Terms of Service

Important Notice

These Terms of Service (“Terms” or “Agreement”) constitute a legally binding agreement between you and RL4, LLC d/b/a Vetriq (“VETRIQ,” “we,” “us,” or “our”). By accessing or using our website, applications, or services (collectively, the “Services”), you agree to be bound by these Terms.

THESE TERMS CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. PLEASE REVIEW SECTION 16 CAREFULLY.

If you do not agree to these Terms, do not use our Services.

1. Definitions

As used in this Agreement:

“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.

“Authorized User” means an individual authorized by Customer to access and use the Services under Customer’s account.

“Customer” or “you” means the entity or individual that registers for and uses the Services.

“Customer Data” means any data, information, or content that Customer or its Authorized Users upload, submit, or transmit through the Services, including but not limited to healthcare revenue data, medical service cost information, patient billing records, related Protected Health Information (“PHI”), financial transaction data, ACH routing and account information, lockbox data, deposit reconciliation data, and EOB payment information, in each case provided for purposes of the Services. Customer Data does not include Resultant Data.

“Documentation” means user guides, help files, and other documentation we provide regarding the Services.

“Fees” means the amounts payable by Customer for use of the Services as set forth in the applicable Order Form or pricing schedule.

“Harmful Code” means any software, hardware, or other technology, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, or otherwise harm any computer, software, system, or network. Harmful Code does not include any mechanism used by VETRIQ to disable access to the Services as permitted herein.

“Healthcare Laws” means any and all laws pertaining to health regulatory matters applicable to Customer’s operations, including without limitation those related to healthcare delivery, fraud and abuse (including the Federal Anti-Kickback Statute, the Stark Laws, the False Claims Act), HIPAA, the Patient Protection and Affordable Care Act, and applicable state healthcare privacy and security laws.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the HITECH Act, including the Privacy, Security, and Electronic Transactions Standards promulgated thereunder.

“Intellectual Property Rights” means any and all registered and unregistered rights under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws.

“Order Form” means an ordering document specifying the Services to be provided, pricing, and other terms.

“Personal Information,” “Sensitive Personal Information,” “Processing,” “Targeted Advertising” (a/k/a cross-context behavioral advertising), and “Cookies” have the meanings given under applicable law and as commonly understood in the industry.

“Protected Health Information” or “PHI” has the meaning set forth in 45 C.F.R. § 160.103.

“Resultant Data” means data and information related to Customer’s use of the Services that is used by VETRIQ in an aggregate and de-identified manner, including to compile statistical and performance information and to improve VETRIQ’s machine learning models.

“Services” means VETRIQ’s software-as-a-service platform and related services as described in the applicable Order Form.

“Term” means the period during which Customer has access to the Services, as specified in the Order Form.

2. Account Registration and Eligibility

2.1 Eligibility

To use our Services, you must be at least 18 years of age or the age of legal majority in your jurisdiction. If you are registering on behalf of an entity, you must have the authority to bind your organization to these Terms. You must provide accurate and complete registration information, and you must not be prohibited from receiving the Services under applicable law.

2.2 Account Registration

To access the Services, you must create an account by providing required information. You agree to provide accurate, current, and complete information during registration and to maintain and promptly update your account information. You are responsible for maintaining the security and confidentiality of your Access Credentials and accept responsibility for all activities that occur under your account. You must notify us immediately of any unauthorized access or use of your account.

2.3 Authorized Users

You are responsible for ensuring that all Authorized Users comply with these Terms. You must ensure each Authorized User agrees to these Terms before accessing the Services and maintain accurate records of Authorized Users. You must promptly remove access for users who are no longer authorized and must not exceed the number of Authorized Users specified in your Order Form.

3. Description of Services

3.1 Services

The Services consist of VETRIQ’s healthcare lockbox automation and revenue cycle management platform, including automated EOB-to-835 conversion, deposit reconciliation, correspondence routing, and related analytics capabilities, as more fully described in the applicable Order Form. Please refer to Vetriq’s Privacy Policy for additional information regarding our data practices. For a detailed accounting of how we use and disclose PHI, see our Notice of Privacy Practices.

