Software as a Service Agreement

Last Updated June 26, 2026

This Software as a Service Agreement (this “Agreement”) is made and entered into as of the effective date of the Order that references or incorporates this Agreement (the “Effective Date”) and is by and between Pawprints On Your Heart LLC, a North Carolina limited liability company (“Pawprints”) and the client identified in the Order that references or incorporates this Agreement (“Client”). See Section 11 below for definitions of certain capitalized terms used in this Agreement.

In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Delivery and Use of Service

   1. Provision of Service. Subject to the terms of this Agreement, during the Term Pawprints shall provide Client on a software as a service basis with non-exclusive use of the Service described in the Order solely in support of Client’s internal business operations, subject to the limitations on use (such as licensed number of named Users) set forth in the Order. Client will not exceed any use limitations or restrictions in the Order and shall use the Service in accordance with the Documentation.

   2. Support. Pawprints will provide support services for the Service in accordance with the Support Terms.

   3. Users. Client is responsible for all use of the Service by its Users and for all activity occurring under its User accounts. Client shall ensure that Client’s and its Users’ use of the Service complies with all laws applicable to such use. Client shall notify Pawprints promptly of and take reasonable efforts to stop: (a) known or suspected unauthorized use of any Client User credentials or any other known or suspected security issue relating to the Service, and (b) unauthorized use, copying, or distribution of the Service that is known or suspected by Client. Client shall not allow Users to share passwords or other account information.

   4. Client Cooperation. Client will cooperate with Pawprints, promptly perform Client’s responsibilities under this Agreement, and provide timely access to Client information, resources and personnel as reasonably required for Pawprints’ performance under this Agreement.

   5. Restrictions. Client shall not (i) license, sublicense, sell, resell, transfer, rent, lease, assign, distribute, disclose, or otherwise commercially exploit the Service; (ii) copy, modify or make derivative works based upon the Service; (iii) “frame” or “mirror” the Service on any other server or device; (iv) access the Service for competitive purposes or use the Service for application service provider, timesharing or service bureau purposes, or any purpose other than its own internal use, (v) decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Service, (vi) remove, obscure or modify a copyright or other proprietary rights notice in the Service; (vii) use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful material; (viii) use the Service to create, use, send, or run material containing software viruses or other malicious code, or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Service; (ix) attempt to gain or permit unauthorized access to the Service or its related systems or networks; or (x) permit or assist any other party (including any User) to do any of the foregoing.

   6. Subcontractors. Pawprints may engage subcontractors to support Pawprints in providing the Service and other services under this Agreement.

   7. Backups. Pawprints shall use reasonable efforts to back up Client Data hosted by Pawprints as part of the Service; provided that it is recommended that Client also maintain its own data backups for Client Data. In case of loss or corruption of Client Data caused by Pawprints, as Client’s sole remedy, Pawprints will restore Client Data from the most recent backup maintained by Pawprints.

   8. Sandbox Environment. To facilitate Client’s testing and education on the Service, the Service is initially provisioned in a test-only environment, known as a “Sandbox”. The Service made available in the Sandbox will be fully functional, but Client acknowledges and agrees that data in the Sandbox cannot be used or relied upon as official, auditable records. Information in the Sandbox can be reset or deleted by Client, and Pawprints may, in its sole discretion and at any time, delete data within the Sandbox. It is strongly recommended that only test data, and not real data, be entered into the Sandbox. No service level commitments apply to the Sandbox, and the “export” function in the Service will not return data in the Sandbox. Client agrees that Pawprints will have no liability for any loss, damage, or expense arising from Client’s use of the Sandbox. Client may convert the Service from the Sandbox environment to the normal, production environment by clicking on the “Go-Live” option within the Sandbox.

   9. Third-Party Services. The Service may integrate or interoperate with third-party service offerings (“Third-Party Services”). Client is responsible for: (i) obtaining all subscriptions, licenses, consents, and agreements required by third-party vendors; (ii) paying all fees charged by third-party vendors directly to such vendors; and (iii) complying with all third-party vendor terms and policies. Pawprints is not responsible for any issues, data breaches, or failures associated with Third-Party Services. Changes by third-party vendors that cause integrations to cease functioning will not constitute a breach by Pawprints of this Agreements. Pawprints may modify, suspend, or discontinue any Third-Party Service integration upon reasonable prior notice if Pawprints determines that the integration creates a security, performance, legal, compliance, or other risk.

