Terms and Conditions 32"

TERMS and CONDITIONS

(1). System (see Schedule 1 below). As you know, Pets Central Media, Inc. (“PCM” or the “Company”) would like the right to supply, install, monitor, maintain and repair the digital media edutainment System described on Schedule 1 (the “System”) in the lobby of your place of business (the “Premises” or “your Premises”), for use in displaying live digital media entertainment, information, education and advertising content supplied by us (the “Programming Content”), as described and in exchange for the charges and costs shown in the attached Schedules.

(2).Installation Of The System: Programming: Security (See Schedule 1A below). We will supply, install, monitor, maintain and repair the digital media edutainment System for use in displaying live digital media entertainment, information, education and advertising content supplied by us (the “Programming Content”)on your existing HDMI compatible TV, that has internet connection, in your Premises during your regular business hours.

If you want to customize the broadcast to your Practice (“Customized Practice-Specific Programming”) there will be additional charges, as shown on Schedule 2.

You shall be required to pay a monthly subscription fee of $68.00

(3).ONLINE PHARMACY STORE. The System may also allow you to offer your clients an online pharmacy described on Schedule 3 that they can log onto while in your reception room or that can be streamed to their mobile device or home computer at any time.

(4).ONLINE RETAIL STORE. The System may also allow you to offer your clients an online retail store described on Schedule 4 that they can log onto while in your reception room or that can be streamed to their mobile device or home computer at any time

(5).ONLINE CONTINUING EDUCATION CLASSES. The System may also allow you to sign up for online continuing education classes that can be downloaded at your home, office or other location at your leisure described on Schedule 5.

(6).ONLINE TELEVETERINARY SERVICE. The System may also allow you to sign up for our televeterinary service described in Schedule 6. PLEASE BE ADVISED THAT, in connection the televeterinary service and any other activities, PCM is not licensed, registered, approved or acting as a provider or as a referral service.   In connection with this televeterinary service, please indicate if you or any of the veterinarians in your Practice are specialists and, if so, the special areas of practice involved: I/we am/are specialists and my/our specialty/ies are as follows: ____________________________________________________________________________________.

[____] IF YOU CHECK THIS BOX, YOU ARE INDICATING THAT, IN ADDITION TO BEING PROVIDED WITH THE PROGRAMMING CONTENT DESCRIBED IN PARAGRAPH 2, ABOVE, FOR NO ADDITIONAL CHARGE, YOU WANT TO BE PROVIDED WITH ONE OR MORE OF THE ADDITIONAL SERVICES DESCRIBED IN PARAGRAPHS 3, 4, 5 AND 6, ABOVE.

(7).Permitted Use. You agree to operate the Existing System and/or the System continuously during normal business hours at a reasonable volume audible to your clientele, in the lobby of the Premises using reasonable precautions to prevent excessive exposure to sunlight or other glare. You may only use the Existing System and/or the System to display the Programming Content. You agree to refrain from modifying the Existing System and/or the System or the Programming Content or other services provided by PCM in any way, including the installation of an additional cable box, DVD player, or other similar device that displays other media programming.

(8).Programming Content. You acknowledge that we have complete, full and exclusive authority and discretion in the management and control of the Existing System, System, the Programming Content and all services provided by PCM. We entered into, and will continue to enter into, agreements with certain third parties including content providers, and local and national advertisers to provide the Programming Content. At charges shown on Schedule 1, you may have the opportunity to display limited, Customized Practice-Specific Programming tailored to your place of business and Practice, through a template offered by us strictly in accordance with our parameters (and the parameters of our content providers) then in effect that apply to such Customized Practice-Specific Programming. Except with respect to your acts, omissions or breach of this letter Agreement (including with respect to any Customized Content), you shall not be liable for any damages, injuries, or claims to or by third parties arising out of the Programming Content mandated by us (but not your Customized Content) or any third parties’ performance of services connected with or in furtherance of the Programming Content mandated by us (but not your Customized Content), and we agree to indemnify, defend and hold you harmless from and against any and all such actual or potential liabilities (but not as to your Customized Content). You agree to indemnify, defend and hold PCM and its affiliates and service providers harmless from and against any and all such actual or potential liabilities arising out of or relating to your Customized Content and any of your acts, omissions and breaches. You agree that you do not have any ownership of or any right, title or interest in or to the System or any Programming Content and will not assert any rights in derogation of or contrary to those claimed by PCM.

