End-User License Agreement (EULA)

Applies to the ChatVET web and mobile apps

This End-User License Agreement (“EULA”) is a legally binding contract between you (the “User” or “You”) and ChatVet LLC, an Ohio limited liability company (“ChatVet,” “Company,” “we,” or “us”) (each a “Party” and collectively, the “Parties”). This EULA governs your access to and use of our Software-as-a-Service (SaaS) platform (the “Service”), as well as any content generated by the Service.

Context

The Company provides the Service, which utilizes artificial intelligence (“AI”) to provide an assistant for the veterinary industry, including (by way of example) an assistant for tasks related to veterinary clinic operations and provision of treatment. In the course of using the Service, users may receive output from the Service in the form of various content such as documents, images, data files, reports, or other materials (collectively, “Content”). The Company has disclosed that Content generated by the Service may be produced in whole or in part by automated AI processes without any human review or verification, and that all such Content is provided to users on an “as-is” basis. Under this Agreement, users are authorized to use the Content for their internal and permitted commercial purposes within the scope of the license granted herein, and the Company retains all right, title, and interest (including all intellectual property rights) in and to the Service and such Content not expressly granted to the user hereunder.

By accessing or using the Service, you are confirming that you have read, understand, and agree to be bound by the terms of this EULA. If you do not agree with these terms, you must not access or use the Service.

License grant

Subject to your compliance with the terms of this EULA, including the timely payment of all fees due hereunder, Company grants you the following limited licenses:

• Service License: A limited, non-exclusive, non-transferable, and revocable license to access and use the Service for providing veterinary care and services to Your clients (the “Purpose”).
• Content License: A limited, non-exclusive, non-transferable, and revocable license to use Content solely for the Purpose.

This EULA grants you a license to use the Service and Content; it is not a sale. All rights not expressly granted to you are reserved by Company.

Restrictions on use

Your use of the Service and any Content is subject to the following restrictions. You agree that you will not:

• Resell or Distribute Content: Sell or otherwise distribute the Content itself. You may only use the Content as necessary to perform the Purpose.
• Reverse Engineer: Modify, decompile, reverse engineer, or create derivative works from the Service’s underlying software or source code.
• Compete with Company: Use the Service or any Content to create a product or service that directly competes with Company.
• Infringe on Rights: Use the Service to create any material that is unlawful, defamatory, harassing, or infringing on the intellectual property rights of others.
• Trademark Usage: Use any Content, in whole or in part, as a trademark, service mark, or logo.

Intellectual property and ownership

As between the Parties, Company is the sole owner of all right, title, and interest in and to the Service. This includes the software, user interface, tools, and the entire library of graphics, fonts, and designs (“Company Materials”). When you create Content using the Service, you are creating a new work that incorporates Company Materials. While you can use the Content as described in the “License Grant” section, you do not gain any ownership rights to the underlying Company Materials or the Content itself. Company retains all ownership and intellectual property rights to the individual components of your Content and to all rights not expressly granted in the “License Grant” section.

Subscription plans and fees

Access to the Service requires an active paid subscription (a “Subscription”), except during any free trial period authorized by Company. Company offers the following Subscription plans and payment terms:

