1. Introduction and Definitions
1.1. Parties Involved
The Software as a Service Agreement (“Agreement”) is entered into as of the date you accept these General Terms and Conditions by clicking “I Agree”, accepting the Services or signing the Subscription Agreement or the Contract (as defined hereinbelow), by and between Lupa Pets Inc., a company incorporated under the laws of the State of Delaware, with its registered office at 8 The Green, Suite R, Dover, Delaware 19901, United States (“Provider”), and you, the individual or entity registering for or using the Services (“Client”).
1.2. Purpose of the General Terms and Conditions
These General Terms and Conditions set forth the general terms and conditions under which the Client may access and use the Services provided by Lupa Pets Inc., as defined below.
1.3. Definitions
1.3.1. “Agreement” refers to all contractual documents regulating the Software as a Service Agreement, including these General Terms and Conditions, the specific Subscription Agreement or the specific Contract, all attached Annexes, the Data Processing Agreement and any future amendments and any form that the Client completes and submits to the Provider as part of the registration process in respect of the Services.
1.3.2. “Client” refers to the business entity entering into the Agreement with the Provider for the use of the Services.
1.3.3. “Client Support” means the support offered to Clients pursuant to Section 6 of these General Terms and Conditions.
1.3.4. “Contract” means the master service agreement entered into with the single Client and all attached Annexes.
1.3.4. “Customers” refers to the end-users who are the clients of the Client, commonly animal owners seeking animal services.
1.3.5. “Customer Contracts” refers to the contracts entered into between a Client and a Customer.
1.3.6. “Data Protection Laws” means all applicable data protection and privacy legislation in force and applicable from time to time in the United States, including, without limitation, all applicable federal, state and local privacy, data protection, data security and data breach-notification laws and regulations of the United States and any relevant state or territory thereof, in each case as amended, superseded or replaced from time to time.
1.3.7. “Data Processing Agreement” means the agreement by which the Client appoints the Provider as a processor under Data Protection Laws and which will be attached to the Contract or the Subscription Agreement, or made available during the subscription sign-up process, where the Client will be explicitly required to review and consent to its terms.
1.3.8. “Effective Date” means the date on which the Client accepts the terms of the Agreement, through any media, including by way of online form submission and tick-box acceptance.
1.3.9. “Force Majeure Events” means the events indicated in section 12.5 hereinbelow.
1.3.10. “Initial Term” means the period commencing on the Service Start Date and ending on the date indicated by the Contract/Subscription Agreement.
1.3.11. “Personal Data” means any information relating to an identified or identifiable individual, as defined by Data Protection Laws, including, but not limited to, names, contact details, financial information, appointment records, images, audio and video files, and any animal-related data that can be linked to the identification of the client.
1.3.12. “Platform” means the Platform of Lupa Pets Ltd, with head office in the United Kingdom, and made available by Lupa Pets Inc. to the Client for the performance of the Services.
1.3.13. “Provider” refers to Lupa Pets Inc., the company providing the Services under the Agreement, also referred to as “Lupa Pets”.
1.3.14. “Renewal Term” means any successive period following the Initial Term, as per subsection 14.2 hereinbelow.
1.3.15. “Services” refers to the software solutions provided by the Provider, as defined in these General Terms and Conditions and in the Contract or in the Subscription Agreement.
1.3.16. “Service Start Date” means the date from which the Services are available and the Client can start using them.
1.3.17. “Service Tier” means the specific level or plan under which the Services are provided, including any features, usage limits and support entitlements.
1.3.18. “Software” refers to the software designed to assist animals services businesses, owned by Lupa Pets Ltd and licensed to Lupa Pets Inc. for the provision of the Services.
1.3.19. “Subscription Agreement” ” means the subscription agreement entered into with the single Client and all attached Annexes, if any.
1.3.20. “Subscription Fee” means the fee payable by the Client for access to the Services, as set out in the Contract or in the Subscription Agreement..
1.3.21. “Technical Data” means data enabling error checking and support services, including, but not limited to, IP address; browser type and version; time zone setting, types and versions; and operating system.
1.3.22. “Termination Date” refers to the date on which the Agreement is terminated, as per Section 14 hereinbelow.
1.3.23. “Third-Party Integrations” refers to any software, platforms or services, not provided by the Provider, that are integrated with the Services as described in Section 8 hereinbelow.
1.3.24. “User” means any individual duly authorized by the Client to access the Services, including but not limited to the Client’s employees, contractors, agents, or other representatives.
1.3.25. “User Account” means each account authorised to access the Platform and the Services.
2. General Terms and Conditions - Scope of Service
2.1. General Terms and Conditions
These General Terms and Conditions apply to the Services to assist Clients in managing their operations, unless where derogated, modified or integrated by the specific Contract or specific Subscription Agreement with the Client.
Clients’ General Conditions, if any, are not mandatory for the Provider unless expressly accepted by the latter in writing.
By accepting the Services, the Client acknowledges and accepts these General Terms and Conditions.
2.2. Services
The Client is granted the non-exclusive, non-transferable, and revocable right to access and use the Services in accordance with the Agreement.
The specific Services to be provided under the Agreement are defined within the Contract/Subscription Agreement and any attached Annexes. These Services may include, but are not limited to, software functionalities, features, and any additional services as expressly outlined in the individual relevant contractual documents.
2.3. Restrictions
The Client shall not engage in any of the following activities:
2.3.1. Reverse Engineering: decompiling, disassembling, reverse engineering or attempting to derive the source code of the Software.
2.3.2. Sub-Licensing: sub-licensing, renting, leasing, distributing or otherwise making available the Software or the Services to third parties without the prior written consent of the Provider.
