These Research Partner Terms and Conditions (the Agreement) govern the provision by Pelara, Inc. (“Pelara”) of Pelara devices, software, accessories, training, support, and related services to the research partner identified in the applicable Order Form, study protocol acknowledgment, loan confirmation, or other signed transaction document (the Partner). This Agreement becomes effective on the effective date stated in the applicable Order Form or other transaction document. Pelara may perform some obligations directly or through affiliates, contractors, or technology partners, including Open Water Internet, Inc. d/b/a Openwater (“Openwater”). Certain devices, software, services, or support may be supplied, hosted, maintained, or assisted by Openwater under Pelara’s direction, and the liability protections, disclaimers, and restrictions in this Agreement are intended to protect both Pelara and Openwater.
1. Scope and permitted use
1.1 Research-only scope
The products and services covered by this Agreement, including any Pelara-branded or Pelara-supplied ultrasound systems, accessories, software, firmware, documentation, training materials, cloud tools, reports, and support (collectively, the Platform), are provided solely for veterinary, animal health, conservation, and related research, investigational, educational, or internal evaluation purposes as expressly authorized by Pelara in writing. The Platform is not sold or provided as an open-source offering, and no open-source rights, source-code access rights, or redistribution rights are granted except to the limited extent expressly stated in a written instrument signed by Pelara. Pelara retains all right, title, and interest in and to the Platform and all related intellectual property.
1.2 No unauthorized uses
Unless expressly approved in writing by Pelara, Partner will not: (a) use the Platform for any human use; (b) use the Platform for diagnosis, treatment, or clinical decision-making in humans; (c) use the Platform outside the approved protocol, intended scope, training instructions, documentation, and safety guidance; (d) 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; (e) remove proprietary notices; or (f) use the Platform to develop or validate a competing product or service.
1.3 Regulatory and institutional responsibility
Partner is solely responsible for determining whether its intended activities are permitted under applicable law and for obtaining and maintaining all required approvals, permits, committee approvals, animal care approvals, institutional permissions, import/export approvals, and owner consents. Pelara does not provide legal, veterinary, medical, regulatory, ethics, or compliance advice, and no training or support under this Agreement transfers responsibility for lawful and ethical use away from Partner.
2. Device access, custody, and return
2.1 Sale, loan, or evaluation status
The applicable Order Form will specify whether the Platform is sold, loaned, donated, placed for evaluation, or otherwise supplied. If the Platform is loaned, evaluated, or otherwise not sold outright, title remains with Pelara or its designee at all times, and Partner acquires only a limited, revocable right to use the Platform during the authorized term and solely in accordance with this Agreement.
2.2 Custody and care
Partner will keep the Platform secure, maintain it in good condition, use it only at approved locations, and ensure that only trained and authorized personnel access it. Partner bears the risk of loss, theft, destruction, or damage to the Platform while in Partner’s possession or control, except to the extent caused solely by Pelara’s gross negligence or willful misconduct.
2.3 Return and retrieval
Upon expiration or termination of the applicable term, or earlier upon Pelara’s written request if Partner breaches this Agreement or uses the Platform in an unauthorized, unsafe, or unlawful manner, Partner will promptly stop use and return the Platform to Pelara in accordance with Pelara’s instructions. If Partner fails to do so, Pelara may enter the premises where legally permitted, or direct Partner to make the Platform available for retrieval, and Partner will reimburse reasonable retrieval and restoration costs.
3. Training and authorized operators
3.1 Training prerequisite
Partner may not operate the Platform unless and until 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; it does not certify competence, licensure, veterinary judgment, or suitability for any particular research activity.
3.2 Authorized personnel only
Partner will maintain a current list of personnel authorized to use the Platform and will provide that list to Pelara upon request. Partner is responsible for ensuring that authorized users follow all instructions for use, safety notices, protocol restrictions, and maintenance requirements, and for preventing access by untrained or unauthorized persons.
3.3 Suspension for safety or misuse
Pelara may suspend access to software, support, or use authorization, and may require additional training, if Pelara reasonably believes that use of the Platform presents a safety, animal welfare, reputational, legal, or data integrity risk. Where practicable, Pelara will provide notice and an opportunity to cure, but immediate suspension is permitted where Pelara reasonably believes prompt action is necessary.