3.2 Modifications to Services

We may modify, update, or enhance the Services from time to time. We will use commercially reasonable efforts to provide at least fifteen (15) days’ advance notice of material changes to the core functionality of the Services.

3.3 Role

For the Services described in this Agreement, VETRIQ acts as an independent “business” or “controller” under applicable U.S. privacy laws. Where VETRIQ processes Personal Information on behalf of a client under a separate agreement, that processing will be governed by the applicable agreement and not these Terms.

3.4 Service Availability

We will use commercially reasonable efforts to maintain Service availability. However, the Services may be temporarily unavailable due to scheduled maintenance, for which we will provide reasonable advance notice, unscheduled emergency maintenance, or factors outside our reasonable control.

3.5 Support

We will provide support services as described in your Order Form or our standard support documentation then in effect. We may update our support plans from time to time; provided that such updates shall not materially diminish the level of support during the then-current Term.

4. License and Access

4.1 License Grant

Subject to these Terms and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Term solely for your internal business purposes. We shall provide Access Credentials within a reasonable time following your account activation.

4.2 Restrictions

You shall not, and shall not permit any Authorized User or third party to: (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive the source code or underlying algorithms of the Services; (c) rent, lease, lend, sell, sublicense, assign, distribute, or otherwise transfer rights in the Services; (d) remove or alter any proprietary notices; (e) use the Services for any benchmarking or competitive purposes; (f) use the Services in violation of applicable law; (g) interfere with or disrupt the integrity or performance of the Services; (h) attempt to gain unauthorized access to the Services or related systems; (i) use the Services to transmit malicious code or harmful content; (j) send spam or unsolicited communications through the Services; or (k) exceed any usage limits specified in your Order Form.

4.3 Third-Party Components

The Services may include third-party software components subject to separate license terms. We will identify such components and their applicable terms upon request.

5. Customer Data and Responsibilities

5.1 Ownership of Customer Data

As between the parties, you retain all right, title, and interest in and to Customer Data. You grant us a limited license to use Customer Data solely to provide the Services and as otherwise permitted by these Terms.

5.2 Customer Responsibilities

You are solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) the means by which you acquired Customer Data; (c) obtaining all necessary consents for use of Customer Data; (d) configuring the Services appropriately for your needs; and (e) compliance with applicable laws regarding Customer Data.

5.3 Prohibited Content

You shall not upload, submit, or transmit through the Services any content that: (a) violates any applicable law or regulation; (b) infringes Intellectual Property Rights or privacy rights of any third party; (c) contains Harmful Code; (d) is fraudulent, deceptive, or misleading; or (e) is defamatory, obscene, or otherwise objectionable.

5.4 Data Backup

While we maintain backups of data used to perform the Services, you are responsible for maintaining your own backups. Our liability for any loss of Customer Data shall be limited as set forth in Section 13.

5.5 Resultant Data

We may compile and use Resultant Data for purposes of improving the Services, generating benchmarking reports, and developing analytics, including improvements to our machine learning models; provided that such Resultant Data shall be aggregated and de-identified in accordance with the HIPAA Safe Harbor method (45 C.F.R. § 164.514(b)) or Expert Determination method (45 C.F.R. § 164.514(a)) such that it does not identify Customer or any individual. Machine learning models, algorithms, and parameters developed or improved using Resultant Data are VETRIQ materials and not Customer Data or derivatives thereof. Following termination or expiration of this Agreement, our license to retain and use Resultant Data shall survive and shall remain subject to the de-identification requirements of this Section and VETRIQ’s then-current Data Retention Policy and Data Retention Schedule.

6. Fees and Payment

6.1 Fees

You agree to pay all Fees specified in your Order Form. Unless otherwise stated, Fees are: (a) quoted and payable in U.S. dollars; (b) non-refundable except as expressly stated herein; and (c) exclusive of taxes.

