Terms of Use and SaaS Terms & Conditions

1. Definitions

“Authorized User” means an individual whom Customer authorizes to access the Services under Customer's account.

“Beta Feature” means a feature identified as beta, preview, experimental, early access, pilot, evaluation, test, or substantially similar.

“Confidential Information” has the meaning given in Section 55.

“Customer” means the business, veterinary hospital, veterinary practice, institution, or other legal entity purchasing or receiving the Services under an Order Form or other written agreement with Pravix.

“Customer Data” means information, records, files, content, and data submitted to or processed through the Services by or on behalf of Customer or its Authorized Users, excluding Usage Data and Pravix technology.

“Documentation” means Pravix's then-current user documentation and instructions relating to the Services.

“Order Form” means an ordering document, proposal, statement of work, subscription order, or similar written or electronically accepted document identifying purchased Services, pricing, term, scope, or other commercial terms.

“Security Incident” means a confirmed unauthorized access to, acquisition of, disclosure of, or destruction of Customer Data in Pravix's possession or control. Unsuccessful attempts, pings, scans, port probes, denied login attempts, and similar events that do not result in unauthorized access to Customer Data are not Security Incidents.

“Services” means Pravix's websites, SaaS platform, Flow and other purchased or authorized modules, applications, APIs, AI-assisted functionality, workflow tools, documentation, support, and related services.

“Subscription Term” means the initial subscription term identified in the applicable Order Form and each renewal term.

“Third-Party Content” means data, text, drug reference information, images, software, or other content owned or licensed by a party other than Pravix or Customer that is made accessible through the Services.

“Third-Party Service” means software, data, content, infrastructure, API, platform, telecommunications service, payment service, artificial-intelligence service, or other product or service not controlled by Pravix.

“Usage Data” means technical, operational, security, performance, diagnostic, statistical, and usage information concerning operation and use of the Services that does not constitute Customer Data in identifiable form.

2. Relationship Between These Terms and Separate Agreements

These Terms apply unless Pravix and Customer have entered into a separate written agreement signed or electronically executed by Pravix.

A separately executed master services agreement, vendor agreement, amendment, data-processing agreement, or similar agreement controls over these Terms to the extent of an actual conflict.

An Order Form overrides these Terms only with respect to pricing, purchased scope, term, or a provision that expressly identifies the portion of these Terms being modified.

A sales presentation, oral statement, demonstration, email, roadmap, proposal draft, or informal communication does not amend these Terms unless incorporated into a document authorized under this Section.

3. Eligibility

Authorized Users must be at least eighteen (18) years old. Customer shall not authorize any individual under eighteen (18) years of age to establish or use an account. Customer is responsible for ensuring that each Authorized User is legally permitted, properly trained, appropriately supervised, and authorized to perform activities undertaken through the Services.

Where professional licensure, registration, certification, supervision, credentialing, or scope-of-practice requirements apply, Customer and the applicable professional are solely responsible for satisfying them.

Pravix does not assume responsibility for continuously verifying professional credentials unless expressly agreed in writing.

4. Authority of Business Users

Any person accepting an Order Form or these Terms on behalf of an organization represents that the person has authority to bind that organization.

If the person lacks that authority, the person must not purport to accept on the organization's behalf.

Authorized Users are individually bound by provisions applicable to account security, confidentiality, intellectual property, acceptable use, prohibited conduct, and lawful use of the Services.

An Authorized User does not become personally responsible for Customer's subscription fees solely by accepting user-level Terms unless that individual is separately the Customer.

5. Accounts

Accounts are required for protected portions of the Services.

Accounts may be created or administered by Pravix or authorized Customer administrators.

Self-registration is not permitted unless Pravix expressly enables it.

Customer is responsible for approving Authorized Users and promptly removing access when authorization ends.

Pravix may implement role-based permissions and other access controls.

6. Account Security

Credentials are personal to the assigned Authorized User and may not be shared.

Customer and each Authorized User must:

• maintain credential confidentiality;
• use reasonable security practices;
• comply with authentication requirements presented by Pravix;
• promptly report suspected compromise or unauthorized access; and
• not permit unauthorized persons to use an account.

Customer is responsible for activity occurring through its accounts to the extent caused by Customer's or its Authorized Users' acts, omissions, credential sharing, or failure to follow reasonable security requirements.

Pravix may require or make available MFA, SSO, device authentication, or other safeguards, but does not guarantee that any particular authentication technology will be continuously available.