4. Data, records, and reporting
4.1 Pelara ownership of study and usage data
As between the parties, Pelara exclusively owns all right, title, and interest in and to all data and information generated by, through, or in connection with the Platform, the use of the Platform, support activities, training, study sessions, treatment or research logs, output files, telemetry, software usage records, notes, annotations, images, recordings, measurements, results, derived datasets, metadata, and all modifications, compilations, and derivative works of the foregoing, whether collected by Partner, Pelara, or any third party acting on their behalf (collectively, Platform Data). To the extent Partner has or acquires any right, title, or interest in any Platform Data, Partner hereby irrevocably assigns it to Pelara.
4.2 Partner license for academic use
Subject to this Agreement, Pelara grants Partner a perpetual, non‑exclusive, worldwide, royalty‑free license to use Platform Data internally for non‑commercial academic, research, educational, and teaching purposes related to the research activities authorized under this Agreement, including analysis, internal presentations, and preparation of scholarly publications, and to publish such scholarly work in accordance with the confidentiality, de‑identification, and publication review requirements in Sections 5 and 9. Partner may not sell, license, or otherwise commercially exploit Platform Data, or use it in support of any commercial product or service, without Pelara’s prior written consent.
4.3 Reporting obligations
Partner will keep complete and accurate records of use, including operator identity, date, species, protocol, session details, adverse events, deviations, technical issues, and outcomes reasonably requested by Pelara. Partner will provide periodic written reports at the cadence stated in the Order Form or otherwise reasonably requested by Pelara, and will immediately notify Pelara of any serious adverse event, suspected device malfunction, protocol deviation, safety issue, media inquiry, or governmental/institutional inquiry relating to the Platform.
4.4 Access to records and materials
Upon reasonable notice, Partner will provide Pelara and Openwater access to relevant non-privileged records, logs, and technical information needed to verify compliance, investigate incidents, support maintenance, protect intellectual property, or support product improvement. Partner will cooperate in good faith with troubleshooting, audits related to Platform use, and reasonable requests for return of raw files or samples of output data.
5. Publications, publicity, and communications
5.1 Publication review
Partner may prepare scholarly publications or presentations regarding the research activities authorized under this Agreement. Partner will provide Pelara with a complete draft of any proposed manuscript, abstract, presentation, or other public disclosure that describes the Platform, Platform Data, or study outcomes at least thirty (30) days before submission or public disclosure. During this review period, Pelara may (a) require removal of Pelara’s and Openwater’s confidential information and trade secrets, (b) require de‑identification and aggregation of Platform Data and other information to meet applicable privacy, institutional, and contractual requirements, and (c) request reasonable corrections of technical inaccuracies. At Pelara’s written request made within this thirty (30) day period, Partner will delay submission or disclosure for up to an additional sixty (60) days to permit Pelara to prepare and file patent applications covering any inventions disclosed in the proposed publication.
5.2 No implied rights to publish data; reasonableness standard
Because Pelara owns the Platform Data, Partner’s rights to use and publish Platform Data arise solely from the license granted in Section 4.2 and are conditioned on compliance with this Section 5 and Section 9. Partner will not publish or otherwise publicly disclose Platform Data except as permitted under this Agreement. Pelara will not unreasonably withhold or delay permission for accurate, scholarly publications that (a) relate to the research activities authorized under this Agreement, (b) present Platform Data in de‑identified and, where appropriate, aggregated form, and (c) comply with the confidentiality, de‑identification, and publication review requirements of this Agreement. Pelara may condition permission on appropriate authorship attribution, acknowledgment language, and protection of confidential information, but will not use the publication review process solely to suppress or misrepresent scientifically accurate results.
5.3 Publicity cooperation and approvals
If the applicable Order Form contemplates case studies, marketing cooperation, publicity support, or use of Partner’s name, logo, personnel, facility, or animals in public-facing materials, the parties will cooperate in good faith, but no public statement naming Partner or its personnel may be issued by Pelara without prior approval of the specific content, except for factual identification of Partner as a Pelara research collaborator where permitted in the Order Form. Partner may not issue press releases or marketing statements referencing Pelara or the Platform without prior written consent.