6.2 Payment Terms

Fees are due as specified in your Order Form, typically monthly. Payment is due within thirty (30) days of invoice date unless otherwise specified. We may charge interest on late payments at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. You shall reimburse us for all reasonable costs of collection, including attorneys’ fees.

6.3 Fee Changes

We may change Fees upon at least sixty (60) days’ prior written notice. Fee changes will take effect at the start of your next renewal Term.

6.4 Suspension for Non-Payment

If Fees are more than thirty (30) days overdue, we may suspend your access to the Services upon ten (10) days’ written notice, without liability to you.

6.5 Taxes

You are responsible for all sales, use, VAT, GST, and other taxes, excluding taxes based on our income. If we are required to collect or pay taxes on your behalf, such taxes will be invoiced to you.

7. Intellectual Property Rights

7.1 VETRIQ Ownership

We and our licensors own all right, title, and interest in and to: (a) the Services, including all software, algorithms, interfaces, and technology; (b) all modifications, improvements, and derivative works of the Services; (c) all VETRIQ trademarks, logos, and brand elements; (d) all Documentation and training materials; and (e) aggregated and de-identified data derived from use of the Services, including any improvements to our machine learning models resulting from such data. No rights are granted to you except as expressly set forth in these Terms.

7.2 Feedback

If you provide suggestions, ideas, or feedback regarding the Services (“Feedback”), you grant us a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose without obligation to you. You are under no obligation to provide Feedback.

7.3 Reservation of Rights

Except for the limited license granted herein, we reserve all rights in and to the Services. No rights are granted by implication, estoppel, or otherwise.

8. Confidentiality

8.1 Definition

“Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. For VETRIQ, Confidential Information includes the Services, software, pricing, and business strategies. For Customer, Confidential Information includes Customer Data and business information.

8.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

8.3 Obligations

Each party agrees to: (a) protect Confidential Information using at least the same care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information only for purposes of this Agreement; (c) not disclose Confidential Information to third parties except as permitted herein; and (d) limit access to Confidential Information to personnel with a need to know.

8.4 Permitted Disclosures

A party may disclose Confidential Information to its employees, contractors, and advisors who are bound by confidentiality obligations at least as protective as those herein. A party may also disclose Confidential Information as required by law, provided the disclosing party gives prompt notice where legally permitted to allow the other party to seek protective measures.

8.5 Duration

Confidentiality obligations survive termination for three (3) years, except that: (a) obligations with respect to trade secrets shall survive indefinitely; and (b) obligations with respect to Protected Health Information and any data classified as Restricted under VETRIQ’s data classification policies shall survive for so long as such information remains protected under applicable law, including HIPAA.

9. Data Privacy and Security

9.1 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, which is posted on vetriq.com.

9.2 Data Processing

We will process Customer Data only as necessary to provide the Services, as instructed by you, as required by applicable law, or as otherwise permitted by these Terms or with your consent. At your direction, we will transmit financial data outputs to financial institutions.

We do not process payments or handle funds on your behalf, and we are not responsible for the actions of any financial institution to which data is transmitted at your request.

9.3 Security Measures

We maintain appropriate administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, consistent with: (a) industry standards; (b) applicable Healthcare Laws, including HIPAA; (c) applicable financial data protection laws, including the Gramm-Leach-Bliley Act and PCI DSS, to the extent applicable to the Customer Data processed; and (d) VETRIQ’s Information Security Policy then in effect. Please refer to our Notice of Privacy Practices and Privacy Policy for additional detail regarding said safeguards.

9.4 Data Encryption

All Customer Data shall be encrypted at rest using AES-256 (or equivalent approved algorithm) and in transit using TLS 1.2 or higher, consistent with VETRIQ’s Data Encryption Policy.

9.5 Data Breach Procedures

We maintain a data breach response plan and shall notify you of any suspected breach of security involving Customer Data within forty-eight (48) hours of initial detection. We shall provide a detailed notification without unreasonable delay (and in no event more than seventy-two (72) hours) after confirmation of a breach of security involving Customer Data. Such detailed notification shall include, to the extent known: (a) the nature of the breach; (b) the categories of data affected; (c) the measures taken to address the breach; and (d) the measures recommended for you to mitigate potential harm. If you become aware of or suspect a security incident involving the Services or Customer Data, you should report it to infosec@vetriq.com. For privacy-related concerns, contact privacy@vetriq.com.