2. Fees

   1. Fees. Client shall pay Pawprints the fees set forth in the Order in accordance with the terms therein. If payment is not made when due, then: (a) Pawprints may charge 1.5% per month interest on unpaid amounts or the highest rate allowed by law, if lower, and (b) Pawprints may upon notice to Client, and without waiving any rights or remedies, suspend the Service until payments are current. All fees paid hereunder are nonrefundable except as expressly set forth in this Agreement.

   2. Taxes. Client shall be responsible for all applicable taxes, however designated, incurred as a result of or otherwise in connection with this Agreement, including but not limited to state and local privilege, excise, sales, and use taxes and any taxes or amounts in lieu thereof paid or payable by Pawprints, but excluding taxes based upon the net income of Pawprints.

   3. No Setoffs. All amounts payable to Pawprints under this Agreement shall be paid by the Client to Pawprints in full without any setoff, recoupment, deduction, or withholding for any reason.

3. Confidentiality and Data Processing

   1. Definition of Confidential Information. “Confidential Information” means any technical, business, or financial information or data (including any compilation, program, or process) that is disclosed by one party to the other party pursuant to this Agreement and that is identified in writing as confidential or would reasonably be recognized as confidential due to the nature of the information or circumstances surrounding its disclosure. Confidential Information of Pawprints includes the Service, the Documentation, and associated organization, design, algorithms, methods, templates, data models, logic flow, and screen displays. Confidential Information of Client includes the Client Data. Confidential Information, however, does not include information that: (a) is or becomes publicly known or available without breach of this Agreement; (b) is received by a receiving party from a third party without breach of any obligation of confidentiality; (c) was previously known by the receiving party as shown by its written records; or (d) was independently developed by the receiving party as shown by its written records.

   2. Confidentiality Duties. A receiving party agrees: (a) to hold the disclosing party’s Confidential Information in confidence, (b) except as authorized by this Agreement, not to use, disclose, copy, transfer, or allow access to the disclosing party’s Confidential Information, and (c) to protect the disclosing party’s Confidential Information from unauthorized use and disclosure using the same degree of care that it uses for its own Confidential Information, but at least a reasonable level of care. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of the disclosing party as required by law or court order; in such event, such party shall, unless prohibited by law, inform the other party prior to any such required disclosure so that the other party may seek to obtain a protective order or other protections against the disclosure of its Confidential Information.

   3. Remedies. If the receiving party discloses or uses any Confidential Information of the disclosing party in breach of confidentiality protections hereunder, the disclosing party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

   4. Aggregated Data. Pawprints may use, disclose and retain data derived from the use of the Service that has been aggregated and anonymized in a way that prevents direct or indirect identification of Client, Users, or other individuals, for service improvements, benchmarking, analytics supporting Client’s use of the Service, and other Pawprints’ business purposes.

   5. Data Processing.

      1. To the extent personal information that is within the Client Data (“Client Personal Data”) is subject to applicable U.S. state privacy laws, Client is the “controller” or “business” and Pawprints is the “processor,” “service provider,” or “contractor,” as applicable. Pawprints will: process Client Personal Data solely to: (a) implement, provide, secure, support, maintain, and improve the Service; (b) comply with Client’s documented instructions; and (c) perform other purposes permitted by applicable law. Pawprints’ processing includes data collection, storage, use, retrieval, disclosure, deletion, and other processing necessary to provide the Service; involves the types of personal data submitted to the Service by Client, including personal data related to Users and Client’s customers; and continues for the term of this Agreement.

      2. Pawprints will: (a) not sell or share Client Personal Data, process it for targeted advertising, or retain, use, disclose, or combine it except as allowed by this Agreement or required by law; (b) ensure that its personnel who process Client Personal Data are bound by confidentiality obligations; (c) reasonably assist Client with consumer rights requests and required data protection assessments; (d) upon Client’s request, make information reasonably necessary to demonstrate Pawprints’ data protection compliance available to Client; (e) engage subprocessors only under written obligations at least as protective as this Section and remain responsible for their performance; and (f) notify Client if Pawprints determines it can no longer meet its obligations under applicable privacy laws, in which case Client may take reasonable steps to stop and remediate unauthorized processing.

