Armidus Terms of Service

Effective date: July 22, 2026

These Terms of Service (the “Terms”) form a binding agreement between Armidus, Inc., a Delaware corporation (“Armidus,” “we,” “us,” or “our”), and the person or entity that accesses or uses the Service.

If you accept these Terms for a veterinary clinic, hospital, practice group, or other organization, “Customer” means that organization and you represent that you have authority to bind it. If you do not have that authority, do not accept these Terms or create a subscription. A person using an owner-facing account accepts these Terms in their individual capacity as an “Owner User.” Customer administrators, veterinary professionals, practice staff, Owner Users, and other permitted users are collectively “Authorized Users.”

By clicking to accept these Terms, creating a subscription, accessing an account, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Definitions

“Account” means a Customer or Owner User account used to access the Service.

“AI Features” means Service features that use machine learning or other artificial-intelligence systems to organize, extract, draft, summarize, or otherwise process information.

“Billing Period” means the monthly or annual subscription period selected at Checkout or stated in an Order Form.

“Checkout” means the Stripe-hosted purchasing flow through which Customer selects and confirms a Subscription.

“Clinic Data” means information submitted to or collected through the Service by or for Customer, including clinic information, patient records, owner contact information, clinic-authored guidance, care content, schedules, task information, owner submissions, and related activity records. Clinic Data does not include Service Data.

“Data Processing Addendum” or “DPA” means the Armidus Data Processing Addendum available at https://armidus.com/dpa, which is incorporated into these Terms as described in Section 12.5.

“Documentation” means the user documentation and operating instructions that Armidus makes available for the Service.

“Free Trial” means the one-time, 14-day evaluation period described in Section 6.

“Order Form” means a mutually executed ordering document that identifies the Service, Subscription, fees, or additional commercial terms. Checkout is the Order Form for a self-service Subscription.

“Owner User” means a pet owner or other person whom a Customer invites or authorizes to access owner-facing portions of the Service.

“Service” means Armidus’s hosted veterinary post-visit care and operations platform, including its clinic applications, owner applications, APIs, AI Features, related Documentation, and the armidus.com website. The Service does not include third-party products governed by separate terms.

“Service Data” means technical, operational, telemetry, security, and usage information generated by operation of the Service that does not identify an individual or disclose Customer’s confidential Clinic Data.

“Subscription” means Customer’s paid or trial right to access the Service for a Billing Period.

“Veterinarian Seat” means an Account assigned a clinical veterinarian role in Customer’s clinic organization. The role definitions and resulting seat count shown in the Service are authoritative for self-service billing.

2. Eligibility and Business Use

The paid clinic Service is offered for business and professional use by veterinary clinics and related organizations, not for personal household use. An individual accepting a Subscription must be at least 18 years old and have legal capacity to contract.

Customer is responsible for determining whether the Service is appropriate for its practice, workflows, professional obligations, and applicable laws. Owner Users must be at least 18 years old unless Armidus expressly provides a lawful minor-access process.

3. The Service

3.1 Public Site access

Armidus grants you a limited, revocable, non-exclusive right to access and use the public Site for lawful informational, evaluation, and purchasing purposes.

3.2 Subscription right

Subject to these Terms, the applicable Order Form, and payment of all fees, Armidus grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription to permit its Authorized Users to access and use the Service for Customer’s internal veterinary-practice operations.

Owner Users receive a limited, personal, non-transferable right to use the owner-facing Service solely to access and interact with information made available in connection with their animals and participating clinics.

3.3 Service boundaries

The Service supports post-visit guidance, owner actions, communications, follow-through visibility, and related records. It does not replace Customer’s practice information management system unless Armidus expressly agrees otherwise in an Order Form.

Armidus may improve and update the Service over time. We will not materially reduce the core functionality of a paid Subscription during its current Billing Period except where reasonably necessary for security, legal compliance, third-party provider changes, or prevention of material harm.

3.4 Beta and preview features

Armidus may identify a feature as beta, preview, pilot, evaluation, or early access (“Beta Feature”). Beta Features may be incomplete, changed, or withdrawn at any time and may be subject to additional terms. Unless an Order Form states otherwise, Beta Features are provided without a service-level commitment and should not be used for critical or emergency workflows.