7. Subscription Scope

Customer may use the Services only for its authorized internal business operations and only within the locations, user counts, endpoints, modules, and other scope identified in the applicable Order Form.

Access granted to one location does not automatically authorize another hospital, affiliate, or facility to use the Services.

Pravix may verify contracted usage through Usage Data, platform telemetry, and, not more than once per twelve (12) month period, a written certification reasonably requested from an authorized Customer representative.

If Pravix reasonably determines from Usage Data, platform telemetry, or Customer certification that Customer's use materially exceeds the contracted scope, Pravix will notify Customer. Customer must, within ten (10) business days after notice, either reduce use to the contracted scope or purchase the additional scope. If Customer fails to do so, Pravix may restrict the excess accounts, endpoints, locations, or functionality without affecting Customer's obligation to pay for the existing committed Subscription Term.

Any retroactive fees for excess use will be calculated only using an expansion, overage, or tier-adjustment rate expressly stated in the applicable Order Form. Pravix will not impose undisclosed automated usage charges.

8. Orders and Acceptance

An Order Form becomes binding when accepted through a method authorized by Pravix.

Pravix may reject an order before acceptance.

Customer's purchase order or procurement document is for administrative convenience only and does not modify the agreement unless Pravix expressly agrees in writing.

9. Implementation Services

Implementation may include configuration, account creation, endpoint setup, workflow customization, training, testing, and post-go-live stabilization services as described in the applicable Order Form.

Data migration is included only if expressly stated.

Customer must timely provide information, access, personnel, credentials, hardware, network access, approvals, and other cooperation reasonably required for implementation.

Pravix is not responsible for delays caused by Customer or third parties. Any project milestone affected by such delay is automatically extended by a reasonable period.

Unless expressly guaranteed in an Order Form, implementation dates and go-live dates are estimates rather than guaranteed completion dates.

Customer will have ten (10) business days following Pravix's written notice that implementation is complete to inspect the implemented configuration and provide written notice of any material nonconformity, describing it in reasonable detail. Implementation is deemed accepted upon the earlier of (a) Customer's written acceptance, (b) expiration of that ten (10) business day period without written notice of a material nonconformity, or (c) Customer's use of the applicable Services in production operations. Following acceptance, Customer's sole remedy for a defect in the implemented configuration is the warranty remedy stated in Section 47.

10. Pricing

Subscription and implementation pricing is identified in the applicable Order Form.

Pricing may vary based on hospital size, modules, deployment scope, authorized locations, implementation requirements, endpoints, and other negotiated factors.

Except as expressly stated, discounts do not create an entitlement to equivalent pricing for future purchases or renewals.

11. Taxes

Fees exclude sales, use, excise, value-added, and similar transaction taxes unless expressly stated otherwise.

Customer is responsible for applicable taxes associated with its purchase or use of the Services, except taxes based on Pravix's net income.

If Customer claims tax-exempt status, Customer must provide legally sufficient documentation.

12. Payment

Unless an Order Form states otherwise, invoices are due upon receipt.

Payment may be made through ACH, wire transfer, or another method accepted by Pravix.

Customer must provide accurate billing information and promptly update material changes.

Payment obligations are not contingent upon Customer's internal purchase-order process, reimbursement, funding approvals, or use levels.

13. Subscription Term

Unless an Order Form states otherwise, the initial Subscription Term is twelve (12) months.

Monthly billing describes the payment schedule and does not convert the committed Subscription Term into a month-to-month agreement.

14. Automatic Renewal

Unless an Order Form expressly provides otherwise, the Subscription Term automatically renews for successive twelve (12) month periods unless either party gives written notice of nonrenewal at least ninety (90) days before expiration of the then-current Subscription Term.

Pravix may provide renewal reminders as a courtesy and will provide any notice required by applicable law. Customer remains responsible for tracking its contractual term and notice deadline except where applicable law provides otherwise.

A renewal-price increase requires at least ninety (90) days' advance notice and will ordinarily take effect at the next renewal rather than during the current committed term.

Nothing in this Section limits rights that cannot lawfully be waived.

15. Cancellation and Early Termination by Customer

Customer may prevent renewal by providing timely notice under Section 14.

Customer may terminate for Pravix's uncured material breach by giving written notice describing the breach in reasonable detail and allowing Pravix thirty (30) days to cure, unless a shorter period is required by applicable law or the breach is incapable of cure.

Customer does not have an unrestricted right to terminate a committed Subscription Term for convenience unless an Order Form expressly grants that right.

