These Clinic Terms and Conditions (the Agreement) govern the provision by Pelara Inc. (“Pelara”) of Pelara devices, software, accessories, subscriptions, support, training, and related services to the veterinary clinic, hospital, practice group, or other commercial customer identified in the applicable Order Form (the Customer). This Agreement becomes effective on the effective date stated in the applicable Order Form. Pelara may perform some obligations directly or through affiliates, contractors, licensors, hosting providers, payment processors, and other service providers. These Terms are intended to be used with short Order Forms that specify applicable fees, included usage, device counts, and any site-specific or commercial terms.
1. Scope and permitted use
1.1 Commercial veterinary use
The products and services covered by this Agreement, including any Pelara-branded or Pelara-supplied devices, accessories, software, firmware, documentation, training materials, cloud tools, reports, support, analytics, and related services (collectively, the Platform), are provided solely for lawful veterinary and animal-health commercial use by Customer in accordance with the applicable Order Form, Pelara documentation, training materials, and safety guidance. The Platform is proprietary and is not sold or provided as an open-source offering. Except for the limited rights expressly granted in this Agreement, Pelara retains all right, title, and interest in and to the Platform and all related intellectual property.
1.2 Restrictions
Unless expressly approved in writing by Pelara, Customer will not: (a) use the Platform for any human use; (b) use the Platform outside the intended scope, documentation, or training instructions; (c) copy, modify, reverse engineer, disassemble, decompile, translate, adapt, create derivative works from, distribute, sublicense, lease, lend, timeshare, sell, or make available the Platform to any third party; (d) remove proprietary notices; (e) use the Platform to develop or validate a competing product or service; or (f) permit use of the Platform by any site, person, or legal entity not identified or authorized in the applicable Order Form.
1.3 Customer responsibility
Customer is solely responsible for its veterinary practice, patient selection, clinical judgment, animal handling, owner communications, informed consent, billing to its own clients, professional compliance, and compliance with all applicable laws, regulations, permits, privacy rules, and professional standards. Pelara does not provide legal, veterinary, medical, regulatory, reimbursement, ethics, or compliance advice, and no training or support under this Agreement transfers responsibility for lawful and professional use away from Customer.
2. Devices, subscriptions, and software access
2.1 Device status and deployment
The applicable Order Form will specify the devices, accessories, software access, deployment site, and whether equipment is sold, leased, loaned, or otherwise supplied. Unless otherwise stated in the Order Form, software, cloud functionality, analytics, and other subscription-enabled features are licensed or made available on a subscription basis and not sold.
2.2 Limited subscription license
Subject to this Agreement and timely payment of all fees, Pelara grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the software and subscription services included in the Order Form solely for Customer’s internal veterinary business operations at the authorized site or sites. Customer is responsible for all activity occurring under its accounts and credentials and will maintain the confidentiality of those credentials.
2.3 Authorized users and sites
Customer will ensure that only trained and authorized personnel use the Platform and that the Platform is used only at locations authorized in the applicable Order Form. Customer may not transfer devices, credentials, session allocations, or access rights among affiliates, franchisees, other clinics, mobile units, or third parties except as expressly approved in writing by Pelara.
3. Fees, subscription structure, and usage billing
3.1 Fee categories
Fees may include any combination of: (a) an upfront device, onboarding, implementation, or activation fee; (b) a recurring monthly subscription fee; (c) a monthly included number of treatment sessions; (d) per-use or overage fees for sessions in excess of the included monthly allotment; (e) training, support, shipping, taxes, travel, or professional services fees; and (f) other amounts specified in the applicable Order Form. All pricing and included usage amounts will be stated in the applicable Order Form.
3.2 Initial subscription term
Unless otherwise stated in the Order Form, the initial subscription term begins on the subscription start date stated in the Order Form and continues for a minimum of twelve (12) months (the Initial Term). Customer is responsible for all recurring monthly subscription fees during the Initial Term, regardless of actual usage, unless this Agreement is earlier terminated by Pelara for cause or otherwise expressly terminated in accordance with this Agreement.
3.3 Renewal
Following the Initial Term, the subscription will automatically renew on a month-to-month basis (each, a Renewal Month) unless either party gives written notice of non-renewal or termination at least thirty (30) days before the end of the Initial Term or any Renewal Month. Customer acknowledges that the subscription includes an automatic renewal feature and agrees to that renewal structure by signing the applicable Order Form. Any updated pricing communicated by Pelara in advance of a Renewal Month will apply prospectively only.
3.4 Included sessions and overage fees
The applicable Order Form will specify the number of treatment sessions included in the monthly subscription fee and the per-session or other overage fee payable for usage in excess of that included amount. Any treatment sessions in excess of the included monthly allotment will be billed at the applicable rate stated in the Order Form. Unless otherwise stated in the Order Form, included sessions expire at the end of each calendar month or billing month, do not roll over, and have no cash value or credit if unused.
3.5 Invoicing and payment
Unless otherwise stated in the applicable Order Form, Pelara may invoice upfront fees upon execution of the Order Form or shipment, monthly subscription fees in advance, and overage, support, shipping, travel, taxes, and other variable charges in arrears. Invoices are due within thirty (30) days of the invoice date (Net 30). Late amounts may accrue interest at 1.5% per month or the maximum rate allowed by law, if lower. Pelara may suspend shipments, software access, session access, support, or other services for non-payment after notice.
3.6 Taxes
Fees are exclusive of sales, use, value-added, excise, and similar taxes. Customer is responsible for all such taxes associated with the Platform and services, excluding taxes based on Pelara’s net income, unless Customer provides a valid exemption certificate.
4. Training, support, and maintenance
4.1 Training
Customer may not use the Platform unless the applicable users have completed Pelara-required onboarding, safety instruction, and any device-specific training designated by Pelara. Any training record or completion certificate confirms only that training was delivered and does not certify competence, veterinary judgment, or suitability for any particular clinical use case.
4.2 Support scope
Any support, maintenance, software access, cloud access, analytics support, updates, replacement coverage, or training refreshers will be limited to the scope expressly stated in the applicable Order Form or Pelara support description then in effect. Unless expressly committed in writing, Pelara provides no service level agreement, uptime commitment, response-time guarantee, or obligation to continue any particular feature, integration, software environment, or support personnel availability.
4.3 Support exclusions
Support does not include veterinary advice, medical advice, reimbursement advice, legal or regulatory advice, troubleshooting of Customer’s broader IT environment, third-party systems not supplied by Pelara, or issues caused by misuse, unauthorized modification, unauthorized relocation, environmental conditions outside specifications, or Customer’s failure to follow documentation or training.
4.4 Maintenance responsibilities
Customer will keep the Platform secure, clean, charged, stored, and maintained in accordance with Pelara’s instructions. Customer may not service, repair, alter, relocate, or integrate the Platform with third-party systems except as expressly authorized in writing by Pelara. Customer bears the risk of loss, theft, destruction, or damage to any device while in Customer’s possession or control, except to the extent caused solely by Pelara’s gross negligence or willful misconduct.
5. Data and software
5.1 Platform data
As between the parties, Pelara owns all right, title, and interest in and to the Platform, Platform usage data, device telemetry, software usage records, derived analytics, service records, technical logs, and other operational and system data generated by, through, or in connection with the Platform or Customer’s use of it (collectively, Platform Data). To the extent Customer has or acquires any right, title, or interest in any Platform Data, Customer hereby assigns it to Pelara.
5.2 Customer business and patient information
As between the parties, Customer retains ownership of its patient records, client records, and other Customer-originated business records that are not Platform Data. Customer grants Pelara a limited right to use Customer-provided information and de-identified or aggregated data as reasonably necessary to provide, maintain, support, secure, improve, and analyze the Platform and related services, subject to applicable law and this Agreement.
5.3 Software and updates
Pelara may release updates, bug fixes, patches, changes, and enhancements to the software or subscription services. Unless otherwise stated in an Order Form, Pelara has no obligation to create or deliver any specific feature, integration, or enhancement, and may modify or discontinue features where reasonably necessary for safety, security, legal compliance, supplier constraints, product evolution, or misuse concerns.
6. Intellectual property and feedback
The Platform is proprietary and confidential. Except for the limited rights expressly granted in this Agreement, no license or transfer of any intellectual property right is granted by implication, estoppel, exhaustion, or otherwise. If Customer or its personnel provide suggestions, comments, ideas, bug reports, performance observations, requests, or recommendations regarding the Platform or related services, Pelara may use and incorporate them without restriction, attribution, or compensation, and all related rights are assigned to Pelara.
7. Confidentiality
Each party may receive confidential information from the other in connection with this Agreement, including technical, commercial, pricing, business, operational, and software-related information. Customer will protect Pelara’s confidential information using at least reasonable care, use it only as necessary to perform under this Agreement, and not disclose it to any third party except to personnel and contractors with a strict need to know and written confidentiality obligations at least as protective as this Agreement. The Platform, all non-public documentation, software, reports, support materials, pricing, and Platform Data are Pelara confidential information.
8. Compliance and restrictions
8.1 Veterinary responsibility
Customer is solely responsible for clinical protocols, treatment decisions, patient selection, safety monitoring, sedation or anesthesia decisions, animal handling, owner consent, recordkeeping, billing, and compliance with all professional, legal, and regulatory obligations. Pelara is a technical product and service provider only and does not practice veterinary medicine or assume responsibility for veterinary outcomes.
8.2 Prohibited claims
Customer will not make any statement that Pelara has approved, endorsed, guaranteed, or clinically validated any treatment outcome, safety claim, efficacy claim, reimbursement claim, or commercial representation unless Pelara has expressly approved that statement in writing. Customer will not use the Platform or any Platform Data to support misleading, unsubstantiated, or unauthorized safety, efficacy, or regulatory claims.
8.3 Export and sanctions compliance
Customer will not export, re-export, transfer, or provide access to the Platform, software, technical data, or related materials in violation of applicable export control, sanctions, or trade laws.
9. Suspension and termination
9.1 Suspension
Pelara may suspend shipments, software access, session access, support, or use authorization if Customer breaches this Agreement, fails to pay amounts due, exceeds authorized use, presents a safety or legal risk, or uses the Platform in a manner Pelara reasonably believes is unauthorized, unsafe, unlawful, or materially harmful to Pelara, the Platform, or third parties.
9.2 Termination during Initial Term
Pelara may terminate this Agreement or any Order Form immediately upon written notice for cause, including for non-payment, breach, misuse, safety concerns, or legal risk. Customer may terminate during the Initial Term only if Pelara materially breaches this Agreement and fails to cure within thirty (30) days after written notice, unless a longer cure period is required by law. Termination by Customer during the Initial Term for convenience does not relieve Customer of its obligation to pay fees committed for the remainder of the Initial Term, except to the extent prohibited by applicable law.
9.3 Termination after Initial Term
After the Initial Term, either party may terminate the subscription on at least thirty (30) days’ written notice, with termination effective at the end of the then-current monthly billing period unless otherwise agreed in writing.
9.4 Effect of termination
Upon expiration or termination, all Customer rights to use the Platform immediately end except as otherwise required to complete wind-down actions authorized by Pelara. Customer will promptly cease use, pay all outstanding amounts, return or destroy Pelara confidential information as instructed, and, if applicable, return any non-purchased equipment in accordance with Pelara’s instructions. Sections relating to payment obligations, confidentiality, intellectual property, feedback, disclaimers, limitations of liability, indemnity, and other provisions that by their nature should survive will survive.
10. Warranty disclaimer
TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL SERVICES, SOFTWARE, SUPPORT, TRAINING, DATA, REPORTS, ANALYTICS, UPDATES, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PELARA DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, RELIABILITY, PERFORMANCE, OR RESULTS, AND ANY WARRANTY THAT USE WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR ANY PARTICULAR CLINICAL, COMMERCIAL, OR REGULATORY PURPOSE.
11. Indemnity and limitation of liability
11.1 Customer indemnity
Customer will defend, indemnify, and hold harmless Pelara and its affiliates, licensors, suppliers, service providers, officers, directors, employees, contractors, and agents from and against any and all claims, demands, actions, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer’s possession, operation, misuse, transfer, or disposal of the Platform; (b) Customer’s veterinary services, treatment decisions, billing practices, marketing claims, or owner communications; (c) bodily injury, death, property damage, animal injury, privacy issues, data loss, or regulatory issues arising from Customer’s activities; (d) Customer’s breach of this Agreement; or (e) Customer’s violation of law or third-party rights, except in each case to the extent finally determined by a court of competent jurisdiction to have been caused solely by Pelara’s gross negligence or willful misconduct.
11.2 Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW: (A) IN NO EVENT WILL PELARA OR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR REPUTATIONAL HARM, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) THE TOTAL AGGREGATE LIABILITY OF PELARA AND ALL SUCH RELATED PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PLATFORM, OR ANY RELATED SERVICES WILL NOT EXCEED THE GREATER OF (I) THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO PELARA UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (II) ONE THOUSAND U.S. DOLLARS (US$1,000). THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
12. Miscellaneous
This Agreement, together with each applicable Order Form and any exhibits, is the entire agreement regarding its subject matter and supersedes prior discussions on that subject. Any amendment must be in writing and signed by authorized representatives of both parties. Customer may not assign this Agreement without Pelara’s prior written consent. This Agreement is governed by California law, excluding conflict-of-laws rules, and the state and federal courts located in San Francisco County, California will have exclusive jurisdiction and venue, except that Pelara may seek injunctive relief in any court of competent jurisdiction. The parties are independent contractors, and no agency, partnership, joint venture, or employment relationship is created.