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PracticeVeterinary® Service Level Agreement

THIS PRACTICEVETERINARY SERVICE LEVEL AGREEMENT ("Agreement") is between SolidSource Corporation ("SolidSource") and ______________ ("Customer") located at _________________________________________
("Customer's Premises").

  1. Engagement: Pursuant to the terms and conditions of this Agreement, SolidSource shall supply the following ("System") to Customer at Customer's Premises:
    a.  Number of user Ids __ to access the PracticeVeterinary Software
    b.  One Internet Connectivity Optimization (ICO) Box.
  2. Additional Services: At the request of Customer additional hardware/services may be added to the System's configuration. This will increase the monthly fees.
  3. Hardware Configuration: The Customer will maintain the minimum required hardware configuration suggested by SolidSource to enable the PracticeVeterinary software access and it's performance. Customer shall provide one Uninterrupted Power Supply (UPS) for each ICO box to ensure the quality of the power provided.
  4. Training: SolidSource will provide up to four hours online training on the day of the System's installation, Additional online training is available at no charge as needed.
  5. Technical Assistance: At no additional charge to Customer, SolidSource will provide telephonic or online technical assistance to Customer for PracticeVeterinary questions only. Hardware, Internet network and/or customer owned equipment assistance is not covered under this Agreement.
  6. Customer's Data:
    a.  Return of Customer's Data: Upon expiration of this Agreement's Term, SolidSource will supply one copy of all the Customer's data stored on SolidSource database at no cost, to the Customer on an electronic media in a standard format.
    b.  Data Security: Security has been built into the system through a sophisticated 128-bit encryption, role-based authentication and credentialing mechanisms to reduce the risk of data lost or security breaches. The Customer has the sole responsibly to keep System password secure and changed periodically.
    c.  Physical Security: SolidSource maintains multiple physical locations for data storage including Data Center in California and the ICO box at the Customer site. SolidSource Data Center maintains back-up power, fire protection, automatic data back-ups, and physical access protection to reduce data lost risk
    d.  Customer's data will be backed up on a daily basis by SolidSource and stored at the SolidSource Data Center.
  7. Software Upgrades: All upgrades to PracticeVeterinary software released by SolidSource will be provided to the Customer at no cost.
  8. Term: The term of this Agreement ("Term") begins on the Start Date and continues for a period of 3 years. The Start Date shall be 1 week after SolidSource provides Customer with passwords to access the configured version of PracticeVeterinary.
  9. Monthly Fees: For access and use of the System pursuant to this Agreement, Customer agrees to pay the amount shown below to SolidSource, in US dollars, on or before 1st of each month during the Term hereof. Monthly Fees: $____
  10. Set-Up Fee: The Customer agrees to pay SolidSource a System set-up fee, in US dollars, of $999.00, which is due upon the signing of this Agreement.
  11. Data Conversion Fee: (Optional) The Customer agrees to pay SolidSource any Data Conversion fee, in US dollars, of $699, which is due upon the signing of this Agreement.
  12. General Terms and Conditions: This Agreement includes the General Terms and Conditions attached hereto and fully incorporated herein.

IN WITNESS WHEREOF the duly authorized representatives of SolidSource and Customer have executed this Agreement.

SolidSource Corporation:
A Nevada Corporation
Company:
By: By:
It's: It's:
Date: Date:

 

General Terms and Conditions

These General Terms and Conditions are attached to and fully incorporated in to the PracticeVeterinary Software Only Service Level Agreement ("Agreement") entered into by and between SolidSource Corporation, a Nevada corporation ("SolidSource"), and the specific customer identified in the Agreement ("Customer"), in regard System defined therein. Unless otherwise indicated all capitalized terms herein have the same meaning ascribed to them in the Agreement.

  1. Within the time period set forth in the Agreement SolidSource shall provide ICO box and user IDs to access the PracticeVeterinary software from Customer's Premises. The Customer shall be responsible for providing and maintaining minimum hardware and Internet configuration suggested by SolidSource, which is required for the proper operation and performance of the System at Customer's Premises. The Customer shall be responsible for returning the ICO box back to SolidSource immediately after the termination of this contract. The Customer is liable for the replacement cost for the ICO box if it was damaged during Customer's possession.
  2. All payments due SolidSource by Customer hereunder shall be delivered to SolidSource on or before the due dates set forth in the Agreement. In the event SolidSource takes any action against Customer to collect on any payment past due, or enforce any rights of SolidSource against Customer, Customer agrees to pay all costs and expenses incurred by SolidSource, including attorneys' fees, and interest on the applicable past due debt accruing from the date due at the maximum rate of interest permitted by then applicable law, or in the alternative, and the option of SolidSource, at the rate of one and one-half (1.5%) per month. Customer shall pay all excise, sales and use taxes, fees, assessments and other charges levied and imposed by any foreign, federal, state or local government or governmental agency by reasons of the transactions which occur pursuant to this Agreement (other than taxes based on the income of SolidSource). Without limiting the foregoing, Customer shall promptly pay to SolidSource an amount equal to any such items actually paid, or required to be collected or paid, by SolidSource
  3. SolidSource and Customer mutually acknowledge and agree that at all times during the Term of this Agreement, or otherwise, ownership of and exclusive title to the System, as well as all patents, copyrights and trademarks related thereto, shall remain with SolidSource. As such, Customer agrees not to copy, reverse engineer or transfer any portion of the System or enable any third party to use the same in any manner. Accordingly, Customer agrees to fully indemnify, reimburse, defend and hold SolidSource harmless from and against any damages and/or losses of whatsoever kind, including, but not limited to, attorneys' fees, which arise from Customer's breach of this Agreement.
  4. SolidSource will use its best efforts to provide the System and services required hereunder in a timely, skillful and efficient manner. SolidSource further warrants that it has or will provide the resources and personnel necessary to carry out its obligations hereunder. Notwithstanding the foregoing, in no event shall SolidSource be liable to Customer for any delay or failure to perform under this Agreement to the extent such failure or delay shall be due to any delay, obstruction or interference beyond the reasonable control of SolidSource, including, but not limited to, delay, obstruction or interference caused by acts of God, strikes, lockouts, interruption or failure of any utilities serving Customer's Premises, the failure of Customer's Premises to comply with environmental and site requirements, failure or unavailability of third-party products or services necessary for SolidSource and/or the System to perform hereunder, and/or unforeseen or concealed conditions at Customer's Premises.
  5. THE LIMITED WARRANTIES IN THIS AGREEMENT ARE THE ONLY WARRANTIES MADE BY SOLIDSOURCE. SOLIDSOURCE MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, AND EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILTY AND FITNESS FOR A PARTICULAR FITNESS. In no event shall SolidSource be liable for special, direct, indirect, incidental or consequential damages arising out of or in connection with this Agreement, including the loss of actual or anticipated revenue, or loss of data or data rendered inaccurate due to the services and/or the failure of the System, even if SolidSource has been advised of the possibility of such damages, or for any claim that arose more than one (1) year prior to the institution of suit thereon. In no event shall SolidSource be liable for more than the amount previously paid to SolidSource by Customer hereunder.
  6. This Agreement shall not be assigned by Customer except with the prior written consent of SolidSource.
  7. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument.
  8. This Agreement shall be governed by the laws of the State of California. This Agreement may not be amended, modified, or altered or supplemented other than by means of a written instrument duly executed by both SolidSource and Customer.
  9. These General Terms and Conditions and the Agreement to which they are attached contains the sole and entire agreement and understanding of the parties with respect to the entire subject matter hereof, and any and all prior discussions, negotiations, commitments and understandings related hereto are hereby merged herein.
  10. ADDITIONAL TERMS APPLICABLE TO FREE TABLET PC - Limited time offer : (Offer expires 2/23/06) Subscription to PracticeVeterinary service plan with minimum of 5 User Ids and three months advance payment required to qualify for our Free Tablet PC Offer. Tablet PC model may vary by availibility and price.


Rev 021106