6. Intellectual property and feedback
6.1 Pelara IP
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. All inventions, works of authorship, software, firmware, designs, know-how, protocols, methods, interfaces, documentation, and other materials embodied in or related to the Platform remain the exclusive property of Pelara or its licensors, including Openwater where applicable.
6.2 Enhancements, modifications, and derivative works
Any enhancements, improvements, adaptations, derivative works, configuration changes, annotations, workflow refinements, software changes, validation learnings, or other developments conceived, reduced to practice, authored, or suggested by Partner or its personnel that relate to the Platform, Platform Data, or Pelara’s proprietary technology (collectively, Pelara Improvements) will be owned exclusively by Pelara. To the extent Partner has or acquires any right, title, or interest in any Pelara Improvements, Partner hereby assigns them to Pelara and will execute documents reasonably requested to confirm or enforce that ownership. For clarity, nothing in this Agreement transfers ownership of any underlying technology or intellectual property of Pelara’s third‑party licensors or service providers, including Openwater, and Partner acquires no ownership interest in any such third‑party technology. Partner agrees that Pelara and its licensors and service providers may freely use and incorporate any feedback or suggestions from Partner into their respective products and services without obligation or compensation. As between Pelara and Openwater, ownership of any improvements to Openwater’s technology will be determined solely by the agreements in place between Pelara and Openwater, and Partner will have no rights in such improvements.
6.3 Feedback
If Partner 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. Pelara may permit Openwater and other service providers to use such feedback for Pelara-related support, development, and maintenance purposes.
7. Maintenance, support, and service limits
7.1 Maintenance responsibilities
Partner will perform routine care, storage, cleaning, charging, software update acceptance, and basic maintenance exactly as instructed by Pelara. Partner may not service, repair, alter, relocate, or integrate the Platform with third-party systems except as expressly authorized in writing by Pelara.
7.2 Support scope
Any support, maintenance, remote assistance, on-site assistance, software access, cloud access, analytics support, or replacement coverage will be limited to the scope expressly stated in the applicable Order Form. Unless expressly committed in writing, Pelara provides no service level agreement, uptime commitment, response-time guarantee, or obligation to continue any particular feature, software environment, or support personnel availability.
7.3 Suspension and discontinuation
Pelara may modify, suspend, or discontinue support, access, updates, or any part of the Platform where reasonably necessary for safety, security, legal compliance, supplier constraints, product evolution, or misuse concerns. Pelara will use commercially reasonable efforts to provide notice where practicable, but has no liability for such actions except as expressly stated in an Order Form.
8. Compliance, animal care, and restrictions
8.1 Partner responsibility for research conduct
Partner is solely responsible for all study design, animal handling, veterinary judgment, patient or subject selection, sedation or anesthesia decisions, safety monitoring, owner communications, informed consent, adverse event management, and compliance with all applicable laws, standards, permits, ethics rules, and institutional policies. Neither Pelara nor Openwater provides veterinary services or assumes responsibility for research outcomes, animal care decisions, or compliance obligations.
8.2 Prohibited claims
Partner will not make any statement that Pelara or Openwater has approved, endorsed, guaranteed, or clinically validated any study result, treatment outcome, veterinary claim, or commercial representation unless Pelara has expressly approved that statement in writing. Partner will not use the Platform or any Platform Data to support misleading, unsubstantiated, or unauthorized efficacy, safety, or regulatory claims.
8.3 Export and sanctions compliance
Partner 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. Partner represents that it is not located in, organized in, or acting on behalf of a restricted person or jurisdiction prohibited under applicable law.
9. Confidentiality
Each party may receive confidential information from the other in connection with this Agreement, including technical, commercial, research, pricing, and business information. Partner will protect Pelara’s and Openwater’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, and any Openwater materials made available through the relationship are also protected confidential information, in each case except to the extent such information becomes publicly available through a scholarly publication or presentation made in compliance with Sections 4.2 and 5 or through another authorized disclosure under this Agreement. Nothing in this Section 9 limits Partner’s right to use and publish Platform Data as expressly permitted under Section 4.2 and Section 5.