Customer's obligation to pay the fees associated with a committed Subscription Term is a contractual commitment for the entire Subscription Term. Monthly invoicing is solely an installment payment arrangement and does not condition Customer's payment obligation on Customer's level of use.

If Customer ceases use or requests cancellation without an applicable contractual termination right, Pravix may elect to keep the affected Services available through the remainder of the Subscription Term, in which case the committed fees will continue to be invoiced according to the agreed payment schedule.

If Pravix terminates the affected Services because of Customer's uncured material breach, Pravix may pursue amounts then due together with damages and other remedies available under the agreement and applicable law. To the extent Pravix seeks accelerated committed fees as damages, such recovery will be reduced by costs Pravix reasonably avoids as a result of the early termination where required by applicable law.

16. Refunds

Except as expressly provided in these Terms, an Order Form, or applicable law, fees are nonrefundable.

Implementation fees are nonrefundable once the corresponding services have been performed or resources materially committed.

If Pravix materially fails to provide a purchased core Service, Customer gives Pravix written notice, and Pravix fails to cure the material failure within the applicable cure period, Customer may terminate the materially affected Service. Pravix will refund any fees paid that are allocable to the period following the effective date of termination and will waive any unpaid fees allocable to that same period. Where fees have been billed monthly and no fees have been paid in advance for the post-termination period, no refund is owed and Customer's obligation for future fees for the terminated Service ceases as of the effective date of termination.

No refund is owed for:

• Customer-caused outages or configuration problems;
• failure of Customer hardware or networks;
• Third-Party Services outside Pravix's reasonable control;
• Customer's decision not to use available Services;
• suspension caused by Customer breach;
• Beta Features; or
• dissatisfaction unrelated to a material contractual nonconformity.

17. Failed Payments

Pravix may provide written notice when an amount becomes overdue.

Pravix may suspend affected Services after at least seven (7) days' notice of an overdue undisputed amount if payment remains outstanding.

Late interest begins to accrue on any undisputed amount that remains unpaid more than fifteen (15) days after the invoice due date, and accrues at one percent (1%) per month or the maximum rate permitted by law, whichever is lower.

A returned or rejected payment may incur an administrative charge of up to $50 to the extent permitted by applicable law.

Customer is responsible for reasonable collection costs to the extent recoverable under applicable law.

18. Billing Disputes and Chargebacks

To dispute an invoice, Customer must deliver written notice to Pravix within fifteen (15) days of the invoice date identifying the specific line items disputed, the amount disputed, and the factual basis for the dispute in reasonable detail. Amounts not disputed in that manner and within that period are deemed undisputed and are payable when due. A notice that does not identify specific line items and a factual basis does not constitute a good-faith billing dispute and does not suspend Pravix's rights under Section 17. If a disputed amount is subsequently determined to have been payable, that amount is treated as having been overdue from its original due date for purposes of interest and suspension.

Customer must pay undisputed amounts when due.

Where Customer uses a reversible payment method, initiating a knowingly improper chargeback or payment reversal concerning valid contracted charges may constitute material breach.

Nothing prohibits a lawful dispute concerning unauthorized, erroneous, fraudulent, or legally challengeable charges.

19. Promotions and Launch-Partner Pricing

Pravix may offer negotiated launch-partner, volume, promotional, or other discounted pricing.

Unless expressly stated:

• discounts have no cash value;
• discounts are not transferable;
• discounts cannot be combined;
• discounts do not create permanent price protection; and
• discounted access does not create ownership rights or an obligation for Pravix to maintain a Beta Feature.

20. Customer Responsibilities

Customer is responsible for:

• its veterinary operations and professional services;
• compliance with laws applicable to its business;
• its Authorized Users;
• accuracy and legality of Customer Data;
• maintaining required veterinary and professional records;
• maintaining appropriate hardware, networks, and internet connectivity;
• independently validating clinical decisions;
• obtaining required client notices and consents;
• determining appropriate staffing and permissions; and
• maintaining any professional licenses and registrations.

21. Acceptable Use

Customer and Authorized Users may use the Services solely for legitimate authorized purposes consistent with these Terms, applicable Documentation, the applicable Order Form, and applicable law.

