Network Portal & Fast Vet Software License Agreement
The effective date of this Software License Agreement (“Agreement”), will commence on the
date upon which the Equipment Details Form was executed by both parties (“Effective Date”).
This Agreement will govern the understanding between JoshCo Group, LLC, a Nevada limited
liability company with offices located at 325 E Warm Springs Rd, #201, Las Vegas, Nevada 89119
(hereinafter “Licensor”) and the User(s) of the Network Portal and Fast Vet Software
(hereinafter “Licensee”). Licensor and Licensee may be referred to herein collectively as the
“Parties” or individually as a “Party.”
WHEREAS, Licensor desires to license the Software described in Exhibit A to Licensee; and
WHEREAS, Licensor desires to grant access to the Network Portal described in Exhibit A to
WHEREAS, Licensee desires to obtain a license to use the Software for its internal business
purposes, subject to the terms and conditions of this Agreement.
The Parties agree as follows:
(a) “Authorized User” means an employee or contractor of Licensee who
Licensee permits to access and use the Software pursuant to Licensee’s license
(b) “Software” means the product described in Exhibit A, including any
Updates provided to Licensee pursuant to this Agreement.
(c) “Network Portal” means the access portal described in Exhibit A,
including any Updates provided to Licensee pursuant to this Agreement.
(d) “Updates” means any updates, bug fixes, patches, or other error
corrections to the Software that Licensor generally makes available free of charge to all
licensees of the Software.
(a) License Grant. Subject to the terms and conditions of this Agreement,
Licensor hereby grants Licensee a non-exclusive, non-sublicensable, and nontransferable
(except in compliance with Section 12(g)) license during the Term to use
the Software and access the Network Portal solely for Licensee’s internal business
purposes up to the number of Authorized Users set forth in Exhibit A. The total number
of Authorized Users will not exceed the number set forth in Exhibit A, except as
expressly agreed to in writing by the Parties.
(b) Use Restrictions. Licensee shall not use the Software or access the
Network Portal for any purposes beyond the scope of the license granted in this
Agreement. Without limiting the foregoing and except as otherwise expressly set forth
in this Agreement, Licensee shall not at any time, directly or indirectly: (i) copy, modify,
or create derivative works of the Software, in whole or in part; (ii) rent, lease, lend, sell,
sublicense, assign, distribute, publish, transfer, or otherwise make available the
Software; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise
attempt to derive or gain access to the source code of the Software, in whole or in part;
(iv) remove any proprietary notices from the Software; or (v) use the Software in any
manner or for any purpose that infringes, misappropriates, or otherwise violates any
intellectual property right or other right of any person, or that violates any applicable
(c) Reservation of Rights. Licensor reserves all rights not expressly granted to
Licensee in this Agreement. Except for the limited rights and licenses expressly granted
under this Agreement, nothing in this Agreement grants, by implication, waiver,
estoppel, or otherwise, to Licensee or any third party any intellectual property rights or
other right, title, or interest in or to the Software or the Network Portal.
(d) Delivery. Licensor shall deliver the Software electronically or by other
means, in Licensor’s sole discretion, to Licensee within ten (10) days following the
3. Licensee Responsibilities.
(a) General. Licensee is responsible and liable for all uses of the Network
Portal and the Software resulting from access provided by Licensee, directly or
indirectly, whether such access or use is permitted by or in violation of this Agreement.
Without limiting the generality of the foregoing, Licensee is responsible for all acts and
omissions of Authorized Users, and any act or omission by an Authorized User that
would constitute a breach of this Agreement if taken by Licensee will be deemed a
breach of this Agreement by Licensee. Licensee shall take reasonable efforts to make all
Authorized Users aware of this Agreement’s provisions as applicable to such Authorized
User’s use of the Network Portal and Software, and shall cause Authorized Users to
comply with such provisions.
4. Support. Licensor shall provide Licensee with the support services described on
Exhibit A for as long as this Agreement is in effect.
5. Fees and Payment. Licensor will not charge fees or require payment from
Licensee for the use of the Software to perform medical evaluations or for access to the
Network Portal. In lieu of receiving fees, Licensee agrees to access the Network Portal and use
the Software solely and exclusively for medical evaluations performed towards veteran clients.