   6. Security. Pawprints shall implement and maintain administrative and technical security measures consistent with applicable industry standards that are designed to protect against any unauthorized use of or access to the Service and Client Data.

   7. Breach Notification. Pawprints shall report to Client any accidental or unlawful alteration, unauthorized disclosure of, or access to Client Data hosted by Pawprints under the Service (a "Breach") without undue delay, and in any event within seventy-two (72) hours after Pawprints determines that a Breach has occurred, unless restricted by law. Pawprints will cooperate with Client in addressing any such Breach.

   8. Privacy Notice. Pawprints’ collection and use of personal information about Client’s account contacts and Users in connection with administering the Service, including names, email addresses, and similar account-level information provided to Pawprints in its capacity as a controller, is governed by Pawprints' Privacy Notice, available at https://pawprintsvetsoftware.com/legal/privacy, as updated from time to time.

4. Proprietary Rights

   1. Pawprints’ Proprietary Rights. Except for Client’s limited rights to use the Service and Documentation during the Term, nothing in this Agreement transfers or provides any intellectual property in and to the Service or Documentation to Client. Pawprints shall retain sole ownership of all such rights, including rights in any updates and enhancements to the Service and Documentation.

   2. Client Data. As between Client and Pawprints, Client owns all rights, title, and interest in and to the Client Data. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Client Data, and warrants that it has and will continue to have all rights and consents necessary to allow Pawprints to use all such data as contemplated by this Agreement. Client hereby grants to Pawprints a royalty-free, fully paid, non-exclusive, non-transferable (except as set forth in Section 10.5), sub-licensable (but only to its subcontractors), worldwide right to reproduce, use, process, transfer, and store Client Data solely for the purposes and for the duration of performing Pawprints’ rights and obligations under this Agreement.

   3. Feedback. Pawprints shall have a royalty-free, worldwide, perpetual, irrevocable, non-exclusive license to use and incorporate into the Service and other Pawprints products any suggestions, ideas, enhancement requests, or feedback provided by Client or any User relating to the Service.

   4. Custom Materials. If Pawprints develops any custom software, scripts, documentation or other materials under this Agreement (“Work Product”), then Client acknowledges and agrees that Pawprints will be the sole owner of all intellectual property rights in and to such Work Product.

5. Term and Termination

   1. Term; Free Trial Period. This Agreement begins on the Effective Date and continues for the initial term specified in the Order (“Initial Term”) unless earlier terminated in accordance with this Agreement. The Initial Term may, in Pawprints’ discretion, be a free trial of the Service. In such case, this Agreement will automatically terminate at the end of the free trial if Client does not convert the Service into a paid Service before the end of the free trial.

   2. Renewals. Unless otherwise specified in the Order and except for the end of a free trial, this Agreement shall automatically renew for successive renewal terms of the same length as the Initial Term, unless either party provides written notice of its intent to terminate this Agreement at least thirty (30) days prior to the end of the initial Term or applicable renewal term. Pawprints may increase its fees upon sixty (60) days prior written notice to Client, effective at the beginning of the next applicable renewal term.

Termination for Breach. Either party may terminate this Agreement if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after written notice identifying specifically the basis for such notice.

Export of Client Data. The Service includes a self-service option to export Client Data. If Client wishes to keep a copy of Client Data after termination of this Agreement, Client must export its Client Data from the Service prior to or within thirty (30) days after termination. Pawprints may destroy Client Data at any time after thirty (30) days after termination of this Agreement and has no responsibility to retain Client Data after this time period to satisfy Client’s data retention obligations under applicable law or for any other purpose.

Survival. The terms provided in Sections 2, 3.1, 3.2 3.3, 3.4, 4, 5.4, 5.5, 6.4, 6.5, 7, 8, 9, 10, and 11 of this Agreement shall survive any termination of this Agreement. In the event of termination, Client agrees to pay Pawprints for services rendered up to the date of termination.