4. Accounts and Authorized Users

4.1 Customer administration

Customer controls its clinic organization and is responsible for:

• designating and removing Authorized Users;
• assigning accurate administrative, veterinarian, and non-veterinarian roles;
• maintaining current billing and clinic information;
• protecting Account credentials and authentication methods;
• promptly removing access when a person no longer requires it; and
• all activity performed through its Accounts, except to the extent caused by Armidus’s breach of these Terms.

Customer must notify Armidus promptly through the Contact Form described in Section 26 if it suspects unauthorized Account access or a security incident affecting the Service.

4.2 Owner Accounts and linking

Customer may provide owner contact information and invite an Owner User to access patient-related information. Armidus may require verified identity, verified email ownership, a valid claim link, or another approved verification method before linking an Owner User to a patient record.

An Owner User’s identity may be recognized across Armidus environments, but owner profiles, patient links, and application records remain regional. An Owner User receives access only to records linked to that Owner User in the relevant regional environment.

4.3 Clinic-specific patient records

Each patient record belongs to the Customer clinic that created or controls that record. Armidus does not automatically merge patient records across clinics, even if two records may concern the same biological animal. An Owner User may be permitted to view records from more than one clinic, but each clinic’s record remains separate.

5. Subscriptions and Automatic Renewal

5.1 Subscription selection

Customer selects a monthly or annual Subscription through Checkout or an Order Form. Before Customer confirms a self-service Subscription, Checkout displays the applicable currency, price, Billing Period, Veterinarian Seat quantity, estimated tax, Free Trial terms if applicable, renewal terms, and payment method.

If there is a conflict between pricing displayed on a general marketing page and the price Customer expressly accepts at Checkout or in a signed Order Form, the accepted Checkout or Order Form controls.

5.2 Automatic renewal

SUBSCRIPTIONS RENEW AUTOMATICALLY UNLESS CUSTOMER CANCELS BEFORE THE RENEWAL DATE. A monthly Subscription renews for successive one-month periods. An annual Subscription renews for successive 12-month periods. At renewal, Armidus or its payment processor will charge the then-applicable Subscription fees and taxes to Customer’s payment method.

Customer authorizes Armidus and Stripe to store the payment method through Stripe and charge it for recurring Subscription fees, prorated seat additions, taxes, and other amounts Customer authorizes under these Terms.

Armidus will provide renewal notices where required by law and intends to send advance reminders for annual renewals. Failure to receive a courtesy reminder does not prevent renewal unless applicable law requires otherwise.

5.3 Cancellation

Customer may cancel renewal through the billing portal or another cancellation method Armidus makes available. Cancellation takes effect at the end of the current paid Billing Period. Customer retains access through that date unless the Subscription is separately suspended or terminated for cause.

Cancellation of an annual Subscription stops the next annual renewal; it does not shorten the current 12-month commitment or create a mid-term refund or credit.

6. Free Trial

6.1 Trial eligibility

An eligible Customer may receive one Free Trial per clinic. The Free Trial lasts 14 days and begins when the Subscription is created, not when the clinic first uses a paid feature. A payment method is required at the start of the Free Trial.

A clinic that previously received a Free Trial is not eligible for another Free Trial, including by cancelling, re-subscribing, creating another Account, or using another purchasing path. Armidus may deny or terminate duplicate or abusive trials.

6.2 Conversion to paid Subscription

UNLESS CUSTOMER CANCELS BEFORE THE FREE TRIAL ENDS, THE FREE TRIAL AUTOMATICALLY CONVERTS TO THE MONTHLY OR ANNUAL PAID SUBSCRIPTION SELECTED AT CHECKOUT, AND THE PAYMENT METHOD WILL BE CHARGED.

Checkout and the billing interface display the scheduled first-charge date. If Customer cancels before that time, the Subscription will not convert to paid. If no valid payment method is available when the Free Trial ends, Armidus may cancel or restrict the Subscription.

6.3 Trial extensions

Armidus may extend a Free Trial in writing at its discretion. An extension continues the original trial and does not create a new trial entitlement.

