, then without prejudice to any other rights we may suspend our support.

3. Delivery; Returns

All sales are final. You may not return products to us without our prior written authorization. Authorized returns will be credited, replaced, or refunded for the full amount (excluding shipping charges) if the item(s) are unopened and returned within 30 days from your receipt of the item(s). Opened items, or those not returned in original packaging complete with all contents and documentation will be assessed a restocking fee equal to a minimum 25% and a maximum of full product value dependent on the condition and salability of the product. Special order items and software cannot be returned.

Defective items: You have 30 days from receipt of the item to notify IDEXX of a defective unit. IDEXX will issue you a return authorization and send a new replacement unit. After 30 days of receipt of unit, IDEXX will not replace a defective unit and customer must work directly with the original equipment manufacturer to receive a new replacement.

4. Data/Image Storage and Backup Data

You are responsible for performing backups or otherwise preserving all of your critical files and data. We are not responsible for preserving any data on any equipment repaired at your site or returned to us or directly to the manufacturer/service provider.

IDEXX recommends a backup media rotation that includes multiple copies including daily, monthly and yearly backups. IDEXX recommends storage of backup media either offsite or onsite in a data-rated fireproof safe. Upon request IDEXX can provide you our backup recommendations. IDEXX will not be held liable for unsupported backup solutions or improper use of IDEXX provided backup solutions. IDEXX is not liable for any data integrity or data loss; this is the sole responsibility of the customer.

5. Third-Party Hardware – Cornerstone Exclusion

Because of the variety of non-software related equipment factors that can adversely affect software performance, reliability or use, we cannot make guarantees in how they may affect Cornerstone Software unless it is used only with a hardware/network system provided and configured by us or that meets our exact specifications. If you use Cornerstone Software on a hardware/network system not provided and configured by us, our software is provided to you on an “AS IS” basis, and you release us from any and all obligations of this agreement or otherwise and agree to hold us harmless from any and all claims or actions relating to or arising out of the performance, reliability or use of our Cornerstone Software.

6. Third-Party Software Exclusion

With respect to third-party (non-IDEXX) software provided by us, we are acting only as a distributor of these products, which are manufactured or supplied by others. Accordingly, these products are provided on an “AS IS” basis, and you release us from any and all obligations of this agreement or otherwise and agree to hold us harmless from any and all claims or actions relating to or arising out of the use or performance of these products. Third party product manufacturers or suppliers may provide their own warranties or support. Licenses under the LGPL, Berkeley Software Distribution (BSD) and other “open source” libraries or utilities generally disclaim any and all warranties, as specified in the licenses to those programs that accompany the software products.

7. Antivirus Exclusion

With respect to antivirus software provided by us, our warranty and disclaimer and your responsibilities are set forth in the master terms. As described therein, IDEXX has no obligation to repair damage resulting from computer viruses, spyware, malware, worms, other harmful programs or network security threats. Any work performed by IDEXX due to malware will be subject to our current billable rate. Depending on the circumstances, IDEXX may recommend the computer be reloaded at the current billable rate.

8. Hardware and Expendable Parts Exclusions

With respect to hardware/network system components, we are acting only as a distributor of these products, which are manufactured or supplied by others. Accordingly, these products are provided on an “AS IS” basis, and you release us from any and all obligations of this agreement or otherwise and agree to hold us harmless from any and all claims or actions relating to or arising out of the use or performance of these products.

We do not guarantee or warrant expendable or consumable parts, such as fuses, batteries, bulbs, cables, adapters, print heads, keyboards, mice, tapes, cartridges, CDs/DVDs or other supplies or media, all of which we provide on an “AS IS” basis, however, we will provide basic troubleshooting assistance based on your IDEXX support coverage.

9. Exclusions for Improper Use, Etc.

We are not responsible for the performance of IDEXX products if you use products or services not provided by us. FAILURE TO USE ONLY OUR AUTHORIZED PRODUCTS OR SERVICES IN OR ON YOUR SOFTWARE OR EQUIPMENT VOIDS OUR OBLIGATIONS TO YOU.

Our support does not cover problems resulting from any causes external to our products, such as negligence or improper use or handling; casualty; external electrical fault; failure to follow packing or shipping instructions; use of unauthorized products in conjunction with our products; malware or other harmful programs; or repairs or modifications made by anyone other than us or our authorized service providers. You are responsible for working with the original vendor to resolve any issues related to Cornerstone Software performance, reliability or use that occur as the result of the installation of unauthorized products. We further do not have any obligations with respect to modifications made by you to versions of libraries subject to the LGPL or any other third party program.

10. Your Obligations

You must take reasonable care of the original equipment manufacturer products, maintain them in a clean controlled environment and carry out routine maintenance and upgrades recommended by us in the applicable user guide, instructions, other documentation or otherwise communicated to you from time to time. You are responsible for cleaning, maintaining and wall-mounting products based on original equipment manufacturer specifications.

*You must provide reasonable supporting data to help identify reported problems. Your personnel who contact us about product support must be knowledgeable about and trained on the products and available to work with IDEXX support team until problem is resolved. You must maintain any recovery media and make them available as needed. You must promptly install new release versions of software that we may periodically send you. You must install updates to your operating system and you must install all necessary updates to your equipment provided by the original equipment manufacturer including but not limited to drivers, firmware and BIOS as we may periodically recommend. We are not liable for loss of your data; we strongly recommend that you regularly perform a system back up on applicable products and store said backups in a safe location to minimize loss in case of a malfunction.

*Network Configuration Integrity: You are required to adhere to the configuration guidelines provided by IDEXX to ensure optimal performance, reliability and use. If you fail to adhere to the configuration guidelines, you will be charged our then standard rates to identify and remediate any network anomaly.

*Scalability Exclusion: IDEXX uses information supplied by the customer to provide a good faith estimate of the practice computer networking needs to support Cornerstone Software. You are required to manage, monitor and plan upgrades with the guidance of IDEXX support personnel to ensure you are proactive in assessing and implementing the systems upgrades required to meet the needs of the growing practice. Practice growth rates vary along with the technology needs of the practice, therefore, the equipment and scalability is 100% the responsibility of the customer and IDEXX implies no warranty on the future requirements of the practice for the equipment being purchased.

C. Additional Terms (specific to particular support levels)

1. Cornerstone Software Support

At our option, you may be required to upgrade to the current version of Cornerstone Software as part of the problem solution.