6. Confidential Information. From time to time during the Term, either Party may
disclose or make available to the other Party information about its business affairs, products,
confidential intellectual property, trade secrets, third-party confidential information, and other
sensitive or proprietary information, whether orally or in written, electronic, or other form or
media, and whether or not marked, designated, or otherwise identified as “confidential”
(collectively, “Confidential Information”). Confidential Information does not include
information that, at the time of disclosure is: (a) in the public domain; (b) known to the
receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a nonconfidential
basis from a third party; or (d) independently developed by the receiving Party. The
receiving Party shall not disclose the disclosing Party’s Confidential Information to any person
or entity, except to the receiving Party’s employees who have a need to know the Confidential
Information for the receiving Party to exercise its rights or perform its obligations hereunder.
Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited
extent required (i) in order to comply with the order of a court or other governmental body, or
as otherwise necessary to comply with applicable law, provided that the Party making the
disclosure pursuant to the order shall first have given written notice to the other Party and
made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under
this Agreement, including to make required court filings. On the expiration or termination of
the Agreement, the receiving Party shall promptly return to the disclosing Party all copies,
whether in written, electronic, or other form or media, of the disclosing Party’s Confidential
Information, or destroy all such copies and certify in writing to the disclosing Party that such
Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with
regard to Confidential Information are effective as of the Effective Date and will expire five
years from the date first disclosed to the receiving Party; provided, however, with respect to
any Confidential Information that constitutes a trade secret (as determined under applicable
law), such obligations of non-disclosure will survive the termination or expiration of this
Agreement for as long as such Confidential Information remains subject to trade secret
protection under applicable law.
7. Intellectual Property Ownership; Feedback.
(a) Licensee acknowledges that, as between Licensee and Licensor, Licensor
owns all right, title, and interest, including all intellectual property rights, in and to the
Software and Network Portal.
(b) Feedback. If Licensee or any of its employees or contractors sends or
transmits any communications or materials to Licensor by mail, email, telephone, or
otherwise, suggesting or recommending changes to the Software or Network Portal,
including without limitation, new features or functionality relating thereto, or any
comments, questions, suggestions, or the like (“Feedback”), Licensor is free to use such
Feedback irrespective of any other obligation or limitation between the Parties
governing such Feedback. Licensee hereby assigns to Licensor on Licensee’s behalf, and
on behalf of its employees, contractors and/or agents, all right, title, and interest in, and
Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the
Feedback, for any purpose whatsoever, although Licensor is not required to use any
8. Warranty Disclaimer. ACCESS TO THE NETWORK PORTAL AND THE SOFTWARE IS
PROVIDED “AS IS” AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT,
AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR
TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE OR
NETWORK PORTAL, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET
LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION,
ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR
OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR
(a) Licensor Indemnification.
(i) Licensor shall indemnify, defend, and hold harmless Licensee from
and against any and all losses, damages, liabilities, costs (including reasonable
attorneys’ fees) (“Losses”) incurred by Licensee resulting from any third-party
claim, suit, action, or proceeding (“Third-Party Claim”) that the Software,
Network Portal, or any use of the Software or access to the Network Portal in
accordance with this Agreement, infringes or misappropriates such third party’s
US intellectual property rights, provided that Licensee promptly notifies Licensor
in writing of the claim, cooperates with Licensor, and allows Licensor sole
authority to control the defense and settlement of such claim.
(ii) If such a claim is made or appears possible, Licensee agrees to
permit Licensor, at Licensor’s sole discretion, to (A) modify or replace the
Software, or component or part thereof, to make it non-infringing, or (B) obtain
the right for Licensee to continue use. If Licensor determines that none of these
alternatives is reasonably available, Licensor may terminate this Agreement, in
its entirety or with respect to the affected component or part, effective
immediately on written notice to Licensee.
(iii) This Section 9(a) will not apply to the extent that the alleged
infringement arises from: (A) use or access of the Network Portal or of the
Software in combination with data, software, hardware, equipment, or
technology not provided by Licensor or authorized by Licensor in writing; (B)
modifications to the Software not made by Licensor; or (C) use of any version
other than the most current version of the Software delivered to Licensee.
(b) Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at
Licensor’s sole option, defend Licensor from and against any Losses resulting from any
Third-Party Claim based on Licensee’s, or any Authorized User’s: (i) negligence or willful
misconduct; (ii) use of the Software or Network Portal in a manner not authorized or
contemplated by this Agreement; (iii) use of the Software or Network Portal in
combination with data, software, hardware, equipment or technology not provided by
Licensor or authorized by Licensor in writing; (iv) modifications to the Software or
Network Portal not made by Licensor; or (v) use of any version other than the most
current version of the Software delivered to Licensee, provided that Licensee may not
settle any Third-Party Claim against Licensor unless such settlement completely and
forever releases Licensor from all liability with respect to such Third-Party Claim or
unless Licensor consents to such settlement, and further provided that Licensor will
have the right, at its option, to defend itself against any such Third-Party Claim or to
participate in the defense thereof by counsel of its own choice.