7. Veterinarian Seats

7.1 Billable and included users

Subscription fees are based on Veterinarian Seats. Clinical veterinarian roles are billable. Non-veterinarian practice staff are included without a separate seat fee under the standard plan, subject to these Terms. Customer must maintain at least one Veterinarian Seat while its Subscription is active.

Customer must assign roles accurately and must not classify a veterinarian as a non-veterinarian to avoid fees. Armidus may correct an inaccurate role or seat count after notice and may invoice resulting undercharges.

7.2 Adding Veterinarian Seats

Customer may add Veterinarian Seats during a Billing Period. Added seats are prorated for the remainder of the current Billing Period, co-terminate on the existing renewal date, and may be invoiced immediately.

7.3 Removing and reassigning Veterinarian Seats

A Veterinarian Seat reduction takes effect at the end of the current paid Billing Period. Seat reductions do not create a mid-term credit or refund.

Until the reduction becomes effective, Customer may reassign a committed seat from a departing veterinarian to another veterinarian without an additional seat fee, provided the total committed seat count does not increase.

For annual Subscriptions, Veterinarian Seats are committed for the entire 12-month term. Added seats are prorated and charged during the term; reductions take effect at renewal.

7.4 Zero-veterinarian pause

If Customer removes all veterinarians, Armidus may pause the Subscription and restrict write access. A pause stops the next scheduled billing event but does not refund prepaid fees, stop or extend an annual commitment, or change the existing renewal date.

When Customer returns to at least one Veterinarian Seat, the Subscription may resume automatically. The added seat will be prorated and invoiced under Section 7.2.

8. Billing-Period and Currency Changes

8.1 Monthly to annual

Customer may change from monthly to annual billing during a paid Billing Period. The change takes effect immediately, the new 12-month period begins on the change date, and the applicable amount is invoiced immediately. During a Free Trial, the remaining trial days continue and the first annual charge occurs when the trial ends.

8.2 Annual to monthly

Customer may schedule a change from annual to monthly billing only at the next annual renewal. The change does not shorten the current annual commitment or create a refund or credit.

8.3 Currency

Available currencies depend on Customer’s billing country. Local-currency prices are fixed prices, not automatic foreign-exchange conversions. Customer may select U.S. dollars where offered. The Subscription currency is locked for the current term and may be changed only at renewal where Armidus supports the requested currency.

9. Fees, Taxes, Payment, and Refunds

9.1 Fees and taxes

Customer will pay the fees shown at Checkout or in the applicable Order Form. Fees are exclusive of taxes unless expressly stated otherwise. Customer is responsible for applicable sales, use, value-added, goods and services, withholding, and similar taxes, excluding taxes based on Armidus’s net income. Armidus or Stripe may calculate and collect applicable taxes.

Customer must provide accurate billing, tax, and payment information and keep that information current.

9.2 Non-refundable charges

Except where required by law or expressly agreed by Armidus in writing, fees and charges are non-cancellable and non-refundable once charged. This includes annual commitments, used or unused Subscription time, mid-term Veterinarian Seat reductions, pauses, and Customer’s failure to use the Service.

Nothing in these Terms limits a right to a refund or remedy that cannot lawfully be excluded.

9.3 Failed payments

If payment fails, Stripe may retry the payment and Armidus may notify Customer. Armidus currently permits a 30-day payment-recovery period while retries occur, during which Customer may retain Service access with payment warnings. If the payment remains unresolved, Armidus may mark the Subscription lapsed, suspend write access, cancel the Subscription, and pursue unpaid amounts.

Armidus may change the recovery period prospectively where reasonably necessary, but will not shorten an active Customer’s then-current recovery period after a payment failure has begun.

9.4 Billing disputes and chargebacks

Customer must review invoices and notify Armidus of a good-faith billing dispute through the Contact Form within 30 days after the disputed charge. The notice must identify the invoice, disputed amount, and basis of the dispute. The parties will work in good faith to resolve the issue.

Submitting a billing inquiry does not suspend undisputed payment obligations. Customer should not initiate a chargeback for a charge it knowingly authorized without first giving Armidus a reasonable opportunity to investigate, unless doing so would impair a non-waivable legal or payment-network right. Armidus may suspend a Subscription associated with an abusive or fraudulent chargeback.

Any approved billing adjustment will be documented against the relevant invoice and processed as a credit, account balance, or refund to the original payment method, as appropriate.