• Trial Plan: Company may, at its discretion, offer new users a one-time free trial of the Service for a limited period (e.g., 14 days) (the “Trial Plan”). During the Trial Plan, you may access and use the Service without payment of any fees. The Trial Plan is intended for evaluation purposes and may be subject to additional conditions or limitations presented at sign-up. Upon the expiration of the Trial Plan, your access to the Service will automatically terminate unless you elect to continue by subscribing to a paid plan under the Standard Plan terms described below.
• Standard Plan: To continue using the Service after the Trial Plan (or to use the Service if no Trial Plan is offered), you must purchase a paid Subscription (the “Standard Plan”). The Standard Plan grants you ongoing access to the Service during a designated subscription term (e.g., month-to-month or annual, as offered by Company and selected by you). Subscription fees for the Standard Plan are due and payable in advance of each subscription term (with the first payment due at the start of the term, or immediately after any free trial ends). By subscribing to the Standard Plan, you agree to pay all applicable subscription fees and any associated taxes for each subscription term.
• Automatic Renewal and Cancellation: Standard Plan subscriptions will automatically renew at the end of each subscription term for a successive term of equal length, unless you cancel your Subscription before the renewal date. By enrolling in a Subscription, you authorize Company to automatically charge the then-applicable subscription fees to your provided payment method at the time of each renewal. You may cancel your Subscription at any time, effective at the end of the current subscription term, by providing notice of cancellation to Company through the account settings or by any cancellation method specified by Company. If you cancel, you will continue to have access to the Service until the end of the period you have paid for, but no refunds or credits will be provided for any unused portion of the subscription term after cancellation.
• Non-Refundable Fees: All fees paid under this EULA are non-refundable. This means that, except as expressly required by law, Company will not provide refunds or credits for any Subscription fees or other charges already paid, including if you cancel the Service before the end of a subscription term or if you otherwise stop using the Service. Partial use of the Service or partial periods of Service utilization will not entitle you to any refund of fees.
• Failed Payments and Non-Payment: You are responsible for ensuring that your payment information is current and that all fees are paid on time. If any Subscription fee cannot be charged to your provided payment method when due (for example, due to expiration or insufficient funds), or if you otherwise fail to pay fees when due, you will be in material breach of this EULA. In such cases, Company may notify you of the payment failure and may attempt to re-process the payment. If the payment remains overdue, Company reserves the right to suspend or terminate your access to the Service due to non-payment. Suspension or termination of Service for non-payment does not relieve you of your obligation to pay the outstanding fees. Company also reserves the right to charge interest on any overdue amounts as allowed by law and to recover any costs incurred in collection of unpaid amounts (such as reasonable attorneys’ fees or collections agency fees).

Term and termination

This EULA is effective from the moment you first use the Service and continues until terminated. Company reserves the right to terminate this EULA and your access to the Service, at its sole discretion and without prior notice, at any time and for any reason. Termination may include deactivating your account and barring further use of the Service. Upon any termination of this EULA, all licenses granted to you will immediately cease, and you must stop all use of the Service and Content.

Disclaimer of warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Company does not warrant that the Service will meet your requirements or that its operation will be uninterrupted or error-free.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE. In no event will Company’s total liability to you for all claims arising out of or relating to this EULA or the Service exceed the amount of fees you have paid to Company for the Service in the six (6) months immediately preceding the events giving rise to the claim.

User content

You represent and warrant that you will not upload, transmit, or submit any content to the Service unless you have obtained all necessary right, title, and interest in and to such content, including the right to grant the license described below. You further represent and warrant that no content you provide (nor the submission or use of such content in the Service) will infringe, misappropriate, or violate any intellectual property or other rights of any third party or any applicable law.

By uploading or submitting content to the Service, you hereby grant the Company a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up and royalty-free license, with the right to transfer and sublicense, to use, reproduce, modify, create derivative works from, display, distribute, perform, and otherwise exploit all such content you provide (“User Content”), in any and all media now known or hereafter developed. This license allows the Company to exploit your User Content for any purpose whatsoever, including but not limited to commercial, advertising, or marketing purposes, without any requirement of consent or compensation to you.

Amendments

Company may amend this EULA from time to time. Any changes will be effective when posted (or as of the date indicated in the updated EULA). If you continue to use the Service after any amendment becomes effective, you are deemed to have accepted the amended terms. If you do not agree to the amended terms, you must stop using the Service.

General provisions

This EULA shall be governed by and construed in accordance with the laws of the State of Ohio, USA, without regard to its conflict of law principles. This EULA constitutes the entire agreement between you and Company concerning the Service and supersedes all prior or contemporaneous understandings or agreements, whether written or oral, regarding the same subject matter. If any provision of this EULA is held to be unenforceable or invalid, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect. Any unenforceable or invalid provision will be interpreted to fulfill its intended purpose to the greatest lawful extent.

Contact information

If you have any questions about this EULA or need to provide any notice under this agreement, please contact us at: bryan@chatvet.ai