Metron Terms and Conditions

As an authorized agent of the veterinary practice below (“Client”), you agree for and on behalf of Client to purchase Upgrade & Support Services from DVMConnexx (“DVMC”) delivered by DVMC or assigned agents and provided in connection with the use of the EponaTech Metron product, subject to the accompanying terms and conditions. Client must comply with the Technical Requirements before receiving support services.  If needed, DVMC will assist with such compliance at an additional charge. 

Client Obligations

Client shall cooperate with DVMC and provide reasonable assistance (including but not limited to providing access and information regarding Client's computer system) to allow DVMC to fulfill its obligations under this Metron Upgrade & Support Signup Form.  Client acknowledges that DVMC is not a veterinarian and does not provide medical advice. Client shall be solely responsible for the accuracy of any veterinary medical advice provided to its patients through or when using the EponaTech Metron Imaging Software or DVMC Services.

Warranties - Technical Requirements

Client warrants that it meets the Technical Requirements or shall obtain the necessary equipment and services to meet the Technical Requirements, at Client’s sole expense.  Client agrees that DVMC may reasonably modify the Technical Requirements and Client shall obtain, at its sole expense, any technology necessary to comply with the Technical Requirements. Client shall notify DVMC before making changes to its equipment or services, whether or not included in the Technical Requirements, which may affect DVMC's ability to provide, and Client’s ability to receive, Services.  Client’s compliance with Technical Requirements is a condition precedent to DVMC’s obligations hereunder. 

Limitation of Liability

DVMC shall have no liability for loss, damages or expense, directly or indirectly, arising from Client’s inability to use or use of the Services, any product or system with which they are used or to which they relate, or a third party’s unauthorized use of Services, or, with respect to DVMC'S obligations under this agreement, for consequential, exemplary, or incidental damages even if DVMC has been advised of the possibility of such loss, damages, or expenses, including, without limitation, damages for loss of goodwill, work stoppage, or other commercial loss.  Client agrees that DVMC’s liabilities hereunder, whether arising out of contract, negligence, strict liability in tort or warranty, shall not exceed the amounts paid by the Client for the services during the then current term.  

General Provisions

• This Metron Upgrade & Support Signup Form and these terms and conditions constitute the final agreement between the parties relating to the matters stated herein.  This Metron Upgrade & Support Signup Form supersedes all prior and contemporaneous negotiations, correspondence, understandings and agreements between the parties relating to the subject matter hereof. This Metron Upgrade & Support Signup Form may be amended (including the addition of new services), and its provisions may be waived, only by the written agreement of the parties. If any provision hereof is held invalid, illegal or unenforceable, that shall not affect any other provision hereof.  Client warrants that it shall not post, shall not allow to be posted, and shall be solely responsible for the posting of: (a) any materials that infringe on any intellectual property rights of another; and (b) any libelous or defamatory material.  Client may not assign or transfer this Metron Upgrade & Support Signup Form without the written consent of DVMC. DVMC shall not be responsible for delays or failures to perform resulting directly or indirectly from governmental orders or restrictions, fire, flood, acts of nature, accident, civil disturbance, or any other cause(s) beyond its control. The laws of the State of Wisconsin shall govern this Metron Upgrade & Support Signup Form without regard to its provisions regarding conflict of laws.  Any suit between the parties concerning this Metron Upgrade & Support Signup Form shall be brought in the appropriate state or federal court in Green Bay, Wisconsin, Brown County. In the event of a dispute arising under or in connection with this Metron Upgrade & Support Signup Form, the parties explicitly agree to the following dispute resolution procedure:  representatives of each party with settlement authority will mediate the dispute and if such mediation is not successful in resolving the dispute, the parties shall submit the same to binding arbitration no later than thirty (30) days following the close of the mediation.  The parties explicitly agree to use the rules published by CPR at www.cpradr.org regarding the mediation and arbitration of business disputes to resolve any dispute that may arise between them under this agreement. DVMC is an independent contractor, and shall not be considered an employee of Client.
• All notices and communications conveyed hereunder shall be deemed given: (a) if in writing and served personally, (b) if by fax or email, upon receipt of confirmation, (c) if by an overnight delivery service, upon confirmed delivery, or (d) if by United States mail, ce