9.6 Data Location

Customer Data is stored in the United States. By using the Services, you consent to such storage.

9.7 Subprocessors

We may engage third-party subprocessors to assist in providing the Services. We maintain a list of subprocessors available upon request and will notify you of material changes. You may object to a new subprocessor on reasonable data security grounds within fifteen (15) days of notification. If the parties are unable to resolve your objection, you may terminate the affected Services upon written notice. We shall ensure that subprocessors handling financial institution credentials, banking API integrations, or transaction data are subject to security obligations consistent with applicable financial data protection requirements.

9.8 Data Return and Deletion

Upon termination or expiration of this Agreement, we will make Customer Data available for export for thirty (30) days. After this period, we will delete Customer Data except as required for legal compliance or per our standard backup retention schedule, which may result in retention of encrypted backup copies for approximately twelve (12) months following deletion, consistent with our Backup and Restore Policy then in effect. We shall continue to protect any such retained data in accordance with this Agreement. Upon your written request following expiration of the backup retention period, we shall provide written certification confirming that all Customer Data, including backup copies, has been securely destroyed in accordance with industry-standard destruction methods.

10. HIPAA Compliance

10.1 Applicability

If you are a “Covered Entity,” “Business Associate,” or Business Associate Subcontractor as defined by HIPAA and use the Services to process PHI, the Business Associate Agreement (“BAA”) or Business Associate Subcontractor Agreement (“BASA”) shall apply to your use of the Services. In the event of any conflict between the BAA or BASA and this Agreement with respect to the handling of PHI, the BAA or BASA shall control.

10.2 Customer Obligations

You are responsible for: (a) determining whether HIPAA applies to your use of the Services; (b) configuring the Services to meet your HIPAA compliance requirements; (c) ensuring appropriate authorizations for disclosure of PHI; and (d) compliance with all applicable HIPAA requirements.

10.3 VETRIQ Obligations

When handling PHI on your behalf, we will: (a) comply with the terms of the BAA or BASA; (b) implement appropriate safeguards; (c) report security incidents as required; and (d) assist with your HIPAA compliance obligations as specified in the BAA.

10.4 Financial Data Compliance

To the extent the Services involve the processing of financial data, including lockbox data, ACH transactions, deposit reconciliation, EOB payment information, or data transmitted through banking API integrations, we will: (a) maintain safeguards consistent with the Gramm-Leach-Bliley Act and its implementing Safeguards Rule (16 C.F.R. Part 314), to the extent applicable; (b) comply with PCI DSS requirements to the extent Customer Data includes payment card data; (c) protect banking API credentials, financial institution access credentials, and transaction data with the same level of security applied to PHI under the BAA; and (d) notify you of any suspected breach of security involving financial data in accordance with the notification procedures set forth in Section 9.5.

11. Representations and Warranties

11.1 Mutual Representations

Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) its performance will not violate any other agreement to which it is a party.

11.2 VETRIQ Warranties

We warrant that: (a) the Services will perform substantially in accordance with the Documentation; (b) we will provide the Services in a professional and workmanlike manner; (c) we have implemented reasonable security measures to protect Customer Data, consistent with applicable healthcare and financial data protection requirements; and (d) to our knowledge as of the date you accept these Terms, the Services do not infringe any third-party Intellectual Property Rights.

11.3 Customer Warranties

You warrant that: (a) you have all necessary rights to Customer Data and Customer Data does not violate any applicable law; (b) your use of the Services will comply with all applicable laws, including Healthcare Laws; and (c) you have obtained all necessary consents for processing of personal data.

11.4 Remedy for Breach

If the Services fail to conform to the warranty in Section 11.2, your exclusive remedy is for us to use commercially reasonable efforts to correct the non-conformance. If we are unable to do so within sixty (60) days, you may terminate the affected Services and receive a pro-rata refund of prepaid Fees.

12. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF NON-INFRINGEMENT, WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, AND WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF ANY RESULTS.

WE MAKE NO WARRANTIES REGARDING THIRD-PARTY PRODUCTS, SERVICES, OR INTEGRATIONS. YOUR USE OF SUCH THIRD-PARTY OFFERINGS IS AT YOUR OWN RISK.

THE SERVICES ARE TOOLS TO ASSIST WITH YOUR OPERATIONS. WE DO NOT WARRANT THAT USE OF THE SERVICES WILL ENSURE COMPLIANCE WITH ANY LAWS, REGULATIONS, OR STANDARDS. YOU ARE SOLELY RESPONSIBLE FOR YOUR REGULATORY COMPLIANCE. NOTHING IN THIS SECTION 12 LIMITS OUR OBLIGATIONS UNDER SECTION 10 (HIPAA COMPLIANCE) OR ANY APPLICABLE BUSINESS ASSOCIATE AGREEMENT.

13. Limitation of Liability

13.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR BUSINESS, LOSS OF DATA OR DATA USE, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR LOSS OF GOODWILL OR REPUTATION, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

EXCEPT FOR EXCLUDED CLAIMS AS DEFINED BELOW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR ONE HUNDRED DOLLARS ($100).

13.3 Excluded Claims

The limitations in Sections 13.1 and 13.2 do not apply to: (a) either party’s indemnification obligations under Section 14; (b) your payment obligations under Section 6; (c) your breach of Section 4.2 (Restrictions); (d) either party’s breach of Section 8 (Confidentiality); (e) VETRIQ’s breach of its data security obligations under Section 9 or its HIPAA obligations under Section 10; (f) either party’s gross negligence or willful misconduct; or (g) liability that cannot be limited by applicable law. Notwithstanding the foregoing, each party’s total cumulative liability for Excluded Claims shall not exceed three (3) times the Fees paid or payable by Customer in the twelve (12) months preceding the claim, except with respect to liability arising from gross negligence, willful misconduct, or liability that cannot be limited by applicable law.

13.4 Essential Purpose

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Indemnification

14.1 Indemnification by VETRIQ

We will defend, indemnify, and hold you harmless from any third-party claim that the Services infringe any U.S. patent, copyright, or trademark, and will pay any resulting damages or settlement amounts; provided that you: (a) promptly notify us of the claim; (b) give us sole control of the defense and settlement; and (c) provide reasonable assistance at our expense.

If the Services are held to infringe, we may at our option: (a) obtain the right for you to continue using the Services; (b) modify the Services to be non-infringing; or (c) terminate the affected Services and refund prepaid Fees.

We have no obligation for claims arising from: (a) your modifications to the Services; (b) combination with non-VETRIQ products; (c) use in violation of these Terms; or (d) use of a non-current version when a current version would avoid infringement.

14.2 Indemnification by Customer

You will defend, indemnify, and hold us harmless from any third-party claim arising from: (a) Customer Data or your use of the Services; (b) your breach of these Terms; (c) your violation of applicable law; or (d) your negligence or willful misconduct. Your indemnification obligations under this Section 14.2 shall not apply to the extent a claim arises from our breach of this Agreement or our negligence.

14.3 Exclusive Remedy

This Section 14 states each party’s exclusive remedy for third-party infringement claims.

15. Term and Termination

15.1 Term

This Agreement begins on the date you accept these Terms and continues for the initial Term specified in your Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current Term, the Agreement will automatically renew for successive periods equal to the initial Term.

15.2 Termination for Cause

Either party may terminate this Agreement: (a) upon thirty (30) days’ written notice if the other party materially breaches and fails to cure within such notice period; or (b) immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or ceases operations.

15.3 Termination for Convenience

You may terminate this Agreement for convenience upon thirty (30) days’ written notice. No refund of any previously paid Fees, including any implementation, onboarding, or service fees, will be provided for termination for convenience.