2.3.3. Illegal Use: using the Services in violation of any applicable local, state, national, or international laws and regulations, including, but not limited to, Data Protection Laws, or to connect to any other application other than the Provider’s application, including any application that constitutes, promotes or is used in connection with spyware or other malicious programs or codes.
2.3.4. Spam and Excessive Marketing: using the Services to send unsolicited or spam messages to its Customers. The Provider reserves the right to define what constitutes “spam” and “unsolicited messages” at its sole discretion. The Client acknowledges and agrees that sending spam or other unsolicited messages through the Service is a violation of the Agreement.
2.3.5. Malicious Activities: using the Services to store, transmit or disseminate malicious codes, malware or other harmful software.
2.3.6. Commercial Exploitation: using the Services for the purpose of building a competitive product or service or copying any features, functions or graphics of the Software and/or of the Services for commercial purposes.
2.3.7. Data Scraping: engaging in web scraping, data mining or any other activity intended to collect, store, reorganize or manipulate data through the Services.
2.3.8. Service Interference: interfering with or disrupting the integrity or performance of the Services.
2.3.9. Unauthorized Access: attempting to gain unauthorized access to the Services or their related systems or networks.
2.3.10. Modifications: modifying, altering, copying, translating or creating derivative works of the Software or of the Services in any manner.
2.3.11. Code Alteration: changing, deleting or obscuring any proprietary notices, labels or marks within the Services.
2.3.12. Third-Party Modifications: allowing or facilitating third parties to modify or create derivative works of the Software or of the Services.
In addition to the above restrictions, the Client shall comply with any additional restrictions or limitations that the Provider may adopt in the future and communicate to the Client.
The Client acknowledges that any violation of these restrictions will entitle the Provider to immediately terminate the Agreement and seek compensation for the damages incurred.
2.4. User Accounts
2.4.1. Individual Accounts: The Client shall ensure that each User authorised to access the Services, uses a unique set of credentials (e.g. username and password) generated in that User’s name. Under no circumstances may an authorised User share or use another authorised User’s credentials.
2.4.2. Non-Compliance Measures: If the Provider becomes aware of or reasonably suspects any unauthorised sharing of credentials, the Provider may (i) issue written notice to the Client requesting rectification within a reasonable time, and/or (ii) impose to the Client additional user fees in line with the actual number of Users accessing the Services. Repeated or severe breaches may result in the Provider suspending the affected account(s) and/or taking any other appropriate measures, including, but not limited to, applying a penalty to the Client or suspending access to the Services until the breach is cured by the Client and any unauthorised access is terminated.
2.4.3. Client Responsibility: The Client is solely responsible for (i) maintaining the confidentiality of each User’s credentials, and (ii) all activities conducted through User Accounts under the Client’s subscription. The Client shall immediately notify the Provider of any suspected unauthorised access or misuse of credentials.
2.4.4. Future User Accounts: The Client agrees to comply with any additional terms and conditions that may apply to new features or functionalities related to User Accounts that the Provider may introduce in the future and make available to the Client.
2.5. Compliance with Laws
The Client agrees to use the Services in strict compliance with all applicable local, state, federal and international laws, regulations and ordinances, including, but not limited to:
Data Protection Laws
Intellectual Property Law
Export Control
Consumer Protection
Animal Welfare Laws
Ethical Standards
Future Regulatory Changes
3. Service Tiers & Pricing
3.1. Tier Designation
Upon entering into the Agreement, the Client will be designated a specific Service Tier, based on criteria determined solely by the Provider.
3.2. Future Service Tiers
The Provider reserves the right to introduce new Service Tiers or modify existing ones. Any such new or modified future Service Tier will be communicated to the Client in advance and will be subject to the following:
3.2.1. Notification: the Provider will notify the Client of any new or modified Service Tiers at least 30 days before moving it to a new Service Tier.
3.2.2. Pricing: any new or modified Service Tiers will be subject to pricing as specified in the Provider’s then-current pricing documentation.
3.2.3. Opt-Out: Clients will have the option to opt out from new or modified Service Tiers, by giving communication thereof to the Provider not later than 10 days from receipt of the notification under 3.2.1. hereinabove.
3.2.4. Transition Support: the Provider commits to supporting the Client in transitioning to new or modified Service Tiers as seamlessly as possible.
3.2.5. Personal Data Handling: the Provider’s responsibilities for Personal Data handling in future Service Tiers will be consistent with Section 9 hereunder.
3.2.6. Termination Conditions: Clients in future Service Tiers may terminate their subscription as specified in Section 14 hereunder.
3.2.7. Business Expansion and New Locations: the inclusion of new locations, stores or User Accounts in future Service Tiers will be subject to the Provider’s then-current pricing documentation and the Provider will support the Client in bringing these new locations, stores or User Accounts live on the Services as soon as reasonably possible.
3.2.8. Additional Costs: any additional features or services not included in future Service Tiers may be available at an additional cost, as determined solely by the Provider.
3.3. Pricing
The pricing mechanisms for accessing and using the Services will be specified in the then-current pricing documentation available online or in the Contract/Subscription Agreement.
Pricing may be determined based on the nature of the Client’s business, being either per store/location, per full-time equivalent vets or per number of recorded consults. Pricing may also be determined based on other factors, provided such terms are agreed upon in writing by both parties in the relevant Contract/Subscription Agreement
The Client may create multiple User Accounts subject to Section 2.4 hereinabove.
3.4. Notification of Business-Size Changes
The Client shall notify the Provider of any changes to its business structure according to the following stipulations:
3.4.1. Responsibility for Notification: the Client shall promptly, within 15 days from their occurrence, notify the Provider of any alterations in the number of stores/locations, full-time equivalent veterinarians or recorded consults, as applicable.