(c) Sole Remedy. THIS SECTION 9 SETS FORTH LICENSEE’S SOLE REMEDIES
AND LICENSOR’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR
ALLEGED CLAIMS THAT THE SOFTWARE OR NETWORK PORTAL INFRINGES,
MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF
ANY THIRD PARTY. IN NO EVENT WILL LICENSOR’S LIABILITY UNDER THIS SECTION 9
EXCEED THE LIABILITY LIMITS UNDER SECTION 10.
10. Limitations of Liability. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN
CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE,
FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR
PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS,
PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE,
INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF
DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH
CASE REGARDLESS OF WHETHER LICENSEE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES
OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT
WILL LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT
UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THREE (3) TIMES THE
TOTAL AMOUNTS PAID TO LICENSEE UNDER THE MUTAL SERVICE AGREEMENT BETWEEN THE
PARTIES IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR
TWENTY-FIVE THOUSAND DOLLARS ($25,000), WHICHEVER IS LESS.
11. Term and Termination.
(a) Term. The term of this Agreement begins on the Effective Date and, will
continue until either Party terminates pursuant to any of the Agreement’s express
provisions (the “Term”). Either Party may give the other Party written notice of
termination at least sixty (60) days prior to the date of termination.
(b) Termination. In addition to any other express termination right set forth
in this Agreement:
(i) Licensor may terminate this Agreement, effective on written
notice to Licensee, if Licensee breaches any of its obligations under Section 2(b)
or Section 6;
(ii) either Party may terminate this Agreement, effective on written
notice to the other Party, if the other Party materially breaches this Agreement,
and such breach: (A) is incapable of cure; or (B) being capable of cure, remains
uncured fifteen (15) days after the non-breaching Party provides the breaching
Party with written notice of such breach; or
(iii) either Party may terminate this Agreement, effective immediately
upon written notice to the other Party, if the other Party: (A) becomes insolvent
or is generally unable to pay, or fails to pay, its debts as they become due; (B)
files or has filed against it, a petition for voluntary or involuntary bankruptcy or
otherwise becomes subject, voluntarily or involuntarily, to any proceeding under
any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to
make a general assignment for the benefit of its creditors; or (D) applies for or
has appointed a receiver, trustee, custodian, or similar agent appointed by order
of any court of competent jurisdiction to take charge of or sell any material
portion of its property or business.
(iv) This Agreement will terminate automatically, with or without
written notice to Licensee, if the Mutal Service Agreement then in effect
between the Parties shall have terminated for any reason.
(c) Effect of Expiration or Termination. Upon expiration or earlier
termination of this Agreement, the license granted hereunder will also terminate, and,
without limiting Licensee’s obligations under Section 6, Licensee shall cease using and
delete, destroy, or return all copies of the Software, in addition to accessing the
Network Portal and certify in writing to the Licensor that the Software has been deleted
or destroyed and access to the Network Portal has been terminated.
(d) Survival. This Section 11(d) and Sections 1, 5, 6, 7, 9, 10, and 12 survive
any termination or expiration of this Agreement. No other provisions of this Agreement
survive the expiration or earlier termination of this Agreement.
(a) Entire Agreement. This Agreement, together with any other documents
incorporated herein by reference and all related Exhibits, constitutes the sole and entire
agreement of the Parties with respect to the subject matter of this Agreement and
supersedes all prior and contemporaneous understandings, agreements, and
representations and warranties, both written and oral, with respect to such subject
matter. In the event of any inconsistency between the statements made in the body of
this Agreement, the related Exhibits and any other documents incorporated herein by
reference, the following order of precedence governs: (a) first, this Agreement,
excluding its Exhibits; (b) second, the Exhibits to this Agreement as of the Effective Date;
and (c) third, any other documents incorporated herein by reference.
(b) Notices. All notices, requests, consents, claims, demands, waivers, and
other communications hereunder (each, a “Notice”) must be in writing and addressed
to the Parties at the addresses set forth on the first page of this Agreement (or to such
other address that may be designated by the Party giving Notice from time to time in
accordance with this Section). All Notices must be delivered by personal delivery,
nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with
confirmation of transmission), or certified or registered mail (in each case, return
receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a
Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving
the Notice has complied with the requirements of this Section.