(9).Maintenance; Damage. We will maintain and repair the System to ensure its continued operation, provided that you will be responsible for repairing any and all physical damage or destruction to the System resulting from your actions or omissions or those of your employees, patients, clients, guests and others for whom you are legally responsible. You agree to insure the System against damage or destruction caused by fire, vandalism, theft, loss and other circumstances typically covered through property insurance of no less than $5,000 and you shall provide a certificate of insurance evidencing such insurance to PCM, with PCM to be named as an additional insured.

(10).Utilities. You are responsible for obtaining and paying for all utilities necessary to operate the Existing System and/or the System, including electrical power and a broadband internet connection.

(11).Term. The term of this letter Agreement will begin on the date of installation of the System and will continue for a period of three (3) years. This letter agreement will renew automatically for additional 3 year periods unless either of us gives written notice of nonrenewal, in accordance with this Agreement, to the other party, at least 180 days prior to expiration date. Notwithstanding the foregoing, however, your Practice may terminate this Agreement at any time, by giving the Company sixty (60) days written notice, given in the manner described in Paragraph 19, below. Within 90 days after the termination or expiration of this letter Agreement, we shall have the right to remove the System from the Premises during normal business hours. The following provisions and obligations contained in this Agreement shall survive any expiration or termination of this Agreement: the Practice’s Obligations with regard to damage to or theft or loss of any part or all of the System; the obligations described in Paragraph 7 relating to Permitted Uses; any obligation to indemnify, defend or hold the other Party harmless under this Agreement or applicable law, including, but not limited to, as set forth in Paragraphs 8 and 16; any warranties or representations of the Parties; any restrictions on the Practice’s use of Programming Content; any liability for any breaches, acts or omissions of the Parties; any obligation to insure the System and to pay over to the Company any insurance proceeds paid to the Practice on account of damage to or theft or loss of the System; the Practice’s obligation to pay utilities for operating the System; obligations to keep and provide records under Paragraph 15; and the General Provisions set forth in Paragraph 20.

(12).Termination. If either of us fails to keep or perform any material duty, obligation, or covenant under this letter Agreement and does not adequately correct such failure within 90 days of written notice of the same, the other may terminate this letter Agreement by written notice. In addition, in the event that any contract we have with a content provider expires or is terminated resulting in the loss of availability of any part or all of the Programming Content and we determine in good faith that we cannot at the time of such loss of availability procure substitute Programming Content on terms that are acceptable to us, in our sole, absolute and unfettered discretion, we may terminate this Agreement without liability to us from such termination upon at least thirty (30) days prior written notice by us to you and PCM may remove the equipment.

(13).Exclusivity. During the term of this letter Agreement, you agree to refrain from directly or indirectly displaying, operating or promoting any electronic device that displays digital, audio-visual or other media programming content or any type or nature in the lobby of the Premises or other areas of the Premises accessible to your clients, other than the System. You understand and acknowledge that we would not be willing to provide you with the System if you were not willing to grant us such exclusive rights within the Premises.

(14.).Ownership Rights. The System and all Programming Content and other services (as well as any and all copyrights, trademark and other intellectual property rights arising out of or relating thereto) at all times shall be and remain PCM’s sole and exclusive property. We are granting you a limited right to operate the System and have the Programming Content and other services broadcast in and provided to your Premises strictly in accordance with this letter Agreement. We may make any Uniform Commercial Code filing or other security documents necessary to protect our ownership of the System and, if requested to do so, you shall notarize, execute and deliver, such other and further documents as are requested by PCM to evidence the same. You grant us the right to access the Premises to monitor, repair, upgrade, replace and/or inspect the System at any time during normal business hours. You acknowledge that all income received from third parties in connection with the System, Programming Content and any other services provided by PCM, whether received from content providers, advertisers, sponsors or otherwise, belongs exclusively to PCM and not to you.

(15).Record Keeping. You agree to provide us with a summary of the total number of patient visits to the Premises on a monthly basis within 10 days of the end of the month, via POS reports, transaction summaries, or otherwise. We may use the information for internal marketing purposes and may disclose the information to our content providers and their advertisers.

