VETLOOP TERMS OF USE Last Updated: [January __, 2026] These Terms of Use ("Terms") govern your access to and use of VetLoop's websites and Services. 1. Agreement Structure and Priority If you are using the Services on behalf of an organization (a "Customer"), your organization may have a separate written agreement with VetLoop (for example, a Master Subscription Agreement, Order Form, DPA) (collectively, the "Customer Agreement"). Order of precedence (to the extent of conflict): 1. The Customer Agreement (including any Order Form), then 2. These Terms, then 3. Any policies incorporated by reference (including the Privacy Policy). By accessing or using the Services, you agree to these Terms. 2. Who You Are; Authority - If you are an individual using the Services for a Customer, you represent that you are authorized to bind the Customer or to use the Services under the Customer's authorization. - If you are a pet owner/end user, you may only use the Services to the extent enabled by the Customer (for example, receiving updates, submitting forms). 3. The Services VetLoop provides a workflow and collaboration platform intended to help veterinary organizations manage referrals, communications, and operational analytics. VetLoop does not provide veterinary medical services and does not replace professional clinical judgment. 4. Accounts and Security You are responsible for: - maintaining the confidentiality of credentials, - activities under your account, - ensuring only authorized users access the Services. You must promptly notify VetLoop of suspected unauthorized access. 5. Acceptable Use You will not (and will not allow others to): - interfere with, disrupt, or attempt to gain unauthorized access to the Services, - introduce malware, scraping, or automated abuse, - reverse engineer, decompile, or attempt to discover source code (except where prohibited by law), - use the Services to build or benchmark a competing product (except as permitted in writing), - upload unlawful content or infringing material, - use the Services in violation of applicable laws (including privacy and consumer protection laws). We may suspend or terminate access for violations. 6. Customer Data; Your Responsibilities A. Customer Data ownership As between VetLoop and Customer, Customer owns Customer Data submitted to the Services. "Customer Data" includes information entered, uploaded, or made available through the Services by or on behalf of Customer and its End Users. B. License to process Customer Data Customer grants VetLoop a limited right to process Customer Data solely to provide, secure, and support the Services, and as otherwise permitted under the Customer Agreement and Privacy Policy. C. Customer compliance Customer is responsible for: - obtaining all necessary consents and providing all required notices to End Users/pet owners, - ensuring Customer Data is collected and shared lawfully, - configuring permissions and access controls appropriately. 7. Analytics, Product Improvement, and Feedback We may collect usage and performance data and generate aggregated/de-identified data to improve and operate the Services and to develop analytics offerings, consistent with the Privacy Policy. If you provide feedback, you grant VetLoop a non-exclusive, perpetual right to use it without restriction or obligation. 8. Integrations and Third-Party Services The Services may interoperate with third-party products/services ("Third-Party Services"). Your use of Third-Party Services is governed by their terms. VetLoop is not responsible for Third-Party Services, including their availability, security, or data handling. 9. Fees (If Applicable) If you are a Customer, fees, billing, renewal, and payment terms are governed by the Customer Agreement and applicable Order Forms. 10. Beta Features Some features may be labeled beta/preview. Beta features may be modified, discontinued, or have reduced support and are provided "as is" to the extent permitted by law. 11. Intellectual Property VetLoop retains all rights in and to the Services, including software, designs, trademarks, and documentation. Except for the limited rights expressly granted, no rights are transferred to you. 12. Confidentiality (B2B Use) If you receive non-public information about VetLoop (including pricing, roadmaps, security materials), you must protect it using reasonable care and use it only to evaluate or use the Services. This does not apply to information that is public, independently developed, or lawfully obtained without restriction. 13. Suspension and Termination We may suspend access if: - we reasonably believe there is a security risk, - required to do so by law, - you breach these Terms. Termination rights and post-termination data return/deletion are governed by the Customer Agreement (if any). Otherwise, upon termination you must stop using the Services. 14. Disclaimers THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VETLOOP DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VETLOOP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. 15. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW: - VETLOOP WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE, OR LOSS OF DATA. - VETLOOP'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO VETLOOP FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY (OR $1,000 IF NO FEES WERE PAID), UNLESS THE CUSTOMER AGREEMENT STATES OTHERWISE. Some jurisdictions do not allow certain limitations, so some of the above may not apply. 16. Indemnification A. By you (or Customer) You (and/or Customer) will indemnify and hold VetLoop harmless from claims arising out of: - your unlawful use of the Services, - Customer Data (including infringement or lack of required consents), - breach of these Terms. B. By VetLoop (optional; common in enterprise MSAs) If you want a public-facing mutual IP indemnity, include a short version here, but most startups keep that in the MSA only. 17. Governing Law; Dispute Resolution Governing law: State of California, without regard to conflict of laws rules. Venue: [Santa Clara County, California] courts, unless arbitration applies. Optional: Arbitration + class action waiver (startup-default) If you want arbitration (typical Silicon Valley posture), add an AAA/JAMS clause here. If you sell enterprise, many customers will strike it in the MSA anyway, so you can keep arbitration for individuals/website users and rely on MSAs for businesses. 18. Changes to These Terms We may update these Terms from time to time. Material changes will be communicated reasonably in advance (for example, in-app notice). Continued use after the effective date means acceptance. 19. Contact legal@vetloop.com VetLoop, Inc., [Address]