6. Warranties

   1. Warranties. Pawprints warrants, during the Term, that: (i) Client's production instances of the Service shall materially conform to the Documentation, and (ii) the functionality of the Service as of the Effective Date, when considered as a whole, shall not materially decrease during the Term. If Client believes there has been a breach of the foregoing warranty, Client will provide Pawprints written notice of such breach within thirty (30) days after discovery, including all substantiating documentation. If the non-conformity persists more than sixty (60) days after such written notice, then Client may terminate its right to use the affected Service and, as Pawprints’ sole liability in connection with a breach of this warranty, Pawprints shall refund to Client any prepaid fees covering the remainder of the term of the affected Service after the effective date of termination. Client’s sole remedy for breach of this warranty shall be for Pawprints to correct the issue at no charge to Client, or, if applicable, the refund described above.

   2. Mutual Warranty. Each party represents and warrants that it has received all necessary authority and approvals to enter into this Agreement, and that the negotiation and performance of this Agreement is not in conflict with any other agreement entered into by such party.

   3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, PAWPRINTS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF USAGE IN THE TRADE OR BY COURSE OF DEALING. Pawprints does not warrant or guarantee that the Service will be error-free or will operate without interruption.

   4. Compliance.

      1. The Service is a software platform that is designed and intended to support Client’s management of certain veterinary logging and other requirements, including DEA requirements, as further described in the Documentation. However, Pawprints does not warrant or certify Client’s compliance with any laws, regulations, or standards. Pawprints does not provide legal services or advice, and Client is advised to obtain and use legal counsel to provide legal advice regarding Client’s compliance requirements. Pawprints does not warrant or guarantee that use of the Service or any other services will satisfy Client’s compliance, audit, and legal obligations.

      2. Client is solely responsible for (a) determining the requirements applicable to Client, its records, and processes; and (b) configuring and using the Service in accordance with applicable laws. Without limiting the foregoing, Client specifically acknowledges and agrees that: (i) Client, and not Pawprints, is the entity or person responsible for registering with the DEA and for meeting all federal and state requirements for handling of controlled substances and related recordkeeping, and (ii) Client is solely responsible for (1) confirming and presenting the applicable consent and disclosure language to its clients for their use of electronic forms and signatures and (2) confirming the authority and identity of the party signing such forms at the time of signing.

   5. Client Responsibilities. Client is exclusively responsible for: (a) establishing operating procedures, appropriate access and permissions, and controls; (b) providing virus protection on its systems; (c) ensuring the accuracy of data input and data output; and (d) its use of information and data within the Service. Client will ensure that its Users are educated and trained in the proper use and operation of the Service and that the Service is used in accordance with applicable Documentation.

   6. Beta Service. The Service, or parts of a Service, may be identified in the Order as in pre-release, beta form (“Beta Service”). The Beta Service is provided in pre-release, beta form on an “AS IS” and “AS AVAILABLE” basis, for a period specified in the Order (or for the entire Service Term if no other beta period is identified in the Order). Pawprints does not make any warranties of any kind regarding the Beta Service. Pawprints may, in its sole discretion, modify, suspend, or discontinue the Beta Service at any time upon notice to Client, and no service level commitments apply to the Beta Service. Client’s use of the Beta Service is at Client’s sole risk, and Pawprints has no liability for any loss, damage, or expense arising from such use. During the beta period, Client agrees to provide Pawprints with reasonable input and suggestions as to the usefulness of the Beta Service and potential improvements that could be made to the Beta Service.

7. Liability and Insurance

   1. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL EXCEED THE AMOUNTS ACTUALLY PAID AND/OR PAYABLE BY CLIENT UNDER THE ORDER IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR OTHER SIMILAR DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, SAVINGS, USE, OR GOODWILL, REGARDLESS OF THE CAUSE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF A PARTY'S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL LIMIT A PARTY'S LIABILITY FOR (A) ITS WILLFUL MISCONDUCT, (B) ITS FRAUD OR FRAUDULENT MISREPRESENTATION, (C) INFRINGEMENT BY A PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR (D) ITS RESPONSIBILITY TO PAY FEES DUE HEREUNDER.

   2. Allocations of Liability. The allocations of liability in this Section represent the agreed and bargained‑for understanding of the parties and Pawprints’ compensation for the Service reflects such allocations.