(16).Indemnification. Each party agrees to indemnify, defend and hold the other party harmless from and against any and all third-party claims, demands, actions, causes of action, suits, damages, liabilities and costs and expenses of every nature, including reasonable attorneys’ fees, relating to or arising out of their respective acts and omissions and their respective breaches of this Agreement and any promises, covenants, covenants, indemnities, representations or warranties contained herein. In addition, you further agree to indemnify, defend and hold us harmless with respect to any accident or other occurrence causing injury to or death of any person or damage to property by reason of the System, unless such injury or damage results from our gross negligence or willful misconduct, in which case we will indemnify, defend and hold you harmless.

(17).Limitation of Liability. Our liability, if any, arising out of or in any way related to this letter Agreement or any act, omission or breach arising out of or relating thereto shall be limited to $10,000. In no event will we be liable for indirect, incidental, special, punitive or consequence damages, including damages incurred by third parties, caused by power failures, down time caused by System failures or server failures shortfalls, regardless of whether we have been advised of the possibility of such damages.

(18).Representations and Warranties. Each party hereby represents and warrants to the other party that: (i) it has the right, power, and authority to enter into and perform its obligations under this letter Agreement; (ii) it has taken all requisite action to approve the execution, delivery, and performance of this letter Agreement; and (iii) this letter Agreement constitutes a legal, valid, and binding obligation. You further represent and warrant that all information provided to us arising out of or relating to this Agreement is true, accurate and complete, including, but not limited to, the information included in the Questionnaire attached as Schedule 7.

(19).Notices. Any notices or other communication to either of us shall be in writing and shall be deemed to be received when delivered in person or at the close of the second full business day following the day on which such notice is provided to a national overnight delivery service (e.g., Federal Express) and is emailed and mailed by first class registered or certified mail, postage prepaid, addressed as set forth herein. Any change of address shall be made by written notice in the manner described above.

(20).General Provisions:

(a).Governing Law, Jurisdiction, Venue and Service of Process. This Agreement shall be governed by the laws of the State of California and, where federal law is applicable, the laws of the United States, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other country or jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. In the event of a dispute arising out of or relating this Agreement or any matter arising out of or relating thereto, the Parties hereby agree that, at the written election of PCM, in its sole, absolute and unfettered discretion, either the United States District Court for the Central District of California, downtown Los Angeles, or the Superior Court of California, County of Los Angeles, West District, Santa Monica Branch, shall be the sole jurisdiction and venue for the bringing of such action. With regard to any dispute arising out of or relating to this Agreement, service of the summons and complaint, subpoenas and all other process of any type or nature may be made in the same manner as is provided for with regard to giving notices under this Agreement, as set forth above, and the Parties knowingly, voluntarily and intelligently waive any right to any other notice or opportunity to be heard or any other due process rights.

(b).Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes any prior or contemporaneous agreement or understanding, whether written or oral, among the parties or between any of them with respect to the subject matter of this Agreement. There are no representations, warranties, covenants, promises or undertakings, other than those expressly set forth or referred to herein.

(c).Attorneys’ Fees. In the event of any dispute arising out of or relating to this Agreement or any matter arising out of or relating thereto, the prevailing party shall be entitled to costs and expenses, including, but not limited to, attorneys’ and experts’ fees and costs.

(d).Severability. If any provision of this Agreement, or its application to any person, place or circumstance, shall be held by a court of competent jurisdiction to be illegal, invalid, unenforceable or void, then such provision shall be enforced to the extent that it is not illegal, invalid, unenforceable or void, and the remainder of this Agreement, as well as such provision as applied to other persons, places or circumstances, shall remain in full force and effect.

(e).Further Assurances. Each party hereto will notarize, execute and deliver to the other party such documents and take such other lawful acts as are reasonably necessary to carry out the purposes and intent of this Agreement.

(f).Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original but when taken together shall constitute but one instrument. This Agreement may be executed in any number of counterparts, all of which when taken together shall be considered one and the same agreement, it being understood that all Parties need not sign the same counterpart. Any photocopy, facsimile copy or scanned copy of this Agreement bearing one or more signatures shall be binding, valid and admissible, as though original and, when taken together with all other such copies and originals collectively bearing the signatures of all parties, the same shall be considered as one agreement.

(g).Attorney and Other Advice.   Each party has been advised and afforded the opportunity to seek independent advice from their respective independent attorneys, representatives and other advisors in connection with this Agreement.