9.5 Price changes

Armidus may change Subscription prices prospectively. A price change will not alter Customer’s price during its current paid Billing Period. Armidus will give advance notice, and the new price will take effect at the next renewal. Customer may cancel renewal before the new price takes effect.

10. Customer’s Veterinary and Clinical Responsibilities

Customer, not Armidus, is the provider of veterinary services and remains solely responsible for:

• all diagnoses, prescriptions, treatment plans, clinical decisions, and veterinary services;
• the accuracy, completeness, appropriateness, and timeliness of guidance and information provided to owners;
• reviewing and approving content before it is sent or made available;
• monitoring information returned by owners and deciding whether, when, and how to respond;
• establishing emergency, escalation, and after-hours procedures;
• maintaining legally and professionally required medical records outside or within the Service as appropriate;
• obtaining required professional licenses, permissions, notices, and consents; and
• compliance with veterinary, professional, recordkeeping, advertising, privacy, and consumer-protection requirements applicable to Customer.

Armidus does not practice veterinary medicine and does not diagnose, prescribe, determine treatment, or replace professional judgment. The Service is not an emergency service or continuous patient-monitoring service. Customer must not represent otherwise to an Owner User.

An alert, status, missed action, owner entry, or absence of an alert is not a clinical determination. Customer must not rely on the Service as the sole means of detecting deterioration, emergencies, non-adherence, or other circumstances requiring clinical attention.

11. AI Features

11.1 AI-assisted output

AI Features may transform Customer-provided material into drafts, structured content, suggested actions, summaries, or other output (“AI Output”). AI Output may be incomplete, inaccurate, inappropriate, or similar to output generated for another user.

Customer must ensure that a qualified member of its team reviews, corrects, and approves AI Output before relying on it or sending it to an Owner User. Customer must not use AI Output as a substitute for veterinary judgment or as the sole basis for diagnosis, prescription, treatment, triage, or an emergency decision.

11.2 Customer responsibility for use

Customer is responsible for prompts, source material, instructions, selections, edits, approvals, and the context in which AI Output is used. Armidus’s technical validation of format, structure, or supported fields is not clinical review or approval.

11.3 Third-party models

AI Features may use third-party model providers. Their availability and output may vary. Armidus may replace a model or provider while maintaining materially equivalent AI Feature functionality. Processing of personal information through AI Features is addressed in the Privacy Policy and the DPA, when applicable under Section 12.5.

12. Clinic Data and Data Rights

12.1 Ownership

As between Armidus and Customer, Customer retains its rights in Clinic Data, including the clinic-specific medical records and guidance it creates or controls. Armidus does not acquire ownership of Clinic Data merely because it is submitted to the Service.

Owner Users retain any rights they have in information they submit. Nothing in these Terms determines ownership where applicable law, Customer’s professional obligations, or a separate agreement governs ownership of a medical record or owner submission.

12.2 License to provide the Service

Customer and each Owner User grant Armidus a worldwide, non-exclusive license to host, copy, transmit, display, modify, and otherwise process the information they submit only as necessary to:

• provide, secure, maintain, and support the Service;
• perform Customer’s documented instructions and enable authorized sharing between Customer and Owner Users;
• prevent fraud, abuse, and security incidents;
• comply with law and enforce these Terms; and
• create Service Data and de-identified or aggregated information as permitted by Section 12.4.

This license lasts for as long as reasonably necessary for those purposes, subject to Section 18 and the Privacy Policy.

12.3 Customer authority and lawful processing

Customer represents and warrants that it has all rights, notices, permissions, consents, and lawful bases required to submit Clinic Data and instruct Armidus to process it. This includes authority to provide owner contact information, patient information, clinical content, images, and other materials and to invite Owner Users.

Customer must use patient and owner information only for legitimate veterinary, care, operational, legal, or other authorized purposes. Customer must not use the Service to obtain or disclose information beyond the access rights granted to it.

12.4 Service Data and de-identified information

Armidus may collect and use Service Data to operate, secure, support, measure, and improve the Service. Armidus may create and use aggregated or de-identified information derived from use of the Service only if it does not identify Customer, an Authorized User, an owner, or another individual and Armidus does not attempt to re-identify it.