3.4.2. Adjustment of Pricing: following the receipt of notification from the Client regarding changes in their business structure, the Provider will adjust the subscription pricing based on the then-current pricing documentation or as specified in the relevant Contract/Subscription Agreement.
3.4.3. Automatic Pricing Adjustment: in the event that the Client fails to provide timely notification of changes in their business structure, the Provider reserves the right to automatically adjust the subscription pricing to reflect the actual use of the Services by the Client, ensuring that the pricing remains aligned with the agreed terms of service.
3.4.4. Effect of Changes on Subscription Fees: any increase in Subscription Fees resulting from changes in the Client’s business structure will be effective from the date such change is made. The Provider also reserves the right to implement back-dated increases in payments should the Client fail to notify the Provider within the specified 15 days’ period.
3.5. Switching Service Tiers
Clients can switch between different Service Tiers subject to the following conditions:
3.5.1. Notice Requirement: Clients must provide written notice to the Provider at least 30 days before the desired switch date, unless a different notice period is provided for by the single Contract/Subscription Agreement.
3.5.2. Pricing Adjustment: upon switching Service Tiers, the Client will be subject to the pricing and terms of the new Tier, effective from the switch date.
3.5.3. Data and Features: the Provider will facilitate the transition, including the migration of data and features, to the extent possible, provided, however, that some features or data may not be transferable between Tiers.
3.5.4. Contract Duration: if a specific contractual duration is in place for a given Service Tier, the Client may not switch Service Tiers until the end of that duration, unless otherwise agreed upon in writing.
4. Payment Structure
Clients in standard Service Tiers are required to make payments according to the following terms:
4.1. Payment Schedule
Payments are due as specified in the Provider’s then-current pricing documentation or in the Contract/Subscription Agreement, which may be monthly, quarterly or annually.
4.2. Payment Methods
Payments must be made via electronic bank transfer, details of which will be provided by the Provider.
4.3. Late Fees
Payments not received by the due date will bear interest, at the lesser between 1.5% per month or the maximum rate permitted by applicable law, as specified in the Provider’s then-current pricing documentation and, when exceeding 30 days from due date, may lead to suspension of Customer access to the Services or to termination of the Agreement, as per subsection 14.5 hereinbelow (at the Provider’s absolute discretion).
4.4. Price Changes
The Provider reserves the right to increase the Subscription Fee for standard Service Tiers once per calendar year in line with the U.S. Consumer Price Index for All Urban Consumers (CPI-U) published by the U.S. Bureau of Labor Statistics, or any successor index, by giving the Client at least 30 days’ prior written notice.
The Provider may also increase the Subscription Fee at the beginning of a Renewal Term, by giving the Client at least 30 days’ prior written notice.
4.5. Taxes
All prices are exclusive of any applicable taxes, levies or duties, which are the responsibility of the Client.
5. Service Availability
5.1. Service Level
The Provider commits to using the latest technologies and taking all feasible precautions to ensure the availability of the Services. However, minor interruptions may occur to facilitate updates and maintenance.
The Client acknowledges that the Provider cannot guarantee uninterrupted, timely or error-free access to the Services due to events beyond its control (including operation of public and private networks by Internet service providers or telecoms providers and third parties operations). The Provider may also need to carry out maintenance (whether planned or unplanned, routinary or not) from time to time on the Software. However, the Provider shall use its reasonable endeavours to minimise downtime of the Services.
5.2. Scheduled Maintenance
5.2.1. Objective: the Provider will perform scheduled maintenance to improve the quality, performance and security of the Services.
5.2.2. Notification: Clients will be notified of any scheduled maintenance at least two weeks in advance. Notifications will be sent via email to the registered email address of the Client.
5.2.3. Timing: scheduled maintenance will be minimised to the furthest possible extent and will typically be conducted during off-peak hours to minimise any disruption to the Services.
5.2.4. Client Responsibilities: Clients are responsible for making any necessary adjustments to their operations to accommodate scheduled maintenance periods.
5.3. Emergency Maintenance
5.3.1. Objective: the Provider may need to perform emergency maintenance, including security patches, hardware or software updates or other urgent corrective actions.
5.3.2. Notification: in the event of emergency maintenance, the Provider will provide to the Client as much advance notice as is reasonably practicable under the circumstances.
5.3.3. No Liability: the Provider shall not be liable for any damages or losses resulting from emergency maintenance, including but not limited to, data loss, lost revenue or other service interruptions.
5.3.4. Client Responsibilities: Clients are responsible for making any necessary adjustments to their operations to accommodate emergency maintenance periods and minimise the relevant impact.
5.4. Data Migration
5.4.1. Scope of Service: where agreed upon with the Client, the Provider shall, at the Client’s request, facilitate a data migration from a third-party service into the Provider’s Platform on a reasonable-efforts basis and according to the provisions hereinbelow. No guarantee is given regarding accuracy, completeness, or uninterrupted performance.
5.4.2. Migration Process:
a. Timeline Agreement: The Client and the Provider shall jointly agree on a timeline for the migration activities set forth in this clause.
b. Client Data Extract: The Client shall be responsible for furnishing an extract of the data to be migrated by the date agreed upon with the Provider. Any delay in providing the extract may impact the migration timeline.
c. Initial Upload: Upon receipt of the Client’s data extract, the Provider will upload the data into a trial environment by the agreed-upon date. The Provider will notify the Client in case the migration process takes longer than initially expected for any reason and will deploy its best efforts to meet the agreed timeline.
d. Client Review: The Client must review the trial environment within three (3) business days of the initial upload and provide written notice of any corrections. Failure to do so constitutes acceptance of the data “as is.”
e. Corrections & Final Upload: The Provider will implement reasonable corrections based on the feedback received by the Client within the deadline indicated above, if any. The Client will then provide a final data extract, which the Provider will upload. No further migrations will be undertaken unless agreed in writing.
f. Potential Delay of Services Start Date: The Provider may, but is not obliged to, delay the Services Start Date with written notice to the Client if the data migration process requires additional time.
