PetDesk® Subscriber Terms of Service

Effective Date: January 29, 2025

SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement (the “Agreement”) governs your and your organizations’ (collectively, “Customer”) access to and use of the Services (as defined below) offered by PetDesk, LLC, (the “Company”). This Agreement applies to all Company Services. Some Services are accessible at petdesk.com and dashboard.petdesk.com (collectively, the “Site”). Customers will receive a notification through the platform when this Agreement is updated. Customer hereby acknowledges that Customer’s use of or access to the Services is acceptance of the terms and conditions set forth in this Agreement. If Customer does not agree to any terms or conditions below, Customer should not access or use the Services.

1. DEFINITIONS

1. Affiliates means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

2. Aggregated Data means anonymized Customer Data not identifiable to any person or entity.

3. Customer Data means all Data made available by Customer or its Users.

4. Data means text, images, audio, video, and all other forms of data or communication.

5. Documentation means the documentation provided by Company to assist customers in using the Services.

6. Feedback means any Customer provided feedback and reports about errors or suggestions for changes to the Services.

7. Intellectual Property Rights means all copyrights, trademarks, patent rights, and other intellectual property rights.

8. Order Form means each document signed by both Parties identifying Services ordered, prices, and other terms.

9. Professional Services means configuration, training, consulting, and/or custom services provided by Company.

10. Company Data means all Data made available by Company to Customer in connection with the Services.

11. Services means Subscription Services, Professional Services, and Support Services provided by Company to Customer.

12. Subscription Services means Company’s proprietary subscription-based software solutions and accompanying products.

13. Support Services means maintenance support provided for the Subscription Services.

14. Third-Party Applications means applications provided by third parties that interoperate with the Subscription Services.

15. Users mean individuals authorized by Customer to use the Services.

2. ORDER FORM

2.1. Order Form. Company shall provide Customer with specific Services as outlined in an Order Form. Conflicts between the Agreement and an Order Form shall be resolved in favor of the Order Form.

2.2. Affiliates Not Under Direct Order Form. Customer may make Services available to Affiliates subject to licensing restrictions and obligations compatible with this Agreement.

2.3. Affiliates Under Direct Order Form. Affiliates may acquire Services directly from Company through Order Forms.

3. FEES; PAYMENT TERMS

3.1. Fees. Customer agrees to pay Company for Services provided according to the rates specified in each Order Form.

3.2. Third Party Costs; Additional Features. Charges for third-party costs will be borne by Customer. Company may add functionality subject to additional fees.

3.3. Taxes. Fees are exclusive of taxes; Customer is responsible for all applicable taxes.

4. CUSTOMER RIGHTS AND OBLIGATIONS

4.1. License Grant. Company grants Customer a non-exclusive, non-transferable license to access and use the Subscription Services.

4.2. Customer Responsibilities. Customer is responsible for all User activity, compliance with the Agreement, and ensuring the legality of Customer Data.

4.3. Restrictions. Customer and Users shall not modify, copy, or reverse engineer the Subscription Services.

4.4. Customer Systems. Customer must provide necessary equipment and maintain its information technology infrastructure.

4.5. Customer Data. Customer represents it has obtained necessary consents for Company to send communications on behalf of Customer.

4.6. Suspension. Company reserves the right to suspend access to Services if Customer violates obligations or jeopardizes security.

4.7. Third-Party Applications. Use of Third-Party Applications is governed by the third party’s terms.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. Services. All rights and title for Services and related intellectual property belong to Company.

5.2. Customer Data. Customer grants Company a license to use Customer Data for the purpose of delivering Services.

5.3. License to Customer IP. Customer grants Company a non-exclusive license to use logos and content for "white label" messages.

6. CONFIDENTIALITY

6.1. Confidential Information. Each Party must protect the Confidential Information of the other Party with reasonable care.

6.2. Exclusions. Information is not confidential if it becomes publicly known or is developed independently without reference to the other Party's Confidential Information.

6.3. Injunctive Relief. Unauthorized use or disclosure of Confidential Information may result in irreparable harm.

7. WARRANTIES

7.1. Mutual Warranty. Each Party asserts it has the authority to enter into this Agreement.

7.2. Subscription Services Warranty. Company warrants the Subscription Services will conform to the Documentation during the term.

8. INDEMNIFICATION

8.1. Company Indemnification. Company will defend Customer against third-party claims that the Subscription Services infringe Intellectual Property Rights.

8.2. Customer Indemnification. Customer will defend Company against claims arising from Customer Data.

9. LIMITATION OF LIABILITY

9.1. Waiver of Consequential Damage. Neither Party will be liable for consequential damages.

10. TERM

10.1. Term. This Agreement will commence on the Effective Date and continue until terminated.

11. DATA PROTECTION AND PRIVACY

11.1. Scope. This Section applies to all personal data processed by the Subscription Services.

12. TELEMEDICINE

12.1. Guidelines. Customers must follow veterinary guidelines for telemedicine practices.

13. GENERAL

13.1. Entire Agreement. This Agreement contains the entire understanding between the Parties.

13.2. Assignment. This Agreement is binding upon Company and Customer and their successors.

13.3. Force Majeure. Nonperformance is excused if due to circumstances beyond control.