15.4 Termination for Non-Payment

We may terminate this Agreement if you fail to pay any amount when due and such failure continues for more than thirty (30) days after our delivery of written notice thereof.

15.5 Effect of Termination

Upon termination or expiration: (a) your license to use the Services immediately terminates and you must cease all use of the Services; (b) you shall pay all outstanding Fees; (c) we will provide data export capabilities as described in Section 9.8; and (d) each party will return or destroy Confidential Information upon request.

15.6 Survival

Sections 1, 4.2, 5.1, 5.5, 6 (for amounts owed), 7, 8, 9, 10, 12, 13, 14, 15.5, 15.6, 16, and 17 survive termination or expiration.

16. Dispute Resolution and Arbitration

16.1 Informal Resolution

Before initiating formal proceedings, the parties will attempt to resolve disputes informally. You must contact us at legal@vetriq.com with a written description of the dispute. We will attempt to resolve the dispute within sixty (60) days.

16.2 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

If informal resolution fails, any dispute arising from or relating to this Agreement will be resolved by binding arbitration, except that either party may seek injunctive relief in court for intellectual property violations.

Arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures. Arbitration will take place in Delaware, or another mutually agreed location. One neutral arbitrator will be selected in accordance with JAMS rules. The arbitrator’s decision will be final and binding, and judgment may be entered in any court of competent jurisdiction. Each party will bear its own costs, and arbitration fees will be shared equally unless the arbitrator determines otherwise.

16.3 Class Action Waiver

YOU AND VETRIQ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any class, representative, or collective proceeding.

16.4 Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@vetriq.com within thirty (30) days of first accepting these Terms. The notice must include your name, address, and a clear statement that you wish to opt out.

16.5 Exceptions

Notwithstanding the above, either party may bring claims in small claims court if eligible, and either party may seek injunctive relief for intellectual property violations. This arbitration agreement does not preclude you from bringing issues to federal, state, or local agencies.

17. General Provisions

17.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles.

17.2 Entire Agreement

This Agreement, including all Order Forms, addenda, and policies incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter. For the avoidance of doubt, to the extent Customer has executed a Master Services Agreement with VETRIQ, such Master Services Agreement shall control over these Terms, and the unilateral amendment provisions of these Terms shall not apply.

17.3 Amendments

We may modify these Terms by posting updated Terms on our website. Material changes will be communicated via email or in-app notification at least thirty (30) days in advance. Your continued use after the effective date constitutes acceptance.

17.4 Waiver

No waiver of any provision will be effective unless in writing. Failure to enforce any provision does not waive the right to enforce it later.

17.5 Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary, and all other provisions will remain in effect.

17.6 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of our assets. Any purported assignment in violation of this Section is void.

17.7 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights, except as expressly provided.

17.8 Force Majeure

Neither party will be liable for delays or failures in performance due to causes beyond its reasonable control (a “Force Majeure Event”), including natural disasters, war, terrorism, pandemic, labor disputes, or government actions. The affected party shall give prompt written notice and use commercially reasonable efforts to mitigate the impact.

17.9 Notices

Notices must be in writing. Notices to VETRIQ should be sent to legal@vetriq.com or to RL4, LLC d/b/a Vetriq, 1623 W. Fulton Street, Chicago, IL 60612. Notices to Customer will be sent to the email address associated with your account.

17.10 Relationship of Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

17.11 Export Compliance

You agree to comply with all applicable export control laws and regulations.

17.12 Government Users

If you are a U.S. government entity, the Services are provided as “commercial computer software” under FAR 12.212 and DFARS 227.7202.

17.13 Electronic Consent

By using the Services, you consent to receive communications from us electronically. You agree that electronic communications satisfy any legal requirement for written communications.

17.14 Equitable Relief

Each party acknowledges that a breach of Sections 4.2, 8, or 7 would cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching party shall be entitled to equitable relief without posting a bond or proving actual damages.

17.15 Attorneys’ Fees

In any action arising out of this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

18. Contact Information

For questions about these Terms, please contact us: