This SaaS Subscription Agreement ("Agreement") is entered into between Equine Data Systems Inc., a New Jersey corporation with offices in Mount Laurel, New Jersey ("EDSI," "we," "us"), and the entity or individual identified as the customer in the subscription signup process ("Customer," "you"). This Agreement governs your use of the EDSI VMS software-as-a-service platform and related services (the "Service").
By creating an EDSI VMS account, clicking "I agree," signing an order form referencing this Agreement, or using the Service, you agree to be bound by this Agreement.
Plain-English summary: You pay a monthly or annual subscription. We provide the software. Your data is yours. Either party can terminate with notice. We'll back you up with reasonable uptime and security but we're not your fail-safe for everything. Disputes go to New Jersey courts.
1. Definitions
2. The Service
2.1 Access grant
Subject to this Agreement and payment of applicable Fees, EDSI grants Customer a non-exclusive, non-transferable, worldwide right during the Subscription Term to access and use the Service for Customer's internal business operations as an equine veterinary practice.
2.2 Authorized Users
Customer is responsible for: (a) ensuring all Authorized Users comply with this Agreement; (b) maintaining the confidentiality of account credentials; (c) all activity that occurs under Customer's account, whether authorized or not; and (d) promptly notifying EDSI of any unauthorized access. Each subscription tier specifies a maximum number of veterinarian accounts; additional accounts may require an upgrade.
2.3 Acceptable use
Customer will not: (a) reverse-engineer, decompile, or attempt to derive source code from the Service; (b) resell, sublicense, or provide the Service to any third party as a service; (c) use the Service to develop a competing product; (d) input data that infringes any third party's rights or violates applicable law; (e) attempt to circumvent any security or access controls; (f) use the Service to store or process protected health information (PHI) about human patients regulated under HIPAA; (g) use automated tools to bombard the Service with excessive requests.
2.4 Updates and changes
EDSI may update, modify, or enhance the Service from time to time. EDSI will not materially diminish the core functionality during a paid Subscription Term. EDSI may discontinue ancillary features upon reasonable advance notice.
3. Subscription and Fees
3.1 Fees and billing
Customer agrees to pay all Fees for the selected subscription tier. Fees are billed in advance — monthly for month-to-month subscriptions, annually for annual subscriptions. All Fees are stated in U.S. dollars and are non-refundable except as expressly provided in this Agreement.
3.2 Payment
Customer authorizes EDSI (or its payment processor, Stripe) to charge the credit card or bank account on file for all Fees as they become due. If a payment is declined or returned, Customer must update payment information within fifteen (15) days. EDSI may suspend the Service for any account that is past due by more than thirty (30) days.
3.3 Taxes
Fees do not include taxes. Customer is responsible for all applicable sales, use, value-added, excise, or similar taxes other than taxes based on EDSI's net income.
3.4 Price changes
EDSI may change Fees with at least thirty (30) days' advance notice. Price changes apply to the next renewal of Customer's Subscription Term and do not affect the current term. Customer may decline a price change by canceling before the next renewal.
3.5 Add-ons
Optional add-ons (such as data migration, additional onboarding sessions, SMS notifications, or phone support) may be ordered separately and are billed according to their published pricing or a written order form.
4. Term and Termination
4.1 Term
The initial Subscription Term begins when Customer activates the Service and continues for the period selected (monthly or annual). The subscription automatically renews for successive terms of the same length unless either party gives notice of non-renewal.
4.2 Termination by Customer
Customer may cancel its subscription at any time with at least thirty (30) days' written notice (which may be by email to support). For month-to-month subscriptions, the cancellation takes effect at the end of the current billing month. For annual subscriptions, the cancellation takes effect at the end of the current annual term. Annual fees already paid are non-refundable.
4.3 Termination by EDSI
EDSI may terminate this Agreement and Customer's access to the Service: (a) with at least thirty (30) days' notice for any reason; (b) immediately if Customer materially breaches this Agreement and fails to cure within fifteen (15) days of written notice; (c) immediately for non-payment of Fees that remain unpaid more than thirty (30) days after due date; or (d) if required by law or to prevent harm to the Service or other customers.