5.4.3. Additional Services: Any additional migration work requested after the final upload, including corrections of issues not previously identified, will be charged at US $125 (one hundred twenty-five U.S. dollars) per hour, or as otherwise agreed in writing. To this aim, the Provider will furnish to the Client a written, non-binding estimate of hours involved and relevant fees before proceeding with such work.
5.4.4. Data Integrity & Liability:
a. Client Responsibility: The Client is solely responsible for the accuracy, completeness, and suitability of any data provided.
b. Disclaimer: The Provider disclaims all warranties, express or implied, relating to the migrated data’s completeness or accuracy.
c. Indemnification: The Client shall indemnify and hold the Provider harmless against any claims or damages resulting from errors, omissions, or inaccuracies in the data provided or migrated.
5.5. Data Backup
5.5.1. Objective: the Provider will abide by all legal requirements to back up Clients’ data.
5.5.2. Backup Methods: data will be backed up using leading cloud providers to ensure reliability and security.
5.5.3. Frequency: data backups will be performed once every 30 minutes and will be stored for 7 days. The Provider reserves the right to modify the frequency of back-ups or duration of their storage, at its own discretion.
5.5.4. No Liability: the Provider shall not be liable for any faults or malfunctions in data storage in compliance with applicable law, on behalf of third-party cloud providers to the maximum extent allowed by applicable law.
5.5.5. Client Responsibilities: Clients are responsible for maintaining their own backups of data that is critical to their operations.
5.6. Client Responsibilities
5.6.1. Objective: Clients shall be responsible for the necessary actions and configurations to enable effective service availability.
5.6.2. Configuration: Clients must ensure that their systems are configured correctly to interface with the Services, in accordance with the instructions provided by the Provider.
5.6.3. Updates: Clients are responsible for installing any required updates or patches that are necessary for the optimal functioning of the Services.
5.6.4. Data Integrity: Clients are responsible for the accuracy and integrity of the data they provide or input into the Services.
6. Client Support
6.1. Objective
The objective of this section is to outline the Provider’s commitment to offering Client Support for the Services.
6.2. Availability
Client Support will generally be available during the Provider’s business hours. Specific availability may vary and will be communicated to Clients as appropriate.
6.3. Methods
Clients may reach Client Support through various channels, which may include, but are not limited to, email, chat and phone support.
6.4. Response Time
While the Provider does not commit to specific response times, it aims to address all Clients’ inquiries as promptly as possible.
6.5. Service Tiers
The level and scope of Client Support may vary depending on the Service Tier to which the Client subscribes, details of what is included in each Service Tier will be reflected in the Contract/Subscription Agreement or made available during the subscription sign-up process.
6.6. Exclusions
Client Support does not extend to issues arising from the Client’s failure to adhere to the terms of the Agreement or any issues that are beyond the control of the Provider or to Force Majeure Events as defined in the relevant Section.
6.7. No Liability
The Provider shall not be liable for any damages, losses or issues that may arise due to the lack or inadequacy of Clients’ support.
7. Clients’ Responsibility
7.1. Legal Compliance
The Client hereby commits to fulfilling all legal requirements necessary to operate the Services lawfully within its jurisdiction. This includes, but is not limited to, obtaining all necessary licenses, permits, regulatory authorisations, registrations and certifications.
7.2. Transparency and Accountability
The Client shall be transparent in its dealings and communications with the Provider and the Customers.
7.3. Customer Contracts
The Provider assumes no liability for the Services provided by the Client to its Customers nor for any agreements entered into between the Client and the Customer.
All Customer Contracts are strictly between the Client and the Customer. The relevant template made available to the Client within the Services offers mere suggestions which the Client, under its sole responsibility, must review, amend, integrate and adapt to its specific needs and protection, without this implying any involvement, role or liability for the Provider.
The Client acknowledges that it is solely responsible for the contractual relationship between the Client and the Customer and for the drafting, content, and finalisation of a Customer Contract.
8. Third-Party Integrations
If required by the Client, the Provider may offer integrations with third-party services, such as online payment providers, messaging & communications providers, brokers, etc. The following terms apply to such integrations:
8.1. Provider’s Discretion
The choice of third-party services to integrate with is at the full discretion of the Provider.
8.2. Termination or Switching
The Provider reserves the right to terminate integrations or to switch to alternative providers. A notice period of at least two weeks will be given to the Client in all such cases.
8.3. Functionality
The Provider is not responsible for the functionality or availability of integrated third-party services.
8.4. Support
Support for issues specifically related to third-party integrations may need to be sought directly from the respective third-party service provider, unless otherwise specified by the Provider.
8.5. Costs
Any additional costs incurred from the use of third-party integrations will be the responsibility of the Client unless otherwise agreed upon in writing.
8.6. Data Sharing with subcontractors
The Client hereby expressly consents to the disclosure and use of their own data by the Provider to third-party service providers as may be necessary for the fulfilment of the integrations.
The Provider shall enforce rigorous data confidentiality protocols with all third-party service providers to ensure the integrity and security of the Client’s data.
8.7. Data Security
The Provider will take reasonable steps to ensure that any third-party integrations comply with applicable Data Protection Laws.