8. Indemnification

   1. Pawprints’ Obligations. Pawprints shall: (a) defend Client, its officers, directors, and employees against any third party suit, claim, or demand (each, a “Claim”) that alleges the Service used in accordance with this Agreement infringes any intellectual property rights of such third party; and (b) pay any court-ordered award of damages or settlement amount, which may include any expense, liability, loss, damage, costs or reasonable attorneys' fees, each to the extent payable to a third party, to the extent arising from such Claims. The foregoing indemnification obligation of Pawprints shall not apply if the alleged infringement arises from: (1) modification of the Service by any party other than Pawprints or its contractor; (2) combination of the Service with non-Pawprints products, applications, or processes; (3) any unauthorized use of the Service, or use that is not in compliance with any applicable laws, regulations, and/or this Agreement; (4) any third-party products, processes or materials; or (5) Client Data. THIS SECTION SETS FORTH PAWPRINTS’ SOLE LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

   2. Client’s Obligations. Client shall: (a) defend Pawprints, its officers, directors, and employees against any Claim that arises from or relates to: (i) Client Data; or (ii) the failure of Client to configure or use the Service in accordance with the Documentation or as required by law; and (b) pay any court-ordered award of damages or settlement amount, which may include any expense, liability, loss, damage, costs or reasonable attorneys' fees, each to the extent payable to a third party, to the extent arising from such Claims.

   3. Process. Each party’s obligations under this Section 8 are subject to the following: (i) the indemnified party shall promptly notify the indemnifier in writing of any Claims (provided, however, that the failure to give prompt written notice shall not limit the rights to indemnification except to the extent that the indemnifier is materially prejudiced by such failure); (ii) the indemnifier shall have sole control of the defense and all related settlement negotiations with respect to any Claims (provided that the indemnifier may not settle any Claims that require the indemnified party to admit any liability or incur any financial obligation without the indemnified party’s consent); and (iii) the indemnified party shall cooperate at the indemnifier’s cost in such defense and settlement.

9. Dispute Resolution

   1. Arbitration. The parties agree to attempt to resolve any controversy, claim or dispute (“Dispute”) arising out of or relating to this Agreement by means of good faith discussion and negotiation. If a Dispute cannot be resolved within thirty (30) days, then, upon notice by either party to the other, any Dispute shall be finally settled by binding arbitration administered by a single arbitrator under the commercial rules of the American Arbitration Association. The location for any mediation or arbitration shall be in Raleigh, North Carolina. In any Dispute, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction in case of a breach or threatened breach by the other party of its confidentiality obligations and/or as necessary to protect its intellectual property.

   2. Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. NEITHER PARTY SHALL HAVE THE RIGHT TO PARTICIPATE AS A CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO FILE OR PARTICIPATE IN A CLASS ACTION, TO ACT AS A PRIVATE ATTORNEY GENERAL, OR TO SEEK RELIEF ON A CONSOLIDATED OR REPRESENTATIVE BASIS. IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS.

Governing Law. This Agreement shall be interpreted, construed, and governed by the laws of the State of North Carolina, without regard to conflict of law provisions.

10. Miscellaneous

    1. Independent Contractors. The parties are and intend to be independent contractors under this Agreement. No form of joint employer, joint venture, partnership, or similar relationship between the parties is intended or hereby created.

    2. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing under this Agreement (except for payment obligations for Service provided), when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including but not limited to acts of God and natural disasters, including fire, flood, earthquake, tornado, hurricane, lightning, storm, or drought; epidemic, pandemic, outbreak of infectious disease, quarantine, or other public health restrictions; war, armed conflict, terrorism, sabotage, riots, civil disturbance, blockade, or embargo; cyberattacks on third-party infrastructure, denial-of-service (DDoS) attacks or other network attacks, ransomware attacks, or failures or outages of third-party hosting providers, internet service providers, telecommunications carriers, or utility providers; any law, order, rule, regulation, direction, or action of any governmental or regulatory authority, including government shutdowns, export or import restrictions, embargoes, or any change in applicable law or regulation; and general labor disturbances, strikes, lockouts, or labor unavailability (a "Force Majeure Event"). The party suffering a Force Majeure Event shall notify the other party as soon as possible and shall use reasonable efforts to mitigate the effects of such Force Majeure Event.

Entire Agreement. This Agreement, including the Order, comprises the entire agreement between Client and Pawprints and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter herein. Client, in entering into this Agreement, acknowledges that it has not relied upon any representation, warranty, statement, or assurance made by or on behalf of Pawprints that is not expressly set forth in this Agreement, and irrevocably waives any right or remedy it might otherwise have in respect of any such extra-contractual representation or warranty. If there is a conflict between this Agreement and the Order, this Agreement shall govern unless the Order expressly identifies the term of this Agreement being varied. Except as provided expressly herein, this Agreement shall not be modified or amended except in a written amendment executed by both parties. No waiver of any provision of this Agreement, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance. Any additional or conflicting terms on any purchase order or similar document shall be void and without effect.

