PracticeVeterinary® Service
Level Agreement |
THIS PRACTICEVETERINARY SERVICE LEVEL AGREEMENT ("Agreement")
is between SolidSource Corporation ("SolidSource") and ______________
("Customer") located at _________________________________________
("Customer's
Premises").
- 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. |
- Additional Services: At the request of Customer additional
hardware/services may be added to the System's configuration. This will
increase the monthly fees.
- 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.
- 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.
- 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.
- 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. |
- Software Upgrades: All upgrades to PracticeVeterinary
software released by SolidSource will be provided to the Customer at
no cost.
- 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.
- 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: $____
- 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.
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- 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.
- This Agreement shall not be assigned by Customer except with the prior
written consent of SolidSource.
- This Agreement may be executed in any number of counterparts, all
of which taken together shall constitute one instrument.
- 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.
- 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.
- 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