Armidus will not sell identifiable Clinic Data. Any future arrangement to use Customer data for product development, research, evidence generation, or a third party’s commercial purpose beyond providing and improving the Service will require appropriate legal review and, where required, a separate written agreement, notice, or consent.

12.5 Privacy documents

Armidus’s Privacy Policy describes how Armidus handles personal information in connection with the Service.

The Armidus Data Processing Addendum available at https://armidus.com/dpa automatically forms part of these Terms whenever and to the extent Armidus processes Customer Personal Data on behalf of Customer in providing the Service. No separate signature is required. Customer’s acceptance of these Terms constitutes acceptance of the DPA.

The DPA controls over conflicting provisions of these Terms regarding the processing of Customer Personal Data.

12.6 Website inquiries

If you submit an inquiry or other information through the Site, you represent that the information is accurate to the best of your knowledge and that you have the right to provide it. Armidus may use the submission to evaluate and respond to your request, provide requested services, protect the Site and Service, and comply with law. Personal information is handled as described in the Privacy Policy.

13. Regional Environments and Security

13.1 Regional application records

Armidus operates country-specific production environments where offered. Each production country environment has separate application services, database, and secrets. Regional owner and patient application records are not automatically synchronized or merged with another country environment.

Some specialized providers, including authentication, communications, payments, analytics, and AI providers, may process limited information in other locations as described in the Privacy Policy or applicable Data Processing Addendum. Armidus does not promise that every category of information remains exclusively within one country unless an Order Form expressly says so.

13.2 Security measures

Armidus maintains reasonable administrative, technical, and organizational safeguards designed to protect Clinic Data. These include authenticated access, clinic- and owner-scoped authorization, encrypted infrastructure, protected secrets, logging restrictions for sensitive data, backups, and production network controls.

No Internet service is completely secure. Customer is responsible for securely configuring and using its Accounts and for promptly reporting suspected unauthorized access.

14. Acceptable Use

Customer and Authorized Users must not, directly or indirectly:

• use the Service unlawfully or in violation of professional obligations;
• access or attempt to access another clinic’s, owner’s, or patient’s data without authorization;
• submit information they lack authority to use or disclose;
• share Account credentials or circumvent authentication, authorization, billing, seat, usage, or regional controls;
• misclassify staff roles to avoid Veterinarian Seat fees;
• use the Service to harass, discriminate, deceive, exploit, or cause harm;
• send unlawful, unsolicited, or abusive communications;
• introduce malware or interfere with the Service’s integrity, operation, or availability;
• probe, scan, or test vulnerabilities without Armidus’s prior written authorization;
• reverse engineer, decompile, disassemble, copy, or attempt to discover source code or non-public models, except to the limited extent a restriction is prohibited by law;
• scrape, harvest, or use automated means to extract data except through an authorized API or with Armidus’s written permission;
• use the Service or its output to build, train, or benchmark a competing product without Armidus’s written permission; or
• remove proprietary notices or misrepresent the source or capabilities of the Service.

Armidus may investigate suspected violations and remove content or restrict access where reasonably necessary to protect users, the Service, or third parties.

15. Third-Party Services

The Site may contain links to third-party websites or services. Armidus provides those links for convenience and does not control or endorse the third party. Your use of a third-party website or service is governed by that third party’s terms and privacy practices.

The Service relies on or interoperates with third-party services, including hosting, authentication, communications, payment, and AI providers. Customer’s direct use of a third-party product may be governed by that provider’s terms.

Armidus is responsible for its selection and management of subprocessors to the extent required by applicable law and the Data Processing Addendum, but is not responsible for a third-party product that Customer independently selects, configures, or contracts for.

Payment processing is provided through Stripe-hosted interfaces. Armidus does not receive complete payment-card numbers or security codes. Stripe’s handling of payment information is governed by Stripe’s applicable terms and privacy notices.

16. Intellectual Property

Armidus and its licensors retain all rights in the Service, Documentation, Service Data, designs, software, models, workflows, templates, block libraries, logos, and other technology or materials provided by Armidus, excluding Clinic Data and third-party materials.

No rights are granted except those expressly stated in these Terms. If Customer or an Authorized User provides suggestions, ideas, or feedback, Armidus may use that feedback without restriction or payment, provided it does not publicly identify the contributor without permission.