Headings. Headings used in this Agreement are for convenience of reference only and shall not be deemed a part of this Agreement.

Assignment. Neither party may assign this Agreement or any right hereunder without the prior written consent of the other party; provided however that a party may assign this Agreement to the acquirer of all or substantially all of its business, so long as such acquirer agrees in writing to be bound by the terms of this Agreement. Any attempted assignment not authorized herein shall be null and void.

Publicity. Pawprints may use Client’s name and logo in a list of Pawprints clients; provided that Pawprints will remove Client from any such list upon Client’s request.

Export Laws and Sanctions Compliance. Client shall not directly or indirectly use, export, re-export, release, or transfer the Service, Documentation, or any related materials in violation of any export control or economic sanctions laws or regulations (“Export Laws”). Client represents and warrants that neither it nor any of its Affiliates or owners is a Sanctioned Person, meaning any individual or entity (a) named on any U.S. government denied-party, restricted-party, or sanctions list, including the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) List of Specially Designated Nationals and Blocked Persons, the OFAC Sectoral Sanctions Identifications List, or any other list maintained under Export Laws, or (b) owned or controlled by, or acting for or on behalf of, any such individual or entity. Client further represents and warrants that it is not located in, organized under the laws of, or ordinarily resident in, and will not access or use the Service, Documentation, or related materials from, any country or region subject to comprehensive U.S. sanctions administered by OFAC. Client shall promptly notify Pawprints if Client or any of its Affiliates or owners becomes a Sanctioned Person during the Term. Pawprints may immediately terminate this Agreement or any Order upon written notice if Export Laws prohibit Pawprints from providing the Service or services to Client.

Notices. All notices required or permitted hereunder shall be in writing, delivered personally; by certified or registered mail, or by overnight delivery by an established national delivery service at the respective addresses set forth in the Order. Notices to Client shall be sent to the attention of the person signing the Order at the Client address specified in the Order. A party may update its notice information by providing notice of same to the other party. All notices shall be deemed effective upon personal delivery, or when sent if by email if receipt is confirmed, or when received if sent by certified or registered mail or by overnight delivery.

Counterparts. This Agreement and any Orders may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

Electronic Communications and Signatures. The parties agree that this Agreement and any Orders may be executed and delivered by electronic means, including digital signatures and online acceptance through a “click and accept” method, and such acceptances and signatures shall be deemed to have the same legal effect as original signatures. Pawprints may also provide Client with account-related communications, notices, invoices, service messages, and other communications electronically, including by email, or notification through the Service. Client is responsible for maintaining current account and contact information.

11. Definitions

    1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means direct or indirect ownership of more than 50% of the voting interest of the subject entity, provided that any such Affiliate shall be deemed an Affiliate only for so long as such control lasts.

    2. "Client Data" means data and information provided or submitted by Client, its Affiliates, or their Users to the Service, including any such data and information included in outputs and/or reports generated by Client while using the Service. Client Data does not include data aggregated or de-identified by Pawprints in accordance with this Agreement.

    3. "Documentation" means the administrator guides, user guides and other documentation generally made available by Pawprints for the Service, as updated from time to time by Pawprints.

    4. “Including” or “Includes” means “including, but not limited to” or “includes, but is not limited to”

    5. "Order" means an ordering document, online signup form, or statement of work agreed to by the parties that references this Agreement and sets forth the specific Service modules being acquired, the Term, pricing, limitations, setup services, and other agreed terms.

    6. "Service" means the software as a service platform provided by Pawprints to Client, including software, content, functionality, and features, as specified in the Order, as updated from time to time by Pawprints.

    7. “Support Terms” means the support terms specified at https://pawprintsvetsoftware.com/legal/support-terms, as may be updated by Pawprints from time to time.

    8. "Term" means the Initial Term as defined in Section 5.1 above and any renewal terms of the Agreement.

    9. "Users" means officers, managers, employees and contractors of Client and its Affiliates who are authorized by Client to use the Service.