4.4 Effect of termination
Upon termination or expiration: (a) Customer's right to access the Service ends immediately; (b) Customer has thirty (30) days to export Customer Data via the export tools provided in the Service; (c) after that thirty-day window, EDSI may delete Customer Data from production systems within sixty (60) days; (d) Customer's payment obligations for fees accrued prior to termination remain in effect; (e) any provision intended to survive termination (including sections 5, 6, 7, 8, 11, 12, 13) will survive.
5. Customer Data
5.1 Ownership
As between the parties, Customer retains all right, title, and interest in and to Customer Data, including all intellectual property rights. EDSI claims no ownership of Customer Data.
5.2 License to EDSI
Customer grants EDSI a limited, worldwide, royalty-free license to host, copy, transmit, display, and otherwise process Customer Data solely as necessary to provide the Service, respond to Customer support requests, prevent abuse, and comply with law.
5.3 Aggregated and de-identified data
EDSI may collect and use aggregated, de-identified data (data that cannot reasonably be used to identify Customer, its Authorized Users, owners, horses, or any individual person or animal) for the purposes of improving the Service, generating analytics, and benchmarking. EDSI will not share Customer Data on an identifiable basis with any third party except as described in our Privacy Policy.
5.4 Data isolation
The Service is multi-tenant. EDSI uses logical isolation (including row-level database security) to ensure that no Customer's data is visible to any other Customer. EDSI periodically reviews these controls.
5.5 Backups
EDSI performs regular backups of the production database as part of normal operations. Backups are retained for disaster-recovery purposes only and are not designed for individual data restoration. Customer is responsible for exporting its own Customer Data as needed for archival purposes.
5.6 Customer responsibilities for Customer Data
Customer represents and warrants that: (a) it has all necessary rights to submit Customer Data to the Service; (b) Customer Data does not violate any third party's rights or applicable law; (c) Customer Data does not include human protected health information regulated under HIPAA; (d) Customer maintains appropriate consent from its clients (horse owners) regarding the practice's collection and use of their information.
6. Security and Availability
6.1 Security
EDSI maintains commercially reasonable administrative, technical, and physical safeguards to protect the Service and Customer Data, including encryption in transit (TLS 1.2+), encryption at rest for production databases, access controls, password hashing, and routine software updates. Details are described in our Privacy Policy.
6.2 Availability
EDSI will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, excluding: (a) planned maintenance windows, with at least 24 hours' notice when reasonably possible; (b) emergency maintenance to address security or stability issues; (c) outages caused by Customer, Authorized Users, or third-party services outside EDSI's control (including Customer's internet connection, browsers, or payment processors); (d) force majeure events.
EDSI does not offer a formal uptime SLA at this time but targets at least 99% monthly availability measured at the application level. Sustained failure to meet that target during a billing month, attributable to EDSI, will be addressed in good faith — typically via service credit on the following month's invoice — upon Customer's written request.
6.3 Security incidents
If EDSI becomes aware of a security incident that may have affected Customer Data, EDSI will notify Customer without undue delay and cooperate reasonably with any investigation.
7. Confidentiality
Each party may receive non-public information from the other ("Confidential Information"). Each party agrees: (a) to use Confidential Information only as necessary to perform under this Agreement; (b) to protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (c) not to disclose Confidential Information to any third party except to employees, contractors, and service providers who need access and are bound by similar confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party without confidentiality obligations, is independently developed without reference to the disclosing party's Confidential Information, or is required to be disclosed by law (with prompt notice to the disclosing party when permitted).
8. Intellectual Property
EDSI retains all right, title, and interest in and to the Service, including all software, designs, documentation, trademarks, and any modifications or derivatives. Customer receives only the rights expressly granted in this Agreement. No implied licenses are granted.
Customer may provide feedback, suggestions, or feature requests to EDSI ("Feedback"). Customer grants EDSI a perpetual, irrevocable, royalty-free license to use Feedback for any purpose without obligation. EDSI is not required to implement or credit any Feedback.
9. Representations and Warranties
9.1 Mutual
Each party represents that: (a) it has the authority to enter into this Agreement; (b) its performance will comply with applicable law; (c) entering into this Agreement does not violate any other agreement to which it is a party.
9.2 By EDSI
EDSI represents that it will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards. Customer's exclusive remedy for any breach of this representation is, at EDSI's option, re-performance of the deficient services or a pro-rata refund of Fees paid for the deficient services.
10. Disclaimers
EDSI VMS is software designed to support equine veterinary practice operations. It is not a substitute for professional veterinary judgment, regulatory expertise, or financial advice. Customer is solely responsible for veterinary care decisions, DEA compliance, billing accuracy, tax reporting, and any other professional or regulatory obligations of operating its practice.
11. Limitation of Liability
The foregoing limitations do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under section 12; (c) breach of confidentiality obligations under section 7; (d) infringement of the other party's intellectual property rights; or (e) liability that cannot be limited under applicable law.
12. Indemnification
12.1 By EDSI
EDSI will defend Customer against any third-party claim alleging that Customer's authorized use of the Service infringes such third party's U.S. intellectual property rights, and will pay any damages or settlement amounts finally awarded by a court of competent jurisdiction. EDSI's obligations under this section do not apply to claims arising from: (a) Customer Data; (b) Customer's combination of the Service with other products or services not provided by EDSI; (c) Customer's use of the Service in violation of this Agreement; or (d) modifications to the Service not made by EDSI.
12.2 By Customer
Customer will defend EDSI against any third-party claim arising out of: (a) Customer Data; (b) Customer's use of the Service in violation of this Agreement or applicable law; or (c) any veterinary, billing, regulatory, or business decision made by Customer in connection with its practice operations, and will pay any damages or settlement amounts finally awarded.
12.3 Procedure
The indemnified party must promptly notify the indemnifying party of any claim, give the indemnifying party sole control of defense and settlement (provided that no settlement adversely affecting the indemnified party may be made without its consent, not to be unreasonably withheld), and provide reasonable cooperation.
13. Governing Law and Disputes
This Agreement is governed by the laws of the State of New Jersey, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Burlington County, New Jersey for any dispute arising out of or related to this Agreement.
Each party waives any right to a jury trial. The parties agree that any dispute must be brought within one (1) year after the claim arose or be forever barred. Each party waives the right to participate in any class action arising out of or related to this Agreement.
14. Miscellaneous
- Entire agreement: This Agreement, together with our Privacy Policy and any executed order forms, constitutes the entire agreement between the parties regarding the Service.
- Order of precedence: In the event of conflict, a fully executed written order form prevails over this Agreement, which prevails over our Terms of Service.
- Amendments: EDSI may amend this Agreement upon thirty (30) days' notice. Customer's continued use after the effective date constitutes acceptance. Material reductions to Customer's rights apply only to the next renewal.
- Severability: If any provision is unenforceable, the remainder of the Agreement remains in effect.
- Assignment: Customer may not assign this Agreement without EDSI's prior written consent. EDSI may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
- Force majeure: Neither party is liable for delay or failure caused by events beyond reasonable control.
- Notices: Notices to EDSI go to bcoulter@edsivms.com. Notices to Customer go to the account email on file.
- Independent contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.
- No third-party beneficiaries: This Agreement does not create rights for any third party.
- Survival: Sections that by their nature survive termination will survive (including 5, 7, 8, 10, 11, 12, 13, and this section 14).
15. Contact
Equine Data Systems Inc.
Mount Laurel, New Jersey
bcoulter@edsivms.com
609-505-4028
One final note: This Agreement should be reviewed by your legal counsel before signing a large or long-term commitment. EDSI is happy to walk through any provision with you on a call before subscription begins.