8.8. No Liability
The Provider shall not be liable for any damages, loss, or issues caused by or related to the use of third-party integrations.
9. Personal Data Handling
9.1. Provider’s Responsibilities
The Provider will process Clients’ and Customers’ Personal Data in compliance with applicable Data Protection Laws, the Data Processing Agreement attached to the Contract/Subscription Agreement, and the Provider’s privacy notice available on the Provider’s website. To the extent the Provider processes Personal Data on the Client’s behalf, the Provider acts as a processor within the meaning of applicable Data Protection Laws, and shall not sell or share such Personal Data, nor retain, use or disclose them for any purpose other than performing the Services or as otherwise permitted by applicable Data Protection Laws.
9.2. Client’s Responsibilities
9.2.1. Client’s Responsibility
The Client assumes full responsibility for ensuring that the collection, use and sharing of Customers’ data comply with all applicable Data Protection Laws, including, when applicable, obtaining the necessary consents from Customers for data processing and sharing with the Provider and with third parties involved in the performance of the Services.
9.2.2. Consent for Data Sharing
The Client must ensure, when required by Data Protection Laws, that explicit consent is obtained from Customers for their data to be shared with the Provider and any duly authorised third party involved in the performance of the Services.
The Client must inform Customers of the purposes for which their data will be processed by the Provider and/or third parties and ensure that such consent is documented and maintained in accordance with applicable Data Protection Laws.
9.2.3. Compliance Assurance
The Client shall take all necessary steps to verify that the Customer data collected is accurate, relevant and limited to what is necessary for the intended purposes. The Client must also ensure that Customers are informed of their rights regarding their Personal Data.
9.2.4. Liability
The Client acknowledges and agrees that it is solely responsible for any claims, damages or penalties arising from the failure to obtain the necessary consents for Personal Data sharing with the Provider and/or any duly authorised third party involved in the performance of the Services or any other non-compliance with Data Protection Laws related to the collection and sharing of Customer Personal Data.
10. Ownership of Intellectual Property – License
10.1. Ownership of Intellectual Property
10.1.1. Intellectual Property
All intellectual property rights in the Software, the Services, any updates or any new features thereof, including, but not limited to, software, algorithms, designs and documentation, are and will remain the exclusive property of Lupa Pets Ltd and licensed in the United States to Lupa Pets Inc.
10.1.2. Client’s Intellectual Property
The Client retains all intellectual property rights in the data they provide for the purpose of using the Services. The Agreement does not transfer any ownership rights in the Client’s data to the Provider.
10.1.3. Customer’s Data
Data pertaining to the Client’s Customers remains the intellectual property of the respective Customers.
10.1.4. Third-Party Intellectual Property
Any third-party intellectual property used in providing the Services remains the property of the respective third-party owners and is used under license by the Provider.
10.2. Sub-License Grant
10.2.1. Scope of sub-License and/or further sub-licenses
The sub-license granted to the Client for the use of the Software and the Services is granted solely for the Client’s internal business operations and is not to be used for any other purposes, including, but not limited to, resale, service bureau or commercial exploitation of the Software and of Services.
The Client acknowledges that all rights, title and interest in and to the Software and the Services, including all intellectual property rights therein, remain the property of Lupa Pets Ltd or its licensors, and no title to or ownership of any proprietary rights related to the Software and/or the Services is transferred to the Client or any third party under the Agreement.
10.2.2. Limitations
The sub-license does not permit the Client to further sub-license, sell, lease or otherwise transfer the Software and/or the Services or any associated intellectual property rights to third parties.
10.2.3. Reservation of Rights
All rights not expressly granted to the Client are reserved by the Provider.
10.3. Third-Party Licenses
10.3.1. Identification
The Services may include software, contents or other materials that are owned by third parties and are subject to their own license terms.
10.3.2. Client Responsibility
The Client is responsible for complying with any third-party license terms that may apply when using the Services.
10.3.3. No Warranty
The Provider makes no representations or warranties concerning third-party materials and shall not be liable for any issues arising from the Client’s use of third-party materials.
10.3.4. Updates and Changes
Third-party materials included in the Services are subject to change and the Provider is not responsible for notifying the Client of such changes.
10.3.5. Indemnification
The Client agrees to indemnify and hold harmless the Provider from any claims, damages or liabilities arising from the Client’s violation of third-party license terms.
10.4. Infringement
Upon becoming aware of a third-party claim that the Services infringe upon Lupa Pets Ltd’s intellectual property rights, and those of Lupa Pets Inc. as licensee, the Client shall promptly notify the Provider. The Provider will have the sole and exclusive right to defend or settle any such claims at its sole discretion.
10.5. Survival of Intellectual Property Rights
10.5.1. Post-Termination Rights
Upon termination of the Agreement for any reason, all licenses granted thereunder shall immediately terminate. However, the intellectual property rights of both parties shall continue to exist in accordance with applicable laws.
10.5.2. Clients’ Data
The Client’s intellectual property rights in its data shall continue to exist post-termination.
10.5.3. Obligations
Any obligations to protect the intellectual property rights of either party, including confidentiality obligations, shall survive the termination of the Agreement.
11. Confidentiality
11.1. Definition
“Confidential Information” refers to any non-public information, Technical Data, document, model, commercial secret or know-how of either party, including but not limited to research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, images, hardware configuration information, marketing, or finances disclosed by either party.
11.2. Obligations
Both parties agree to hold each other’s Confidential Information in strict confidence and not to disclose such information to third parties or use such information for any purpose other than as specified in the Agreement.
11.3. Exceptions
The obligations under this subsection shall not apply to information that:
is already known to the receiving party at the time of disclosure;
is or becomes publicly known through no wrongful act of the receiving party;
is independently developed by the receiving party without benefit of the disclosing party’s Confidential Information.