17. Confidentiality

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood as confidential. Clinic Data is Customer’s Confidential Information. Armidus’s non-public product, technical, security, pricing, and business information is Armidus’s Confidential Information.

Confidential Information does not include information that Recipient can show:

• is or becomes public without Recipient’s breach;
• was lawfully known without confidentiality duty before disclosure;
• is received lawfully from a third party without confidentiality duty; or
• is independently developed without use of the Confidential Information.

Recipient will use Confidential Information only to perform or exercise rights under these Terms and will protect it using at least reasonable care. Recipient may disclose Confidential Information to personnel, professional advisers, and service providers who need it and are bound by appropriate confidentiality obligations.

Recipient may disclose information when legally required, but where lawful will give Discloser prompt notice and reasonable assistance so Discloser may seek protection. Each party may seek injunctive relief for actual or threatened misuse of Confidential Information.

18. Suspension, Termination, and Data Return

18.1 Suspension

Armidus may suspend or restrict access where reasonably necessary to:

• address an actual or suspected security threat;
• prevent unlawful use or material harm;
• respond to a violation of Section 14;
• comply with law or a binding government request;
• address an unresolved failed payment, lapsed Subscription, or paused Subscription; or
• protect the Service, Armidus, Customer, Authorized Users, or third parties.

Where practicable, Armidus will notify Customer and limit the suspension to the affected Accounts or functionality. For a paused or lapsed Subscription, Armidus intends to preserve read access while restricting write operations and to keep reasonable billing-recovery methods available.

18.2 Termination for cause

Either party may terminate these Terms or an affected Order Form if the other party materially breaches and does not cure the breach within 30 days after written notice. A party may terminate immediately if the breach cannot reasonably be cured, the other party becomes insolvent or ceases business, or continued performance would violate law.

Armidus may terminate immediately for fraud, deliberate unauthorized access, trial abuse, material misuse of patient or owner information, or conduct likely to cause serious harm.

18.3 Armidus termination for convenience

Armidus may discontinue the paid Service or terminate a Subscription for convenience with at least 60 days’ notice. If Armidus terminates a prepaid Subscription for convenience before the end of its Billing Period, Armidus will refund the unused prepaid fees for the terminated period. This does not apply where termination results from Customer’s breach, non-payment, or a legal requirement caused by Customer’s conduct.

18.4 Effect of termination

On termination or expiration:

• Customer’s right to use paid functionality ends;
• outstanding amounts become due;
• cancellation does not eliminate an accrued annual commitment or other fees;
• each party must stop using the other party’s Confidential Information except as permitted for retention or legal purposes; and
• provisions that by their nature should survive will survive, including Sections 9, 10, 11, 12, 16, 17, 18, 21, 22, 23, 25, and 26.

18.5 Data return and deletion

During the Subscription, Customer should use available reporting or export functionality to maintain copies required for its professional and legal obligations.

For 30 days after termination or expiration, Customer may request an export of Clinic Data through the Contact Form. Armidus will provide a reasonable export in an available commonly used format, subject to identity verification, applicable law, third-party rights, technical feasibility, and reasonable charges disclosed in advance for exceptional or customized work.

After that 30-day period, Armidus may delete or de-identify Clinic Data in accordance with its retention practices, except where continued retention is required by law, reasonably necessary to establish or defend legal claims, or maintained temporarily in protected backups. Deleted information may remain in backups until those backups expire through their ordinary lifecycle.

Customer remains responsible for retaining veterinary records for the period required by applicable law and professional standards. The Service is not Customer’s guaranteed archival system unless an Order Form expressly states otherwise.

19. Service Availability, Maintenance, and Support

Armidus will use commercially reasonable efforts to make the paid Service available and to correct reproducible material defects. The Service may be unavailable because of maintenance, upgrades, emergencies, Internet or third-party failures, security events, force majeure, or circumstances outside Armidus’s reasonable control.

Armidus may perform scheduled or emergency maintenance and will provide notice where reasonably practicable. Unless an Order Form expressly includes a service level agreement, the Service has no contractual uptime guarantee, service credit, guaranteed response time, or guaranteed resolution time.