(h).Other Miscellaneous Provisions. The parties intend to create a relationship of independent contractors, and not partners, joint venturers, agents or employees of the other. Neither party has any right, power or authority, express or implied, to bind the other. You may not assign this letter Agreement nor any of your rights or obligations hereunder without our prior written consent, except to a successor to substantially all of your business or assets. Subject to the foregoing, all of the terms, provisions and conditions hereof shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto, and their respective heirs, personal representatives, successors and assigns. Paragraphs 8, 9, 10, 13, 14, 16, 17 and 18 and all indemnities, warranties, representations and obligations to return the Existing System and/or the System, in the manner described herein, shall survive the termination or expiration of this Agreement.


Schedule 1

System Description and Charges For Services

The Delivery System is comprised of the following:

The practice TV must be compatible with HDMI port and internet connection

  1. A Pets Central media player
  2. Installation charge $450

The above hardware will allow clients to view seamless educational and entertainment programming 24/7 while visiting the veterinary practice.

The practice clients will also be able to stream the same content to their home computer and mobile devices anytime and anywhere.

The monthly cost for this service is $68.00 for the first 24 months.

Additional equipment can be available for the veterinary consultation rooms and/or surgery:

Size, price and placement to be mutually agreed upon.

  1. Any size monitor suitable for the veterinary consultation rooms for clients to view while waiting; and
  2. Any size monitor for the surgery room for use in tele-veterinary consultations.

Option: if you would like to purchase a TV from Pets Central Media we can offer these discounted prices:

a)

32” LG Commercial TV, standard tuner & speakers  $360

2 year warranty

Articulating TV mount $60

Pets Central Media player  $200

System Installation  $440

 

b)

42” LG Commercial TV, standard, tuner & speakers  $580

2 year warranty

Articulating TV mount  $60

Pets Central Media digital player  $200

System Installation  $440


Schedule 2

Customized Practice-Specific Programming

Customized Practice Content to be included in the content provided by PCM which shall only air in the providing practice, unless it is to be used and paid for as a commercial on the PCM website, shall be charged a one time post production cost for the editorial and administrative costs incurred which shall be as follows:

  1. Up to 3 still photographs or slides provided by the veterinary practice……..$50.00
  2. No more than 2 video clips of no more than :30 seconds provided by veterinary practice….. $250.00
  3. Customized content to be filmed by PCM film crew………………………..$2,000.00 per day

 Schedule 3

Online Pharmacy Store

The online Pets-Central Pharmacy will allow clients to fill or renew the prescriptions prescribed by their veterinarian.

The PCM Pharmacy shall be a full service pharmacy that offers all prescription pharmaceuticals.

The veterinary practice shall receive 100% of the net of charges above the wholesale cost, shipping and handling.


Schedule 4

 Online Retail Store

The online retail store will allow clients to buy their pet care needs, food, toys and accessories instead of going to other online retail outlets.

The veterinary practice shall receive fifteen percent (15%) of net retail price, shipping and handling, on items sold to its clients


Schedule 5

Online Continuing Education

 Education courses will be available to be taken online.

SCVMA programs shall be provided to SCVMA members free of charge.

Non SCVMA peer to peer programs will be offered on a pay per view basis. Programs shall be individually priced. The courses and prices shall be listed on the online course catalog and shall be updated regularly.

RACE approved credit will be available for select courses


 

Schedule 6

Online Tele-veterinary Services

Board-certified veterinary specialists shall be enrolled by PCM to offer online tele-veterinary consultations between veterinarians only. These services will NOT be available between veterinarians and pet owners. These services shall include specialists from the following AVMA-recognized Veterinary Specialty Organizations:

 

American Board of Veterinary Practitioners Including Canine/Feline, Avian, Exotic, Equine, Reptile/Amphibian, Feline

American College of Theriogenologists

American College of Veterinary Anesthesia and Analgesia

American College of Veterinary Behaviorists

American College of Veterinary Dermatology

American College of Veterinary Internal Medicine

Including Oncology; Cardiology; Neurology; Small Animal

American College of Veterinary Ophthalmologists

American College of Veterinary Pathologists

American College of Veterinary Preventative Medicine

American College of Veterinary Radiology

American College of Veterinary Sports Medicine and Rehabilitation

American College of Veterinary Surgeons

American College of Zoological Medicine

American College of Veterinary Emergency and Critical Care

American Veterinary Dental College

The fees for such tele-veterinary services to be provided by specialists shall be listed on the online tele-veterinary service portal panel that shall be password protected for approved PCM network members.

Please read and accept these terms and conditions (at bottom of page) to continue with your subscription registration.