11.4. Duration
The obligations to maintain confidentiality shall survive the termination of the Agreement for a period of five years, except for trade secrets, which shall be held in confidence for an indefinite period.
12. Liability and Indemnification – Insurance – Force Majeure
12.1. Limitations and Exclusions of Provider’s Liability
12.1.1. Faults in Services
The Provider does not guarantee that the Services will be free from faults. The Provider will use its reasonable endeavours to:
- correct any errors or omissions in the Services after receiving prompt and clear written information thereof from the Client, and
- respond to a request for support in a timely manner.
However, the Provider cannot guarantee any particular result or outcome nor within any particular deadline.
12.1.2. AI-Generated Outputs
The Provider is not liable for inaccuracies, errors or omissions in the transcription services, recommendations or suggestions provided by the Services, including those generated through the use of artificial intelligence, to the maximum extent allowed by applicable law.
The Provider waives any responsibility for the accuracy, reliability and completeness of the transcriptions, AI-generated recommendations and any subsequent clinical or non-clinical notes generated by the Software.
The use of any AI-generated recommendations or suggestions provided through the Services is at the sole discretion and full responsibility of the Client. Clients shall be responsible to independently verify and obtain the Customers’ consent for the information and consult a professional before relying on any transcriptions, recommendations or suggestions provided.
The Provider specifically disclaims any liability for decisions based on such AI-generated contents.
12.1.3. Pricing Errors Disclaimer
The Provider does not represent, warrant or assure that the Services will be free from pricing errors. Under no circumstances shall the Provider be liable, to the maximum extent allowed by applicable law, for any pricing error nor for any loss suffered or incurred by the Client, that is caused, directly or indirectly, by:
- any actions or omissions in modifying, translating, adapting, or otherwise altering any data, information or processes related to the pricing of Services, fees or other costs charged, or the methodology by which such charges are calculated; or
- any errors or deficiencies in the Software or in the Services.
The Clients shall be liable to verify all pricing information and calculations and not to rely solely on the automated outputs provided by the Services.
12.2. Limitation of Liability
12.2.1. General Limitation
To the fullest extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with the Agreement, even if the other party has been advised of the possibility of such damages.
12.2.2. Disclaimer of Liability for Animal Welfare, Customer and Staff Safety
The Provider does not assume any responsibility or liability for the welfare of animals, Customers or staff that may be impacted by the use of the Service, except as otherwise expressly provided in the Agreement.
The Client acknowledges that the Service is a tool to assist in its operations and that the ultimate responsibility for the welfare of animals, Customers and/or staff lies solely with it. The Provider shall not be liable for any harm, injury or loss that may arise from errors, omissions, or decisions made based on the use of the Service, except as otherwise expressly provided in the Agreement.
12.2.3. Cap on Liability
Except for obligations under the indemnification clauses or breaches of confidentiality, the total liability of the Provider towards the Client for all claims arising out of or related to the Agreement shall not exceed the total amount paid by the Client to the Provider in the 3 months preceding the claim.
12.2.4. Exceptions
The limitations set forth in this subsection shall not apply to:
- liability for death or personal injury caused by negligence, gross negligence or wilful misconduct;
- fraud or fraudulent misrepresentation;
- any other liability that cannot be excluded or limited under applicable law.
12.2.5. Time Limit for Claims
No action, regardless of form, arising out of or relating to the Agreement may be brought by either party following one year after the cause of action has accrued, to the extent such limitation is permitted by applicable law, except for actions concerning non-payment or breach of the Provider’s intellectual property rights.
12.3. Indemnification by Client
12.3.1. Obligation to Indemnify
The Client agrees to indemnify, defend and hold harmless the Provider, its affiliates, officers, directors, employees, agents and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses, including but not limited to attorney’s fees, arising out of or related to:
- Client’s use of the Software and/or of the Services in violation of the Agreement;
- any breach of any commitment, representation or warranty made by the Client under the Agreement;
- Client’s violation of any third-party right, including, without limitation, any copyright, property, or privacy right.
12.3.2. Procedure
The Provider will provide the Client with prompt written notice of any claim, action or demand for which indemnity is claimed. The Client shall have the right, but not the obligation, to control the defence and settlement of any such claim, provided that the Provider may participate in such defence using its own counsel and at its own expense.
12.3.3. Settlement
The Client shall not settle any indemnifiable claim without the Provider’s prior written consent, which shall not be unreasonably withheld.
12.3.4. Cooperation
The Provider agrees to cooperate fully with the Client in the defence of any claim that is the subject of the Client’s indemnification obligations hereunder.
12.4. Insurance
12.4.1. Requirement
Both parties shall, at their own expense, maintain in full force and effect, insurance policies with reputable insurers for an adequate amount to cover their respective obligations under the Agreement.
12.4.2. Minimum Coverage
The insurance policies shall provide, at a minimum, coverage for general liability, data breach and professional liability, with policy limits reasonably sufficient to cover potential claims and liabilities arising out of or related to the Agreement.
12.4.3. Proof of Insurance
Upon request, each party shall provide the other with certificates of insurance or evidence of coverage before commencing any activities under the Agreement.
12.4.4. Notification of Changes
Each party shall notify the other within a reasonable time of any changes to its insurance coverage that could materially affect the other party’s risk under the Agreement.
12.4.5. Subrogation Waiver
Both parties waive any rights of subrogation they may have against the other, to the extent permitted by their respective insurance policies.
12.5. Force Majeure
12.5.1. Definition
Neither party shall be liable for any failure or delay in performance under the Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods or accidents (“Force Majeure Events”).