Customer may request support through the Contact Form. Support is provided during Armidus’s published or customary business hours and prioritized based on severity, customer impact, and available resources. Enterprise support or service levels apply only if stated in an Order Form.

The Service is not an emergency channel. Customer and Owner Users must use the clinic’s emergency instructions or local emergency services where urgent veterinary attention may be required.

20. Mutual Warranties

Each party warrants that it has authority to enter into these Terms.

Armidus warrants that, during a paid Subscription, the Service will perform in all material respects according to the applicable Documentation when used as authorized. Customer’s exclusive remedy for breach of this warranty is for Armidus to use commercially reasonable efforts to correct the nonconformity. If Armidus cannot do so within a reasonable time, Customer may terminate the affected Subscription and receive a prorated refund of prepaid fees for the unused terminated period.

This warranty does not apply to issues caused by Clinic Data, Customer’s or a third party’s systems, unauthorized use, Beta Features, unsupported configurations, or matters outside Armidus’s reasonable control.

21. Disclaimers

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 20 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, AI OUTPUT, DOCUMENTATION, AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ARMIDUS DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

ARMIDUS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; THAT EVERY OWNER WILL RECEIVE, READ, UNDERSTAND, OR FOLLOW GUIDANCE; THAT EVERY MISSED ACTION OR CLINICAL CONCERN WILL BE IDENTIFIED; OR THAT USE OF THE SERVICE WILL PRODUCE A PARTICULAR CLINICAL, OPERATIONAL, FINANCIAL, REGULATORY, OR LEGAL OUTCOME.

Nothing in these Terms excludes a warranty, guarantee, or remedy that cannot be excluded under applicable law.

22. Indemnification

22.1 Customer indemnity

Customer will defend Armidus and its affiliates, officers, directors, and personnel against a third-party claim arising from:

• Clinic Data or Customer’s lack of authority to provide or use it;
• Customer’s veterinary services, clinical decisions, diagnosis, prescription, treatment, guidance, or failure to respond;
• Customer’s representation of the Service to an Owner User;
• Customer’s violation of law, professional obligations, Section 10, or Section 14; or
• use of the Service in breach of these Terms.

Customer will indemnify those parties against damages, settlements, costs, and reasonable legal fees finally awarded or agreed in settlement.

22.2 Armidus intellectual-property indemnity

Armidus will defend Customer against a third-party claim that Customer’s authorized use of the paid Service infringes that third party’s patent, copyright, or trademark, and will indemnify Customer against damages, settlements, costs, and reasonable legal fees finally awarded or agreed in settlement.

Armidus has no obligation for a claim arising from Clinic Data, Customer’s instructions, unauthorized use, modifications not made by Armidus, combination with items not provided by Armidus, continued use after notice, or Beta Features.

If an infringement claim is likely, Armidus may modify or replace the affected Service, obtain continued-use rights, or terminate the affected functionality and refund prepaid fees for its unused terminated period. This Section 22.2 states Customer’s exclusive remedy for a third-party intellectual-property infringement claim.

22.3 Process

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party’s expense, and allow the indemnifying party to control the defense and settlement. Delay in notice relieves obligations only to the extent materially prejudicial. A settlement may not admit fault by or impose non-monetary obligations on the indemnified party without its consent, not to be unreasonably withheld.

23. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO ARMIDUS FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. FOR A CLAIM ARISING ONLY FROM A FREE TRIAL OR OWNER ACCOUNT WHERE NO FEES WERE PAID OR PAYABLE, ARMIDUS’S AGGREGATE LIABILITY WILL NOT EXCEED US$100.

The exclusions and cap above do not apply to:

• Customer’s payment obligations;
• a party’s fraud, fraudulent misrepresentation, or willful misconduct;
• Customer’s breach of Section 14 involving unauthorized access or deliberate misuse of data;
• either party’s indemnification obligations under Section 22; or
• liability that applicable law does not permit to be excluded or limited.

These limitations apply regardless of the legal theory and are an essential basis of the bargain.

24. Changes to These Terms

Armidus may update these Terms to reflect Service changes, legal requirements, security needs, or business practices. Armidus will post updated Terms with a new effective date.

For a material change that adversely affects a paid Customer, Armidus will provide at least 30 days’ advance notice through the Account, the Customer administrator’s registered email, or another reasonable channel. The change will ordinarily take effect at Customer’s next renewal. A change may take effect sooner where required by law or urgently needed to address security, fraud, abuse, or material harm.

If Customer does not agree to a prospective change, its remedy is to cancel renewal before the change takes effect. Continued use after the effective date constitutes acceptance. No update will retroactively alter accrued payment obligations or reduce rights that cannot lawfully be waived.

25. Governing Law and Disputes

These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware, without regard to conflict-of-law rules.

The state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction and venue in those courts. Before filing a claim, the parties will attempt in good faith for at least 30 days to resolve the dispute through written notice and discussion, except where urgent injunctive relief is reasonably necessary.

Nothing in this Section deprives an Owner User or another person of a non-waivable protection or right to bring a claim in another forum under applicable consumer law.

26. Contact, Support, and Legal Notices

26.1 Contact Form

Requests to Armidus should be submitted through the secure Contact Form at:

https://armidus.com/submit-request

The Contact Form must allow the sender to select at least Support, Billing, Security, Legal, or Privacy and provide an Account or clinic identifier where relevant. Armidus will provide an automated receipt or copy containing a submission reference. A form submission intended as formal notice is effective when Armidus issues that receipt. If no receipt arrives within 24 hours, the sender should resubmit or use postal notice.

26.2 Postal notices to Armidus

Formal legal notices may also be sent by tracked or certified mail to:

Armidus, Inc. Attn: Legal Notices 1111B South Governors Avenue #49736 Dover, DE 19904 United States

Postal notice is effective on documented delivery.

26.3 Notices to Customer and Owner Users

Armidus may send operational and legal notices to the email address registered to the relevant Account, display them in the Service, or use another contact method the recipient has provided. Customer is responsible for maintaining a current administrator and billing contact. Notice is effective when sent or displayed, unless these Terms or applicable law require another rule.

Support requests, routine billing questions, marketing communications, and automated Service notifications are not formal legal notices merely because they use the same systems.

27. General

27.1 Order of precedence

If documents conflict regarding the processing of Customer Personal Data, the following order controls:

1. any mandatory data-transfer terms required by applicable law;
2. a written amendment to the Data Processing Addendum that expressly identifies the provisions being amended and is signed by authorized representatives of both parties;
3. the Data Processing Addendum;
4. an applicable Order Form;
5. these Terms; and
6. the Documentation.

For matters other than the processing of Customer Personal Data, the following order controls: an applicable Order Form, these Terms, and the Documentation.

An Order Form overrides these Terms only if it expressly identifies the provision being overridden. An Order Form does not amend the Data Processing Addendum unless it expressly identifies the affected DPA provision and is signed by authorized representatives of both parties.

27.2 Assignment

Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign them in connection with a merger, reorganization, acquisition, or sale of substantially all relevant assets, provided the assignee is not Customer’s direct competitor and assumes the assigning party’s obligations. Any prohibited assignment is void.

27.3 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil disturbance, government action, labor disputes, Internet or utility failures, widespread cyberattacks, or third-party infrastructure failures. This does not excuse Customer’s obligation to pay amounts already due.

27.4 Independent parties and third-party beneficiaries

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. There are no third-party beneficiaries except indemnified parties expressly identified in Section 22.

27.5 Waiver and severability

A waiver must be in writing and is limited to the specific instance. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in effect.

27.6 Export and sanctions compliance

Each party will comply with applicable export-control and sanctions laws. Customer represents that it and its Authorized Users are not prohibited from receiving the Service and will not use the Service in or for a prohibited country, entity, or purpose.

27.7 Entire agreement

These Terms, the Data Processing Addendum, applicable Order Forms, and documents expressly incorporated by reference form the entire agreement about the Service and supersede prior or contemporaneous proposals, communications, and agreements on that subject. Purchase-order terms or other Customer boilerplate do not apply unless Armidus expressly agrees to them in a writing signed by an authorized Armidus representative.

27.8 Headings and electronic acceptance

Headings are for convenience only. “Including” means “including without limitation.” Electronic acceptance, Checkout confirmation, and electronic records have the same effect as signed paper documents to the extent permitted by law.