Software Updates do not include new products, features, modules or enhancements for which we generally charge an additional license fee. When we issue a Software Update, you will be responsible for ensuring your hardware meets the IDEXX Hardware and Operating System guidelines if you wish to receive that update.

2. System Support

System Support does not include any service beyond telephone/Internet based support. You are responsible for the cost of any required repairs (to the extent not covered by the manufacturer’s or supplier’s warranty) that we cannot resolve. If you have to ship equipment from your site for service, you are responsible for all shipping costs and insurance to and from your site. System Support does not include free loaner or replacement equipment. Loaner or replacement equipment for products purchased from IDEXX may be provided at IDEXX’s discretion.

We provide recovery media with your initial purchase so that you can restore the system to its original state; if these are not available at your site, you must purchase a new copy of the recovery media from IDEXX or return the equipment to us for recovery. We are not responsible for the return of any tapes, cartridges, CDs/DVDs or other supplies or media contained in any equipment provided to us or to our service provider for service. You are responsible for any shipping charges related to the recovery of your system.

3. Sentry Support

To receive Sentry Support, you must maintain a high-speed Internet connection for remote access. We will contact you to perform a proactive evaluation of your system on a quarterly basis, and provide you the results of our evaluation and any recommendations. We will also work with you to schedule quarterly Cornerstone database rebuilds to help ensure optimal performance of your Cornerstone Software; you must make your system reasonably available to perform these services. Sentry Support provides an assessment of your hardware/network system only; we do not guarantee uninterrupted or error-free operation of your system.

4. Hardware Guardian Service

Hardware Guardian Service is a per device service which provides a support option above and beyond the original equipment manufacturer warranty which is available on select equipment purchased from IDEXX. Hardware Guardian Service provides functionally equivalent loaner or replacement equipment (at IDEXX’s discretion). If loaner equipment is provided, it is to be used until the failed equipment can be repaired and implemented back into the network. Hardware Guardian requires a customer to have a valid System or Sentry Support coverage. Hardware Guardian Service does not cover anything other than the hardware device. Operating System, software and security related events are not covered by Hardware Guardian Service. Hardware Guardian Service does not include onsite installation.

IDEXX or manufacturer may use new or quality parts and/or equipment that are equivalent or superior in performance. Hardware Guardian Service for Dell equipment requires the product is currently under original equipment manufacturer warranty.

The original manufacturer or its designated service provider may perform repair/replacement services at your site. If the problem cannot be corrected at your site, then the product may be repaired or replaced, at the manufacturer’s option, at our facilities or at the manufacturer’s or other service provider’s facilities.

You must return any such equipment to specified designated facility for examination with no associated cost for shipping. Before you return any equipment, a Return Material Authorization (RMA) will be issued to you by IDEXX or the original manufacturer. It is your responsibility to back up and retain a copy of any critical files stored on your system. All exchanged parts and equipment become IDEXX’s or the original manufacturer’s property.

Incidents that require equipment to be sent and that equipment requires “preparation and configuration” need to be received by 11:00 AM Central Time for servers, 1:00 PM Central Time for workstations and 2:00 PM Central Time for peripherals to ensure standard same day shipment. Incidents reported after these times may result in shipping on the next business day.

Saturday or other expedited delivery will be an additional charge if available in your area and requested by the customer. Guardian only includes standard next business day shipping.

If IDEXX or the original manufacturer issues a Return Material Authorization (RMA) for pickup, you must have the equipment ready and packed with material to keep from damage during shipping; for pickup from the pre-determined shipping company of our choice. We reserve the right to invoice you for shipping charges incurred for refusal of scheduled device retrieval. You agree to return equipment to us or to our service provider within 15 days after your receipt of your repaired equipment. Equipment that is not returned within 15 days may be billed for the cost of said equipment.

Schedule A-3

IDEXX Cornerstone^® Cloud Practice Management System Support Services

This schedule applies to your IDEXX Cornerstone Cloud Practice Management System Support Services, and incorporates the IDEXX Master Terms (“master terms”) between you (“subscriber”, “you” or “your”) and IDEXX (“IDEXX”, “we” or “us”). By signing an order form or accepting the services, you agree to the master terms and the below terms. This schedule is effective as of January 1, 2021.

A. Cornerstone Cloud Software Support  

Cornerstone Cloud Software Support is unique to and is included with your subscription to Cornerstone Cloud.  It is the only level of support for Cornerstone Cloud and is designed to ensure practices maintain the most up to date version of Cornerstone Cloud and have access to the IDEXX Cornerstone Support team.  You are responsible for your own network security. Cornerstone Cloud Support provides: 

Software related: 

• Support coverage for troubleshooting Cornerstone Cloud related issues and “how-to” questions on Cornerstone Cloud software configuration.   
  • IDEXX will provide over the telephone configuration of Cornerstone Cloud. 
  • IDEXX will support the resolution of issues related to how IDEXX-sanctioned and approved third party software products integrate with Cornerstone Cloud; support for the third party software products is not included, and is the responsibility of the respective vendors. 
  • Support does not cover issues related to failure or misconfiguration of computers, operating systems, networking equipment and peripheral devices. 
  • Note: issues not related to the configuration or use of Cornerstone Cloud are outside the scope of Cornerstore Cloud Support. 
• Remote access support for Cornerstone Cloud. A high-speed Internet connection is required. 
• Support is provided from 6:30 a.m. to 8:00 p.m. Central Time, Monday through Friday, and 7:00 a.m. to 4:00 p.m. Central Time, Saturdays, except holidays. After-hours and holiday telephone support for Cornerstone Cloud is available on a fee-for-service basis, at IDEXX’s standard rates. 
• Software patches, updates, enhancements, new versions or other modifications of Cornerstone Cloud Software (together, Software Updates) are provided automatically within the environment. 
• Routine backups of Cornerstone Cloud. Note: you are still responsible for backups of non-Cornerstone files and configurations on your computer and network.
• Web-based resource materials for Cornerstone Cloud. 
• Monthly Cornerstone In Practice eNewsletter. 
• Additional charges will apply for custom built reports that are not currently included with Cornerstone Cloud.
   

System/Device related:

In addition to the software coverage described above, Cornerstone Cloud Support provides practices with limited system and device requirement guidance and support within the practice setting, as follows: 

• Installation, configuration, troubleshooting and support, over the telephone, for Cornerstone Cloud certified products. 
• Telephone and remote access support coverage for issues related to failure of Cornerstone Cloud certified products. 
• Limited coverage for peripherals that meet specifications/requirements but are not explicitly Cornerstone Cloud certified, such as recommendations related to the use of Cornerstone Cloud within the practice setting. Such coverage includes:  
  • Initial troubleshooting of issues with specialty printers or peripheral devices. 
  • Software to assist with identification of compatibility issues with workstations and system requirements as related to Cornerstone Cloud.
• To ensure continuity of service and support, IDEXX will install remote monitoring, support, and Cornerstone Cloud core software during implementation on each device in the practice that will be used to access Cornerstone Cloud. 
• Hardware service will be provided by the original manufacturer, if applicable, for IDEXX certified Dell* products that are currently under manufacturer’s warranty. You must contact manufacturer directly.  Not available for any other IDEXX certified products. 
• IDEXX Standard configurations and settings include the following:  
  • For details on the current Hardware and Operating System Guidelines, including IDEXX Standard configurations and recommended settings visit https://pages.idexx.com/cscloud-upgrade-resources. 
  • For details on Cornerstone Cloud configurations and settings visit the Cornerstone Software Resources section of idexx.com at https://pages.idexx.com/cscloud-upgrade-resources. 
     

B.  Additional Terms

1. Subscription Standards

We do not guarantee uninterrupted or error-free operation of software or hardware/network system equipment. You are responsible for your own network security. We do not provide on-site support. Cornerstone Cloud includes third-party software that we install on your workstations to permit us to remotely access your network in order to provide the software and services to you. You authorize us to access your practice’s data through Cornerstone Cloud and this third party software, including any client data that is included in your data, and to combine or associate such data with any other of your data that we are permitted to use, for the purposes of (a) remote monitoring, troubleshooting, diagnosing, and servicing your practice management network environment from your practice site, (b) remotely deploying, removing and upgrading your IDEXX services and system environment, (c) providing your clinic with analysis of its software and hardware performance and utilization either on a stand-alone basis or in comparison with other de-identified clinics, (d) backing up and storing your data, (e) aggregating your data with other data (including data from other practices using our support services) for research and analysis, (f) otherwise providing support services to you, and (g) advancing and defending our legal rights. By purchasing or receiving the subscription, you agree to abide by the terms and conditions of such software, as they may be updated from time to time. You acknowledge that all services and support will be provided in English language only.

2. Fees; Automatic Renewal

Cornerstone Cloud is a tier-based program based on number of users.  You will be invoiced based on the number of active users on your account per month.  Users who are activated mid-month will be invoiced on a pro-rated basis for that month, provided that you will be invoiced for the entire remainder of the month if a user is activated mid-month and subsequently de-activated in the same month.  You are responsible for maintaining an accurate and current user count on your account.

To access, use, and receive support for Cornerstone Cloud, you must have a current subscription.  If your subscription is terminated and/or suspended, you may no longer access or use Cornerstone Cloud. 

At the end of the Initial Term as described in the Order Form, either party may terminate this subscription at the end of a billing cycle provided such party has given at least 90 days' written notice to the other. If at any time you have not paid all amounts due, other than amounts disputed in good faith, then without prejudice to any other rights we may suspend your subscription and access to the Cornerstone Cloud.

3. Data/Image Storage and Backup Data

Cornerstone Cloud includes backups of all cloud-based Cornerstone Cloud data. In addition to Cornerstone Cloud data, you may have other important clinical and non-clinical files that need to be backed up and/or retained. With the exception of the aforementioned Cornerstone Cloud data, you are responsible for performing backups or otherwise preserving critical files and data within your practice IT infrastructure and other data storage solutions. We are not responsible for preserving any data on any equipment repaired at your site or returned to us or directly to the manufacturer/service provider.

IDEXX will not be held liable for unsupported backup solutions or improper use of IDEXX provided backup solutions. IDEXX is not liable for any data integrity or data loss.

4. Third-Party Hardware – Cornerstone Exclusion

Because of the variety of non-software related equipment factors that can adversely affect software performance, reliability or use, we cannot make guarantees in how they may affect Cornerstone Cloud unless it is used with a hardware/network system provided and configured by us or that meets our specifications. If you use Cornerstone Cloud on a network system not meeting our specifications and network requirements, our software is provided to you on an “AS IS” basis, and you release us from any and all obligations of this agreement or otherwise and agree to hold us harmless from any and all claims or actions relating to or arising out of the performance, reliability or use of Cornerstone Cloud.

5. Third-Party Software Exclusion

With respect to third-party (non-IDEXX) software provided by us, we are acting only as a distributor of these products, which are manufactured or supplied by others. Accordingly, these products are provided on an “AS IS” basis, and you release us from any and all obligations of this agreement or otherwise and agree to hold us harmless from any and all claims or actions relating to or arising out of the use or performance of these products. Third party product manufacturers or suppliers may provide their own warranties or support. Licenses under the LGPL, Berkeley Software Distribution (BSD) and other “open source” libraries or utilities generally disclaim any and all warranties, as specified in the licenses to those programs that accompany the software products.

6. Antivirus Exclusion

With respect to antivirus software provided by us, our warranty and disclaimer and your responsibilities are set forth in the master terms. As described therein, IDEXX has no obligation to repair damage resulting from computer viruses, spyware, malware, worms, other harmful programs or network security threats. Any work performed by IDEXX due to malware will be subject to our current billable rate. 

7. Hardware and Expendable Parts Exclusions

With respect to hardware/network system components, we are acting only as a distributor of these products, which are manufactured or supplied by others. Accordingly, these products are provided on an “AS IS” basis, and you release us from any and all obligations of this agreement or otherwise and agree to hold us harmless from any and all claims or actions relating to or arising out of the use or performance of these products.

8. Exclusions for Improper Use, Etc.

We are not responsible for the performance of IDEXX products if you use products or services not provided by us. FAILURE TO USE ONLY OUR AUTHORIZED PRODUCTS OR SERVICES IN OR ON YOUR SOFTWARE OR EQUIPMENT VOIDS OUR OBLIGATIONS TO YOU.

Cornerstone Cloud does not cover problems resulting from any causes external to our products, such as negligence or improper use or handling; casualty; external electrical fault; failure to follow packing or shipping instructions; use of unauthorized products in conjunction with our products; malware or other harmful programs; or repairs or modifications made by anyone other than us or our authorized service providers. You are responsible for working with the original vendor to resolve any issues related to Cornerstone Cloud performance, reliability or use that occur as the result of the installation of unauthorized products. We further do not have any obligations with respect to modifications made by you to versions of libraries subject to the LGPL or any other third party program.

9. Your Obligations

You must maintain your hardware and original equipment manufacturer products in a clean controlled environment and carry out routine maintenance and upgrades recommended by us in the applicable user guide, instructions, other documentation or otherwise communicated to you from time to time. You are responsible for cleaning, maintaining and wall-mounting products based on original equipment manufacturer specifications.

*You must provide reasonable supporting data to help identify reported problems. Your personnel who contact us about product support must be knowledgeable about and trained on the products and available to work with IDEXX support team until problem is resolved. You must maintain any recovery media and make them available as needed. You must install updates to your operating system and you must install all necessary updates to your equipment provided by the original equipment manufacturer including but not limited to drivers, firmware and BIOS as we may periodically recommend. We are not liable for loss of your data; we strongly recommend that you regularly perform a system back up on applicable products and store said backups in a safe location to minimize loss in case of a malfunction.

*Network Configuration Integrity: You are required to adhere to the configuration guidelines provided by IDEXX to ensure optimal performance, reliability and use. If you fail to adhere to the configuration guidelines, you will be charged our then standard rates to identify and remediate any network anomaly.

*Scalability Exclusion: IDEXX uses information supplied by the customer to provide a good faith estimate of the practice computer networking needs to support Cornerstone Cloud. You are required to manage, monitor and plan upgrades with the guidance of IDEXX personnel to ensure you are proactive in assessing and implementing the systems upgrades required to meet the needs of the growing practice. Practice growth rates vary along with the technology needs of the practice, therefore, the equipment and scalability is 100% the responsibility of the customer and IDEXX implies no warranty on the future requirements of the practice for the equipment being purchased.

10. Updates 

At our option, you may be required to upgrade to the current version of Cornerstone Cloud as part of the problem solution.

Software Updates do not include new products, features, modules or enhancements for which we generally charge an additional or separate fee. When we issue a Software Update, you will be responsible for ensuring your hardware meets the IDEXX Hardware and Operating System guidelines if you wish to receive that update.  We will endeavor to provide two (2) weeks advance notice of any planned Software Update.  

11. Onsite Service

Cornerstone Cloud does not include any service beyond telephone/Internet based support. You are responsible for the cost of any required repairs (to the extent not covered by the manufacturer’s or supplier’s warranty) that we cannot resolve. If you must ship equipment from your site for service, you are responsible for all shipping costs and insurance to and from your site. Cornerstone Cloud does not include free loaner or replacement equipment. 

12. Service Availability

IDEXX will use reasonable efforts to ensure Cornerstone Cloud is available for your use 24 hours per day, 7 days per week, 365 days per year, 99.8% of the time, as detailed on https://pages.idexx.com/cscloud-upgrade-resources.  We will inform you of planned maintenance at least five days in advance by email to the address provided by you or by an announcement within the application.  

General Exceptions to Service Availability. Our service commitment excludes unavailability caused by (i) factors outside of our reasonable control, including any force majeure event or Internet-access or related problems beyond the IDEXX network demarcation point, (ii) your actions or inactions or those of a third party (such as server or software maintenance performed by our data storage providers) that affect availability of IDEXX services, (iii) our suspension or termination of your right to use the service, or (iv) planned maintenance windows determined by us. Periodic planned maintenance may be performed as frequently as weekly. We reserve the right to apply any necessary security or application updates as needed without notification. 

13.  Technical Environment 

You acknowledge that, for the product to operate effectively, each computer must have regular access to the Internet so that updates can be routinely installed. You must maintain the minimum technology standards set forth at https://pages.idexx.com/cscloud-upgrade-resources. Please note: IDEXX may amend these technical requirements from time to time at our discretion.

Schedule A-4

DVMax Support 

IDEXX may install and activate third-party software on your server and workstation to permit us to remotely access your network, in order to provide the support services to you.  You authorize us to access your practice’s data through this third party software, including any client data that is included in your data, and to combine or associate such data with any other of your data that we are permitted to use, for the purposes of (a) remote monitoring, troubleshooting, diagnosing, and servicing your practice management network environment from your practice site, (b) remotely deploying, removing and upgrading your IDEXX services and system environment, (c) providing your clinic with analysis of its software and hardware performance and utilization either on a stand-alone basis or in comparison with other de-identified clinics, (d) backing up and storing your data, (e) aggregating your data with other data (including data from other practices using our support services) for research and analysis, (f) otherwise providing support services to you, and (g) advancing and defending our legal rights. By purchasing or receiving the support services, you agree to abide by the terms and conditions of such software, as they may be updated from time to time. You acknowledge that all services and support will be provided in English language only.

Schedule B

Minimum Customer Technical Requirements for Particular Offerings

Please note: IDEXX may amend these technical requirements from time to time at our discretion.

IDEXX Antivirus Services Minimum Technology Requirements

Technical Environment. You acknowledge that, for the product to operate effectively, each computer must have regular access to the Internet so that updates can be routinely installed. You must maintain the minimum technology standards set forth here.

You must meet the following technology requirements:
Installation:	High-speed Internet connection on all computers on which the software will be installed.
Operating System:	Windows® XP Pro* Windows Vista®* Windows® 7* Windows® 8* Windows Server® 2003* Windows Server® 2008* Windows Server® 2008 R2* Windows Server® 2012* Windows Server® 2012 R2* *Requires the latest available service pack(s) and/or update(s) be installed from Microsoft.
Hardware:	CPU and RAM to meet the basic requirements of your operating system, as prescribed by Microsoft.

IDEXX Data Backup and Recovery Services Minimum Technical Requirements

You are responsible for acquiring and maintaining, at your expense, a broadband Internet connection with speeds of 256 Kbps upload or faster. We do not recommend satellite or cellular broadband connection due to the instability of the connection and latency. Subscriber responsibilities include any costs associated with required hardware, supporting operating system, Internet access and appropriate network connectivity for the software to operate properly. You are also responsible for ensuring that the communication services and equipment that you use to connect to the IDEXX server are error free and reliable. You must notify us of any changes in your technical environment so that we may properly adjust your data on the IDEXX server.

VetConnect^® PLUS Minimum Technical Requirements

VetConnect^® PLUS supports the following browsers both online and through your practice information management system (PIMS): Microsoft Internet Explorer^® version 11 or compatible PIMS-based utilities, and the latest versions of Google^® Chrome™, Mozilla^® Firefox^®, and Apple^® Safari^®.

IDEXX Web PACS Minimum Technical Requirements

You are responsible for maintaining automatic DICOM^® routing from your location in order to back up your images to the AWS servers. You are responsible for the cost for the hardware, supporting operating system, Internet access and appropriate network connectivity required to access the services. You are solely responsible for determining which of your images will be backed up to the AWS servers and for implementing your own records retention requirements and backup systems based on state or federal regulations applicable to you. You must maintain Internet connectivity adequate to transfer your images; we have no responsibility for images that are not successfully transmitted to us, or which are not received by the data storage provider's servers. Images are deemed received and archived only after the data storage provider's servers log their receipt. You agree to monitor backups and work with us to resolve any noted errors.

IDEXX Web PACS supports the following personal computer browsers: Microsoft Internet Explorer version 10 or higher; Google Chrome version 35 or higher; and Mozilla Firefox version 30 or higher. IDEXX Web PACS supports the following tablet browsers: Apple Safari with iOS version 5 or higher; and Google Chrome for Android version 4.0 or higher.

IDEXX Neo™ Minimum Technical Requirements

You are responsible for acquiring and maintaining, at your expense, a broadband Internet connection. For a 7-10 user practice of average Internet use, we recommend network bandwidth of 2 megabits per second (mbps) and an Internet connection that can support a minimum throughput of 3 mpbs.

IDEXX Neo supports the latest version of the following personal computer browsers: Microsoft Internet Explorer, Google Chrome, Mozilla Firefox, and Apple Safari. IDEXX Neo supports the latest version of the following tablet browsers: Apple Safari with iOS, and Google Chrome.

Notice Regarding Connectivity for Users of Practice Management Integrations (IDEXX SmartLink^® technology, IDEXX InterLink™ technology, and IDEXX SmartService™ Solutions and Other Connections)

The installation of IDEXX diagnostic instruments and digital imaging products is separate from the installation of connections with your practice information management system ("PIMS") or IDEXX SmartService Intelligent Device Management Service. We require that you complete and return a Delivery and Acceptance form at the time the IDEXX equipment is installed. The installation of your IDEXX SmartLink connection with your Cornerstone^® Practice Management Software, your IDEXX InterLink or other connection with another provider's PIMS or IDEXX SmartService Solutions (collectively referred to as your "Connectivity Services") may be conducted after delivery and installation of your IDEXX equipment. You may be required, at your cost, to enter into a contract for service or installation, or to purchase additional hardware or software, in order to make the Connectivity Services function properly and allow sharing of information between your IDEXX equipment and your PIMS or IDEXX.
We do not warrant performance of the Connectivity Services unless and until you have installed an Internet connection or such additional hardware or software as we determine is necessary. At the time of installation of IDEXX SmartLink technology, the warranty contained in the master terms applicable to your purchase of Cornerstone software will apply. At the time of installation of IDEXX SmartService Solutions, the terms and conditions contained in the  IDEXX SmartService™ Agreement will apply. At the time of installation of IDEXX InterLink technology, the terms and conditions contained in the IDEXX InterLink™ Integration Agreement will apply. We do not warrant connectivity of IDEXX equipment with non-IDEXX PIMS or performance of data sharing (including without limitation diagnostic results) with non-IDEXX PIMS. WE PROVIDE THE NECESSARY INFORMATION AND DOCUMENTATION TO MANY PIMS PROVIDERS IN ORDER FOR THEM TO PREPARE THEIR HARDWARE AND SOFTWARE SYSTEMS FOR CONNECTIVITY. YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR PIMS IS PREPARED TO CONNECT WITH IDEXX EQUIPMENT. We do not guarantee any quote that you may have received for the price of any necessary upgrades until we provide you a written invoice for such upgrades. If you decide not to purchase the additional software and hardware required for the Connectivity Services to function, you are not entitled to rescind your purchase of your IDEXX diagnostic instruments or digital imaging products.

Schedule C

Network Acceptable Use Policy; Service Availability; and Data Use and Protection

IDEXX Network Acceptable Use Policy

You may not use the offerings or the network or services on or with which they are delivered or made available for any activity which is prohibited by or would violate any applicable law or legal obligation, including: (a) uses that are defamatory, deceptive, obscene, or otherwise inappropriate; (b) uses that violate or infringe upon the rights of any other person, including but not limited to any IDEXX or third-party Intellectual Property; (c) threats to or harassment of another; (d) impersonating another person or other misrepresentation of source; (e) allowing the introduction of viruses, or any other destructive material; (f) monitoring, crawling, caching, or scraping a system without authorization, or do so in a manner that impairs or disrupts the system being so utilized; (g) performing denial of service attacks or otherwise interfering with the proper functioning of a system including any deliberate attempt to overload a system by mail, broadcast attacks, or otherwise; (h) transmitting unsolicited or unauthorized advertising, promotional material, “junk mail”, or spam”; or (i) otherwise interfering with another user’s enjoyment of the offerings. IDEXX reserves the right to delete, move or edit any of your data that we determine, in our sole discretion, violates the master terms or is otherwise inappropriate.

Please report any violations on VetConnect^® PLUS to vccontactus@idexx.com.

Please report any violations on IDEXX Pet Health Network^® Pro to pethealthnetwork@idexx.com.

Copyrights and Copyright Agents

IDEXX respects the intellectual property of others, and we ask users of our offerings to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the site; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

IDEXX’s copyright agent for notice of claims of copyright infringement on websites controlled by us can be reached as follows:
By mail: Copyright Agent Office of General Counsel IDEXX Laboratories, Inc. One IDEXX Drive Westbrook, Maine 04092 United States of America	By phone: +1-207-556-0300	By email: copyrightagent@idexx.com

Service Availability and Protection for Particular Offerings

Data Protection Generally. In our service offerings generally we use use industry-standard security technology to help ensure the security of your practice data and your access to your data. For example, our software may compress data to minimize the amount of data moving across the network, and data may be encrypted using industry-standard Advanced Encryption Standard (AES) 256-bit encryption while it moves between your practice and IDEXX systems, until it is processed by the secure virtual private cloud. Once inside our network, your data is protected by firewalls and other industry-standard data security technologies.

IDEXX Pet Health Network^® Pro: IDEXX Pet Health Network Pro services will generally be available for your use 24 hours per day, 7 days per week, 365 days per year, 98% of the time (calculated monthly).

IDEXX Data Backup and Recovery: Backup and recovery services will generally be available for your use 24 hours per day, 7 days per week, 365 days per year, 99.9% of the time.

IDEXX Web PACS software and IDEXX ImageBank™ storage system: Web-based IDEXX PACS and ImageBank services will generally be available for your use 24 hours per day, 7 days per week, 365 days per year, 99.9% of the time. We will inform you of planned maintenance at least five days in advance by email to the address provided by you or by an announcement within the application.

IDEXX Neo™: Neo will generally be available for your use 24 hours per day, 7 days per week, 365 days per year, 99.9% of the time. We will inform you of planned maintenance at least five days in advance by email to the address provided by you or by an announcement within the application. 

General Exceptions to Service Availability. Our service commitment excludes unavailability caused by (i) factors outside of our reasonable control, including any force majeure event or Internet-access or related problems beyond the IDEXX network demarcation point, (ii) your actions or inactions or those of a third party (such as server or software maintenance performed by our data storage providers) that affect availability of IDEXX services, (iii) our suspension or termination of your right to use the service, or (iv) planned maintenance windows determined by us. We reserve the right to apply any necessary security or application updates as needed without notification.

Consent to IDEXX Pet Health Network^® Pro/IDEXX Secure Connection Software and Use of Customer Data

IDEXX Pet Health Network Pro services use the IDEXX Secure Connection software installed on your server to provide the services and gather information about your customers and their pets by extracting data and information from your practice information management system and transmitting it electronically to servers located in the United States. IDEXX uses a web-based virtual private cloud and data storage services provided by Amazon Web Services ("AWS") or other providers. You consent to the extraction of your customers’ data and information from your practice information management system, the transfer of such data to the United States and the continued storage of such data by AWS or such other providers, any of which may be based in the United States. The storage of your customers’ data and information is subject to our then-current privacy policy and the then-current AWS privacy policy. You should view each privacy policy online from time to time to review the then-current policy.

We will use your customers’ data and information solely to respond to your request for products, services, or information, to fulfill our obligations to you under orders or contracts, to arrange for and process payments owed by you in connection with orders or contracts, or for internal purposes, including without limitation, marketing, promotions, customer support, website administration, and feedback purposes. You authorize us to de-identify and aggregate your customers’ data and information with similar data from other veterinary practices, to enable analysis of regional and national trends, data and information ("aggregated data"). In preparing aggregated data, we will eliminate practice-specific references that would permit identification of your practice or your customers. In addition, we may provide your practice's data, without any references that would permit identification of your practice or your customers, to other third parties, in a manner consistent with the IDEXX Privacy Policy. For additional information about how we use data, please see the IDEXX Privacy Policy. IDEXX may continue to use aggregated data after your subscription ends. We will not permit unauthorized parties to have access to your customers’ data and information.

IDEXX Pet Health Network^® Pro Text Message Compliance

Consent. The IDEXX Pet Health Network Pro service can be used to send or automate medical and appointment reminder text messages but you are responsible for ensuring that the recipients of those messages have provided prior express written consent to receive them. These text messages could be deemed to be marketing messages under applicable law, requiring you to obtain from your customers prior express written consent. Such consent must identify that you may be sending text messages related to your services and that your customer agrees to receive such messages. By entering a cell phone number into your practice information management system and not opting such cell phone number out of the Pet Health Network Pro text message feature, you are directing IDEXX to automatically send text message reminders to such cell phone and certifying that the user of such cell phone consents to the receipt of such messages. Do not turn on the auto opt-in feature of Pet Health Network Pro text messaging unless you have the necessary consent.

Opt-Out. Applicable law requires you to comply with requests from your customers to opt-out of receiving text messages. The Pet Health Network Pro service allows you to comply with these requests on an individual basis. A customer may also opt-out of text messages at any time by replying with the word “STOP” to any text message sent through the Pet Health Network service. You are solely responsible, and agree to indemnify IDEXX, for any claims or liability for failure to obtain consent or to comply with any opt-out request.

Identity Disclosure. Applicable law requires you to identify your practice name and telephone number in all text messages that you send to your customers. Pet Health Network Pro supports compliance with this rule by requiring you to include identifying tokens in all text message templates.

IDEXX makes no express or implied warranty of individual message receipt. Standard text message rates apply.

You agree to make your internal practices, records, policies and procedures available to IDEXX for the purpose of IDEXX determining your compliance with the obligation to obtain consent from your customers to receive marketing messages and other communication (email, text, or other).

For Practices in Canada Using IDEXX Pet Health Network^® Pro

You are responsible for complying with Canada’s anti-spam law (CASL) requirements with respect to sending commercial electronic messages, including but not limited to obtaining consent when required from the message recipient, providing identification of your practice as the sender, and making available an unsubscribe or opt-out mechanism. For text messages, you agree to adopt the following double opt-in process: (1) you may only send text messages to those customers with whom you have an existing business relationship and have consented to receiving messages from you, and (2) the customer must reply to an opt-in message from their mobile phone. You must adhere to message length and delivery limitations, including that portion of the message which indicates who is sending the message, a mailing address, and either a contact phone number, email address or contact page URL.

Consent to IDEXX Neo™ Use of Customer Data

IDEXX Neo uses web-based virtual private cloud and data storage services provided by Amazon Web Services, Inc. (“AWS”), Google Drive or other providers to store your practice and customer data and information. The storage of such data and information is subject to our then-current privacy policy, the then-current AWS privacy policy, and the then-current Google Drive privacy policy. You should view each privacy policy online from time to time to review the then-current policy.

We will use your practice’s and your customers’ data and information solely to respond to your request for products, services, or information, to fulfill our obligations to you under orders or contracts, to arrange for and process payments owed by you in connection with orders or contracts, or for internal purposes, including without limitation, marketing, promotions, customer support, Web site administration, and feedback purposes. You authorize us to de-identify and aggregate your customers’ data and information with similar data from other veterinary practices, to enable analysis of regional and national trends, data and information ("aggregated data"). In preparing aggregated data, we will eliminate practice-specific references that would permit identification of your practice or your customers. In addition, we may provide your practice's data, without any references that would permit identification of your practice or your customers, to other third parties, in a manner consistent with the IDEXX Privacy Policy. For additional information about how we use data, please see our privacy policy. We may continue to use aggregated data after your subscription ends. We will not permit unauthorized parties to have access to your customers’ data and information.

Service Provider Acknowledgement - Payment Card Industry Data Security Standards ("PCI DSS") - Applicable to the following offerings: Support Services for DVMAX and Cornerstone^® Customers, Trend Micro Antivirus Software, Data Backup and Recovery Services

We provide services to you which may involve the processing, storage, and/or transmission of merchant credit cardholder data, as defined by the Payment Card Industry Data Security Standards version 3.2 ("PCI DSS"), and are therefore considered a "service provider" under the definitions provided in the PCI DSS. In connection with your use of the offerings, you are required to adhere to the PCI DSS promulgated by the PCI Security Standards Council.

Requirement 12.8.2 of the PCI DSS requires that you maintain a written agreement that includes an acknowledgement that the service provider is responsible for the security of cardholder data that we (service provider) control or possess on your behalf, or to the extent that it could impact the security of your cardholder data environment. Requirement 12.8.4 of the PCI DSS requires you to maintain a program to monitor the service provider's PCI DSS compliance status. Requirement 12.8.5 of the PCI DSS requires you to maintain information about which PCI DSS requirements are managed by us (service provider) and you.

In fulfillment of the requirements listed above:

• We agree and accept responsibility for the security of cardholder data maintained, including the functions relating to storing, processing, and transmitting of the cardholder data, per the methods outlined in the PCI DSS.
• We affirm that, as of the date you initially subscribe to the applicable offering, we have complied with all applicable requirements to be considered PCI DSS compliant, and have performed the necessary steps to validate our compliance with the PCI DSS.
• The current status of PCI DSS compliance, and evidence of the most recent Attestation of Compliance ("AOC"), of your applicable offering is available to you at www.idexx.com/pci.
• We agree to make commercially reasonable efforts to notify you, as soon as practicable, should the compliance status change. Further, and upon request, we agree to provide you with a remediation plan and schedule, to achieve compliance.
• We agree to maintain an updated list of PCI DSS requirements for which we are responsible. The list is publicly accessible and is located at www.idexx.com/pci.

Schedule D

Additional Warranty and Support Guidelines

IDEXX Limited Warranty Support Guidelines

General

We provide warranty support during normal business hours at our service locations, except on holidays. You must make any claim within the applicable warranty or coverage period. In case of malfunction, you must first contact IDEXX Customer Support by telephone at our number provided in your product documentation. IDEXX telephone support is available 24 hours a day, seven days per week, except holidays. Our support personnel will guide you to attempt to correct your reported problems. If telephone or electronic support is not successful, we will provide you with further instructions. We have no obligation to provide on-site service; if it is necessary to return the product, you must do so to our designated facility for examination. Products may not be returned unless we have issued you a return material authorization (“RMA”) before the return. We pay shipping costs for authorized returns to and from our authorized facilities. You are responsible for shipping and repair costs associated with unauthorized returns, and for returns not covered by our warranty; we will bill for repairs at our then-standard rates. All parts and products exchanged for different parts and products from us become our property.

IDEXX Diagnostic Instruments Warranty

If you wish to receive electronic support on instruments for which such support is available, you must maintain an electronic link-up with us as we may direct from time to time. We will ship you loaner equipment if we decide to repair rather than replace your equipment and the time required to complete repairs exceeds 72 hours from receipt at our repair facility, or otherwise at our sole discretion. You shall pack and return-ship the malfunctioning equipment to us the next business day after you receive the loaner equipment. We will ship you the repaired equipment and you shall pack and return-ship the loaner equipment to us two business days after you receive the repaired equipment. If we decide to replace your equipment, we will ship you a replacement unit within 24 hours, during normal business hours, Monday-Friday, excluding holidays. You shall pack and return-ship the malfunctioning equipment to us within two business days after your receipt of the replacement equipment. Delayed returns are subject to daily rental charges at our then-current rate.

IDEXX Standard Software Warranty

We will use reasonable commercial efforts to: (1) report, track and monitor problems via the Internet, if available, (2) determine, verify and resolve problems by telephone on a callback basis during normal business hours at our service locations, Monday-Friday, except holidays, (3) attempt to resolve nonconformities in a time frame reasonably proportionate, in our judgment, to the severity of the problem, and (4) provide periodic modifications that we otherwise make generally available to other supported customers free of charge. We provide support only for the two most current release versions of software. At our option, you may be required to upgrade to the then-current version of software. If you have a networked installation, and if a system malfunction occurs, you are responsible for contacting your network support provider first to determine that the issue is not due to network problems before contacting us for product support. On-site support is not included.

IDEXX Web PACS and IDEXX ImageBank™ Support

You may request a copy of archived images at any time, for a fee of US$500 plus hardware and shipping cost, per request. We will ship you a hard drive or flash drive with a copy of the images after receipt of the request and payment. If we are unable to deliver your archived images to you, we will compensate you US$0.10 per case. This compensation is your sole and exclusive remedy for our loss of or inability to retrieve your images.

IDEXX Antivirus Services Support

We provide the following standard support services to anti-virus services subscribers:

• Updates
• Technical support/troubleshooting
• IDEXX support hours: Monday through Friday 6:30 a.m. to 8:00 p.m. CT and Saturday 7:00 a.m. to 4:00 p.m. CT
• Limited or no standard support is available on IDEXX holidays. (In the U.S., these currently are New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving Day, Christmas Eve Day, and Christmas Day.)
• After-hours 24/7 emergency support is available for additional fees.
• Issues covered:

–General product inquiries

–Error/Problem resolution

–Installation

–Configuration

• Note: You control certain settings (e.g., times of scheduled scans, types of websites that should be blocked) for the product. You or your local information technology provider must make any changes to settings, which you may do through your product portal. IDEXX technical support will not change these settings for you unless such changes are needed for IDEXX Cornerstone Practice Management Software (which is separate software available to you under a separate agreement) to function, in which case we will make such changes only with your permission.
• IDEXX does not support operating system software.

IDEXX Neo™ Support, Data Conversion, and Data Transfer

Support: IDEXX provides subscribers with chat- and email-based access to the IDEXX Neo support team to troubleshoot Neo software-related issues and answer “how-to” questions. Our support does not cover issues related to your network performance and security (for example, failure or mis-configuration of computers, operating systems, networking equipment, or peripheral devices), or Internet connectivity, for which you are responsible. We also support the resolution of issues related to how authorized third-party products integrate within IDEXX Neo; but coverage for such third-party software itself is not included, and is the responsibility of the software providers.