12.5.2. Notification
The affected party shall promptly notify the other party in writing upon becoming aware of a Force Majeure Event, detailing the nature and expected duration of the event, as well as any actions being taken to mitigate its impact.
12.5.3. Obligations
During the period of any delay or failure to perform resulting from a Force Majeure Event, all obligations under the Agreement shall be suspended, except for any payment obligations that accrued prior to the Force Majeure Event.
12.5.4. Mitigation
Both parties shall use reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance under the Agreement as soon as reasonably possible.
12.5.5. Termination
If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate the Agreement upon written notice, without any liability other than for Services already rendered, expenses already incurred, and fees already accrued.
13. Dispute Resolution – Governing Law – Jurisdiction
13.1. Dispute Resolution
13.1.1. Initial Resolution
In the event of any dispute, claim, question or disagreement arising from or relating to the Agreement, the parties shall use their best efforts to settle the dispute through consultation and negotiation in good faith and in a spirit of mutual cooperation.
13.1.2. Mediation
If the dispute cannot be resolved through direct amicable negotiation, the parties agree to attempt to resolve it by mediation administered by a mutually agreed-upon mediator, prior to initiating any formal legal process.
13.1.3. Legal Proceedings
Notwithstanding the above, either party may seek immediate judicial intervention if it believes that, without such intervention, the other party may cause irreparable harm to it or may dissipate or sequester assets that could otherwise be subject to an award.
13.1.4. Costs
Each party shall bear its own costs and expenses for the dispute resolution process, unless otherwise determined by the mediator.
13.1.5. Enforcement
Any mediated settlement shall be binding and may be entered as a judgment in any court of competent jurisdiction.
13.2. Governing Law and Jurisdiction
13.2.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, and, to the extent applicable, the federal laws of the United States.
13.2.2. Jurisdiction
Subject to Section 13.1, the parties irrevocably agree that the state and federal courts of the State of Delaware shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation.
13.2.3. Service of Process
Each party irrevocably consents to service of process in the manner provided for notices in these General Terms and Conditions. Nothing in these General Terms and Conditions shall affect the right to serve process in any other manner permitted by law.
13.2.4. Waiver of Jury Trial
To the fullest extent permitted by applicable law, each party knowingly, voluntarily and irrevocably waives any right to a trial by jury in any proceeding arising out of or relating to the Agreement.
14. Term and Termination
14.1. Objective
The objective of this Section is to outline the terms under which the Agreement may commence, continue, and be terminated by either party. This includes the initial term, any renewal terms, and the conditions under which either party may exit the Agreement.
14.1.1. Scope
This Section applies to all forms of termination, whether initiated by the Client or the Provider, and for any reason unless explicitly stated otherwise in the Agreement.
14.1.2. Compliance
Both parties agree to comply with all legal requirements pertaining to the termination of contractual agreements, including but not limited to any Data Protection Laws and financial regulations.
14.1.3. Good Faith
Both parties agree to act in good faith during the termination process, ensuring transparent communication and cooperation to fulfil all obligations outlined in the Agreement.
14.2. Initial Term
The Agreement shall commence on the Service Start Date and continue for the initial term as specified in the Contract/Subscription Agreement.
14.3. Renewal Term
Following the Initial Term, the Agreement shall automatically renew for successive periods (each a “Renewal Term”), the duration of which are specified in the Contract/Subscription Agreement, made available during the subscription sign-up process, or agreed between the parties in writing, unless either party provides written notice of termination in accordance with the Agreement.
Where applicable, the Provider shall comply with any mandatory federal or state laws governing automatic renewals or negative-option arrangements. To the extent any provision of the Agreement conflicts with such mandatory requirements, the applicable mandatory requirement shall prevail.
14.4. Termination by Client
The Client may terminate the Agreement for any reason by providing written notice to the Provider. The following conditions and procedures shall apply:
14.4.1. Notice Requirement: the Client must provide a written notice of termination to the Provider at least 30 days prior to the intended date of termination.
14.4.2. Personal Data Retrieval: upon receipt of the termination notice, the Provider will, at request of the Client, facilitate the retrieval of the Client’s Personal Data in accordance with the Data Processing Agreement.
14.4.3. Financial Settlement: any outstanding payments or fees owed to the Provider must be settled in full prior to the termination date.
14.4.4. No Refunds for Early Termination of Initial or Renewal Term: if the Client terminates the Agreement before the end of the then current Initial or Renewal term, the Client acknowledges that it will not be entitled to a refund for any fees or charges already paid for that period.
14.4.5. No Refunds: the Client acknowledges that, except as otherwise explicitly stated in the Agreement, all fees and payments are non-refundable.
14.4.6. Liability: the Client agrees that the Provider shall not be liable for any damages, losses or consequences resulting from the Client’s decision to terminate the Agreement, to the maximum extent allowed by applicable law.
14.5. Termination by Provider
The Provider may terminate the Agreement immediately by written notice of termination to the Client should any of the following circumstances occur:
14.5.1 Grounds for termination
- Breach of Agreement: the Client breaches any terms or conditions of the Agreement and fails to remedy such breach within 30 days of receiving written notice from the Provider.
- Non-Payment: the Client fails to make any required payments within a period of 30 days from the due date.
- Legal or Regulatory Reasons: the Provider is required to do so by law or if continuing the Services would put the Provider in breach of a legal or regulatory obligation.
- Operational Reasons: the Provider ceases business operations.
14.5.2. No Refunds for Early Termination: if the Provider terminates the Agreement before the end of a Renewal Term for any reason outlined in this Section or in the Contract/Subscription Agreement, including but not limited to breach of contract, non-payment, legal or regulatory reasons or operational reasons, the Client shall not be entitled to a refund for any fees or charges already paid for that period.