10. Fees and taxes
If the applicable Order Form requires payment, Partner will pay all fees, charges, shipping amounts, support fees, service fees, taxes, and reimbursable expenses stated in the Order Form within 30 days after invoice unless the Order Form specifies different terms. Late amounts may accrue interest at 1.5% per month or the maximum rate allowed by law, if lower, and Pelara may suspend further shipments, software access, or support for non-payment after notice.
11. Warranty disclaimer
TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL SERVICES, SOFTWARE, SUPPORT, TRAINING, DATA, REPORTS, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PELARA, OPENWATER, AND THEIR RESPECTIVE AFFILIATES, LICENSORS, SUPPLIERS, CONTRACTORS, AND PERSONNEL DISCLAIM 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 RESEARCH, VETERINARY, COMMERCIAL, OR REGULATORY PURPOSE.
12. Indemnity and liability allocation
12.1 Partner indemnity
Partner will defend, indemnify, and hold harmless Pelara, Openwater, and their respective 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) Partner’s possession, operation, misuse, transfer, or disposal of the Platform; (b) any study, protocol, animal procedure, veterinary decision, handling practice, owner communication, or research activity by or on behalf of Partner; (c) any bodily injury, death, property damage, animal injury, data loss, privacy issue, or regulatory issue arising from or related to Partner’s activities; (d) Partner’s breach of this Agreement; (e) Partner’s violation of law, institutional requirements, or third-party rights; or (f) any publication, public statement, or claim by Partner relating to the Platform or research results, 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.
12.2 No responsibility for clinical or veterinary outcomes
Partner acknowledges that Pelara and Openwater are technical product and service providers only, not providers of veterinary care, animal care, or professional medical judgment. Pelara and Openwater have no responsibility for protocol design, animal selection, sedation, anesthesia, handling, treatment decisions, monitoring, outcomes, follow-up care, or compliance with research or animal welfare requirements.
12.3 Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW: (A) IN NO EVENT WILL PELARA, OPENWATER, OR ANY OF THEIR RESPECTIVE 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, OPENWATER, 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 PARTNER TO PELARA UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE 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.
12.4 Injunctive relief
Partner acknowledges that any unauthorized use, disclosure, copying, retention, or transfer of the Platform, Platform Data, or confidential information may cause irreparable harm for which monetary damages are inadequate. Pelara, Openwater, and their licensors may seek injunctive or equitable relief, in addition to any other remedies, without posting bond where not required by law.
13. Insurance
Upon request, Partner will maintain commercially reasonable insurance appropriate for its facilities, personnel, operations, and research activities, including general liability and, where applicable, professional or veterinary liability coverage. Any insurance maintained by Pelara or Openwater is solely for their own operations and does not limit Partner’s responsibilities or insure Partner’s activities.
14. Term and termination
14.1 Term
This Agreement begins on the effective date in the applicable Order Form and continues for the term stated there unless earlier terminated under this Section. If no term is stated, the term continues until completion of the authorized project or earlier termination by Pelara on written notice.
14.2 Termination rights
Pelara may suspend or terminate this Agreement, any Order Form, or any access to the Platform immediately upon written notice if Partner breaches this Agreement, uses the Platform in an unauthorized or unsafe manner, fails to pay amounts due, creates material legal or reputational risk, or if Pelara or Openwater can no longer support the Platform for legal, safety, supplier, or strategic reasons. Partner may terminate for convenience on 30 days’ written notice unless the Order Form states a different minimum term, but fees already incurred are non-refundable and any loaned devices must be returned promptly.
14.3 Effect of termination
Upon expiration or termination, all Partner rights to use the Platform immediately end, Partner will stop using the Platform and Platform Data, return or destroy Pelara confidential information as instructed, and return all loaned or rented equipment. Sections relating to data ownership, intellectual property, confidentiality, fees, indemnity, disclaimers, limitation of liability, and other provisions that by their nature should survive will survive.
15. Miscellaneous
This Agreement, together with each applicable Order Form and any exhibits, is the entire agreement regarding the subject matter and supersedes prior discussions on that subject. Any amendment must be in writing and signed by authorized representatives of both parties. Partner 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, except that Pelara or Openwater 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.