(c) Force Majeure. In no event shall either Party be liable to the other Party,
or be deemed to have breached this Agreement, for any failure or delay in performing
its obligations under this Agreement, if and to the extent such failure or delay is caused
by any circumstances beyond such Party’s reasonable control, including but not limited
to: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities
(whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv)
government order, law, or actions; (v) embargoes or blockades in effect on or after the
date of this Agreement; (vi) national or regional emergency; and (vii) strikes, labor
stoppages or slowdowns or other industrial disturbances.
(d) Amendment and Modification; Waiver. No amendment to or
modification of this Agreement is effective unless it is in writing and signed by an
authorized representative of each Party. No waiver by any Party of any of the provisions
hereof will be effective unless explicitly set forth in writing and signed by the Party so
waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or
delay in exercising, any rights, remedy, power or privilege arising from this Agreement
will operate or be construed as a waiver thereof and (ii) no single or partial exercise of
any right, remedy, power or privilege hereunder will preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
(e) Severability. If any provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not
affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction. Upon such
determination that any term or other provision is invalid, illegal, or unenforceable, the
Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible.
(f) Governing Law; Submission to Jurisdiction. This Agreement is governed
by and construed in accordance with the laws of the State of Nevada without giving
effect to any choice or conflict of law provision or rule that would require or permit the
application of the laws of any jurisdiction other than those of the State of Nevada. Any
legal suit, action, or proceeding arising out of or related to this Agreement or the
licenses granted hereunder will be instituted exclusively in the federal courts of the
United States or the courts of the State of Nevada in each case located in the city of Las
Vegas and County of Clark County, and each Party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action, or proceeding.
(g) Assignment. Licensee may not assign or transfer any of its rights or
delegate any of its obligations hereunder, in each case whether voluntarily,
involuntarily, by operation of law or otherwise, without the prior written consent of
Licensor. Any purported assignment, transfer, or delegation in violation of this Section is
null and void. No assignment, transfer, or delegation will relieve the assigning or
delegating Party of any of its obligations hereunder. This Agreement is binding upon and
inures to the benefit of the Parties hereto and their respective permitted successors and
(h) Export Regulation. The Software may be subject to US export control
laws, including the Export Control Reform Act and its associated regulations. Licensee
shall not, directly or indirectly, export, re-export, or release the Software to, or make
the Software accessible from, any jurisdiction or country to which export, re-export, or
release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable
federal laws, regulations, and rules, and complete all required undertakings (including
obtaining any necessary export license or other governmental approval), prior to
exporting, re-exporting, releasing, or otherwise making the Software available outside
(i) Equitable Relief. Each Party acknowledges and agrees that a breach or
threatened breach by such Party of any of its obligations under Section 6 or, in the case
of Licensee, Section 2(b), would cause the other Party irreparable harm for which
monetary damages would not be an adequate remedy and agrees that, in the event of
such breach or threatened breach, the other Party will be entitled to equitable relief,
including a restraining order, an injunction, specific performance, and any other relief
that may be available from any court, without any requirement to post a bond or other
security, or to prove actual damages or that monetary damages are not an adequate
remedy. Such remedies are not exclusive and are in addition to all other remedies that
may be available at law, in equity, or otherwise.
Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms
in the Agreement.
1. DESCRIPTION OF SOFTWARE: The Software is a web application used to complete medical
examination questions. User responses are auto populated to a VA Disability Benefits
Questionnaire. The completed, medical provider signed DBQ is returned to Licensor’s
2. DESCRIPTION OF NETWORK PORTAL: The Network Portal is a web application used by
Network administrators and Veteran Benefits Guide (“VBG”) Network Support Coordinators
to schedule and manage patient appointments. Users also manage clinic and provider
information. The application integrates with Licensor’s SugarCRM by sending appointment
information back to the SugarCRM and pulling patient information from SugarCRM.
3. AUTHORIZED USERS: Users will be limited to the number of Lenovo Chromebooks issued to
Licensee as per the Equipment Details Form. By entering into this Agreement, Licensee
acknowledges and agrees to be bound by the Equipment Terms and Conditions and the
4. SUPPORT: Licensor will provide Licensee with the necessary Software updates that include
but are not limited to repairing security holes that have been discovered, fixing or removing
bugs, patches, fine tuning the software to enable it to perform better.