14.5.3. Personal Data Handling: upon termination, the Provider will, at the request of the Client, facilitate the retrieval of the Client’s Personal Data in accordance with the Data Processing Agreement.
14.5.4. Financial Settlement: any refunds or penalties will be handled as per subsection 14.7 hereinbelow.
14.5.5. Liability: the Provider shall not be liable for any damages, losses or consequences resulting from the Provider’s decision to terminate the Agreement to the maximum extent allowed by applicable law.
14.6. Termination by Either Party
Either party may terminate this Agreement immediately by written notice of termination to the other in the event any of the following occurs:
- the other party becomes the subject of voluntary or involuntary bankruptcy, receivership, or insolvency proceedings that are not dismissed within 60 days after the commencement thereof; or
- a Force Majeure Event has prevented performance by the other party for more than 30 consecutive days during any 12-month period.
14.7. Financial Settlement
Upon termination of the Agreement, the following financial settlement procedures shall apply:
14.7.1. Outstanding Payments: any outstanding payments or fees owed to the Provider by the Client must be settled in full prior to the termination date, except for payment of the final invoice as provided for hereunder.
14.7.2. Refunds: except as otherwise explicitly stated in the Agreement, all fees and charges are non-refundable.
14.7.3. Additional Costs: the Client will not be responsible for additional costs incurred by the Provider in facilitating the termination, including but not limited to data retrieval or transfer costs, unless such costs are due to extraordinary circumstances and are agreed upon in writing.
14.7.4. Final Invoice: the Provider will issue a final invoice within 90 days of the termination date, detailing any outstanding amounts or additional costs. Payment of the final invoice is due within 30 days of receipt.
14.7.5. Dispute: in the event of a dispute regarding the final financial settlement, both parties agree to enter into good faith negotiations to resolve the matter. If the dispute cannot be resolved, it will be subject to Section 13 of these General Terms and Conditions or to the Contract/Subscription Agreement.
14.8. Survival
Certain provisions of the Agreement shall survive termination, including but not limited to Sections on Intellectual Property, Personal Data Handling, Limitation of Liability and Confidentiality. These provisions will continue to be in effect as described in their respective Sections.
15. Miscellaneous
15.1. Entire Agreement
The Agreement constitutes the entire understanding between the Provider and the Client and supersedes all prior oral agreements between the parties.
15.2. Amendments
15.2.1. Notification: the Provider reserves the right to modify these General Terms and Conditions at any time. Clients will be notified in writing of any such changes at least 30 days before they take effect.
15.2.2. Acceptance: continued use of the Service after the effective date of any changes will constitute acceptance of the revised Terms and Conditions. If a Client does not agree to the changes, it will have the right to terminate the Agreement in accordance with the respective Section on Term and Termination and/or with the Contract/Subscription Agreement.
15.2.3. Exceptions: any changes that result in a material reduction of the Service’s core functionality will require explicit consent from the Client.
15.3. Waiver
Failure by either party to enforce any provision of the Agreement will not be deemed a waiver of future enforcement of that or any other provision.
15.4. Severability
If any provision of the Agreement is found to be unenforceable, the remainder of the Agreement will continue in full force and effect.
15.5. Notices
All notices under the Agreement may be delivered by email and shall be deemed to have been duly given upon sending. Each party has an obligation to notify the other party of any changes to its email address for the purpose of the Agreement.
If applicable law requires a different method for certain types of notice, such legal requirements shall supersede the terms of this clause.
Any notices required under this Agreement shall be sent to Provider at hello@lupapets.com. The Provider may update this email address by providing written notice to the Client.
15.6. Publicity Rights
The Client grants the Provider a non-exclusive, revocable right to use the Client’s name and logo in its public-facing communications, including but not limited to marketing materials, websites, and presentations.
The Client may withdraw this permission at any time by providing written notice to the Provider, after which the Provider will make reasonable efforts to cease further use of the Client’s name and logo within 30 days of receiving such notice.
15.7. Independent Parties
The Agreement shall not constitute or create any relationship of agency, partnership or joint venture between the Provider and the Client, and neither the Provider nor the Client shall have the power to incur any obligations on behalf of, or to pledge the credit of, the other party in any manner whatsoever.
16. SMS / Text Messaging Program
This section applies to the Customers who receive text messages sent through the Services and is additional to the rest of the Agreement.
16.1. Program
Veterinary clinics that use the Services (“Lupa Pet Care Messages”) send text messages to their Customers through the Provider, including appointment reminders and confirmations, vaccination and treatment due notices, updates about a pet’s care and replies to a Customer’s messages and, only for Customers who separately opt in to marketing, occasional clinic updates and offers.
16.2. Consent
Customers opt in by providing their mobile number to their clinic, for example when registering or booking online. Marketing text messages require separate consent. Consent to receive text messages is not a condition of any purchase or service.
16.3. Frequency and Cost
Message frequency varies. Message and data rates may apply.
16.4. Opting Out
Reply STOP to any message to opt out at any time. The Customer will receive one message confirming the opt-out and no further messages from that number. Reply START to opt back in.
16.5. Help
Reply HELP for help. Customers may also contact their clinic directly or email support@lupapets.com.
16.6. Carriers
Carriers are not liable for delayed or undelivered messages.
16.7. Privacy
Mobile numbers and text messaging consent are handled in accordance with the Provider’s Privacy Policy. We do not share, sell, or provide mobile phone numbers or messaging consent data to third parties or affiliates for marketing or promotional purposes.
Lupa Pets Inc.
DATE: September 2026