We provide chat and email support during normal business hours from 6:30 a.m. to 8:00 p.m. Central Time, Monday through Friday, and 7:00 a.m. to 4:00 p.m. Central Time, Saturdays, except holidays. Additional phone-based support is available for a fee on a monthly subscription basis, and is provided during normal business hours from 6:30 a.m. to 8:00 p.m. Central Time, Monday through Friday and 7:00 am to 4:00 pm, Central Time, Saturdays, except holidays.

When you contact us for support, we may need remote access to your system to troubleshoot issues. We accomplish this through the installation of remote access support software on your server or computers, which allows us to access your network remotely, solely for the purpose of providing support service.

Initial Data Conversion/IDEXX Secure Connection Software: In order to convert data from your existing practice information management system software, we may need to access your server remotely to package and transfer your data to IDEXX servers, or use IDEXX Secure Connection (“ISC”) software to transfer your data. If you do not already have ISC installed on your server for other IDEXX offerings, we will install it. If you do not use ISC for other IDEXX offerings, you may remove it from your server after we have transferred your data.

Data Transfer after Cancellation: If you wish to cancel your subscription to the IDEXX Neo service, we need 10 business days’ prior written notice to prepare your data for transfer. We will provide your data to you either on a physical drive or by file transfer over the Internet. We recommend that you not cancel your Neo service until you have successfully transferred your data to a production environment. After cancellation of your Neo service, we may store your data for up to six months; however, we are not responsible for maintaining it and may delete it without additional notice.

Beta Testing

IDEXX may from time to time make beta, or prototype, versions of our products or services available to our customers for evaluation and testing. These products or services may not yet be licensed by regulatory authorities, where applicable, or otherwise be fully optimized and ready for use in the field. Results obtained from beta products or services are for evaluation purposes only and may not be used in medical decisions.

Schedule E

Third-Party Terms

Trend Micro Antivirus Terms

• Product. The product is being sublicensed to you by us from a third-party provider (“Trend Micro” or the “provider”). We have the right to obtain a replacement product with substantially similar functionality to the current product. Monthly fees are assessed on a calendar-month basis and may not be prorated, and you acknowledge that, if you possess a license to the product for any part of a given calendar month, you will be charged the full monthly fee for that month. In order to receive the product and maintenance (as defined below), you must register with IDEXX. Registration requires, among other things, an entity name and address, administrative/technical contact name and information, an email address, and/or other information requested by IDEXX.
• Maintenance. A paid use license to the product during the term entitles you to receive: (i) technical support from IDEXX as further described in the applicable section of our master terms; and (ii) updates (collectively “maintenance”). “Updates” means: (i) new object code versions of code, and information related to computer viruses and malicious code, and other forms of content; and (ii) improvements, corrections, modifications, revisions, bug fixes and/or other enhancements to, or for use in connection with, the product (but not new products which we or our software provider makes available for additional fees).
• Subscriber Responsibilities. You acknowledge that no anti-virus solution is completely failsafe, and you are solely responsible for selecting and implementing appropriate backup, security practices and other procedures to further protect its data from damage, theft, or loss caused by viruses or other malware.
• Technical Environment. You acknowledge that, for the product to operate effectively, each computer must have regular access to the Internet so that updates can be routinely installed. You must maintain the minimum technology standards set forth here. 
• Documentation. Documentation about worry-free business security services, including this datasheet, may be found on the Trend Micro website.
• License. In addition to the license and limitation included in the master terms, your license is limited to only the authorized number of computers. As used in this paragraph, “computers” means personal computers, servers, workstations, handheld personal computers, cellular or mobile telephone or other digital electronic devices, but not virtual machines, for which a separate license is required. Only IDEXX or our licensor, as opposed to you the licensee, may access or use the product on your behalf.
• Privacy. The provider will access and use data from your network to provide you the services. Such data use may include data processing, including but not limited to: (A) Local Scanning. Some components of the product operate by scanning files and monitoring activity on the licensed computers. You authorize us and service provider to access such information stored on your network and computers. (B) Forwarded Data. Some components of the product operate by forwarding certain data and files (“forwarded data”) for security scanning to servers owned or controlled by the provider. “Forwarded data” includes without limitation (a) automatically-generated security incident data that the product deems is potentially malicious, fraudulent, or unwanted content; (b) URL information; (c) system configuration information; (d) IP addresses; (e) certain other information or files from your network, equipment, and computers (including MAC address, geo-location, device ID or name, and comparable system identification information); and (f) other general or statistical information. Forwarded data may be transferred to servers outside your jurisdiction. You authorize us and the provider to access forwarded data. You warrant that you have the authority to grant the permissions to use your data as provided in this section. With respect to information collected, uploaded, and forwarded to the provider by the product, the terms of the provider’s privacy policy will apply. 
• Third-party Beneficiary. Trend Micro is a third-party beneficiary of the provisions of this schedule to the extent such provisions relate to Trend Micro’s rights.
• Term. You agree to accept these terms from the date you receive the product serial number, registration key, activation code, or order confirmation, whichever is earlier.

Microsoft^®

To the extent your use of IDEXX’s products or services require the use of Microsoft software, you consent, where applicable, to the terms set out in Microsoft’s Master Customer Agreement available at: https://www.microsoft.com/licensing/docs/customeragreement.

Cloud-Based Data Storage

IDEXX uses third-party providers (“data storage providers”) for our web-based data storage services, including Amazon Web Services, Inc. (“AWS”). Therefore, you must also agree to the terms of the data storage providers’ privacy and customer agreements, including the AWS Customer Agreement and the AWS Service Terms, each of which AWS may update periodically. 

IDEXX Pet Health Network^® Pro

The Pet Health Network Pro service uses third-party platform services provided by Weebly Inc. for you to create your own website. Your use of Weebly’s website creation service is subject to Weebly’s Terms of Service. By using Weebly’s service, you signify your acceptance of those terms. If you do not agree to those terms, do not use Weebly’s service.

IDEXX Neo™

Data Storage. The IDEXX Neo service uses Amazon Web Services, Inc. (“AWS”) for web-based storage. You agree to the terms of the privacy and customer agreements of the data storage providers, including the AWS Customer Agreement and the AWS Service Terms, which may be updated from time to time.

Third-Party Integrations. Neo offers integrations with third party products and services.  Your use of these products and/or services is subject to their respective terms of service and privacy policies.  By using third party services or products, you signify your acceptance of such terms. If you do not agree to those terms, do not use that particular product or service.

GPL

The software included in Procyte One contains component software that is licensed under the GPL. You may obtain the corresponding source code for this component software by sending us a request.