22. Prohibited Conduct

No person may:

• reverse engineer, decompile, disassemble, or attempt to derive source code except where a nonwaivable law expressly permits it;
• scrape or bulk-extract data or content without authorization;
• bypass user, location, endpoint, rate, or usage limits;
• share credentials;
• access another customer's data;
• probe or test security without written authorization;
• introduce malware or malicious code;
• interfere with service availability;
• impersonate another person;
• use the Services fraudulently or unlawfully;
• upload infringing or unlawfully obtained material;
• resell, sublicense, rent, or commercially redistribute the Services;
• use nonpublic Services, outputs, architecture, prompts, or functionality to build or train a competing product;
• remove proprietary notices;
• circumvent security controls;
• attempt to derive proprietary models, prompts, algorithms, or confidential architecture;
• publish nonpublic security findings without authorization;
• use the Services outside legally authorized professional scope; or
• facilitate conduct that materially threatens Pravix, its customers, animals, clients, or third parties.

23. Fraud and Abuse

Pravix may investigate suspected abuse, fraud, credential compromise, excessive automated activity, or circumvention.

Pravix may preserve relevant records and cooperate with lawful investigations where appropriate.

24. Suspension

Pravix may immediately suspend access to the extent reasonably necessary to address:

• a material security threat;
• compromised credentials;
• fraud;
• illegal conduct;
• infringement;
• serious abuse;
• threats to another customer or the platform;
• significant unauthorized load;
• material regulatory risk; or
• circumstances requiring immediate action to protect persons, animals, data, or systems.

Where immediate action is not reasonably necessary, Pravix will ordinarily provide notice and a reasonable opportunity to cure.

A suspension caused by Customer's breach does not excuse Customer's payment obligations for the committed term.

25. Customer Data Ownership

As between Pravix and Customer, Customer retains its ownership rights in Customer Data.

Customer grants Pravix a nonexclusive license to host, store, reproduce, transmit, display, translate, analyze, secure, back up, and otherwise process Customer Data only as reasonably necessary to provide, support, secure, maintain, and improve the Services, comply with law, and exercise rights under the agreement. Any use of Customer Data to improve the Services is subject to Section 40, and identifiable Customer Data will not be used for model training except as expressly permitted under Section 40.

Customer represents that it has sufficient rights and lawful authority to provide Customer Data to Pravix for these purposes.

26. Usage and De-Identified Data

Pravix may generate and use Usage Data.

Pravix may create aggregated or de-identified information from Customer Data where the resulting information is not reasonably capable of identifying Customer, an Authorized User, or an individual.

Pravix may use such information for security, product development, analytics, benchmarking, service improvement, reliability, research, and business operations.

Pravix will not intentionally attempt to reidentify data that Pravix has treated as de-identified except to test the effectiveness of de-identification or as permitted by law.

27. Privacy and Data Processing

Pravix's processing of personal information is also governed by its applicable Privacy Policy and any executed Data Processing Addendum.

To the extent Pravix processes personal data on Customer's behalf, Customer determines the lawful purposes for which Customer collects and submits that information, and Pravix will process it for the permitted service purposes and Customer instructions reflected in the agreement.

Pravix does not acquire ownership of personal information merely because it processes that information.

Pravix will not sell Customer Data as a data broker or use identifiable Customer Data for third-party behavioral advertising unless expressly authorized through a separate legally compliant arrangement.

28. Security

Pravix will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, acquisition, use, disclosure, alteration, or destruction, taking into account the nature of the Services and Customer Data processed.

Additional security commitments, if any, will be governed by an applicable Data Processing Addendum, Security Addendum, or other separately executed agreement. Security descriptions, questionnaires, reports, or documentation provided for informational or diligence purposes do not create additional contractual warranties unless expressly incorporated into such an agreement.

No security program or information system can guarantee that unauthorized access or a Security Incident will never occur.

Customer must use reasonable security practices and promptly notify Pravix of suspected compromise.

If Pravix confirms a Security Incident affecting Customer Data, Pravix will provide notice without undue delay as required by applicable law and any applicable written data-processing agreement.

29. Data Retention and Export After Termination

For sixty (60) days following termination or expiration, Customer may request an export of Customer Data, unless an Order Form provides a different period. Pravix will provide the export within thirty (30) days of a complete request, in a structured, machine-readable format then generally used by Pravix (such as CSV or JSON). Consistent with Section 43, Customer is responsible for maintaining its official veterinary medical records in its designated record system and must not rely on post-termination export from Pravix to satisfy any legal recordkeeping obligation.

After that period, Pravix may delete or render inaccessible production Customer Data.

Backup copies may persist until removed through ordinary backup-retention cycles.

Pravix may retain limited information reasonably necessary for legal compliance, billing, fraud prevention, security, dispute resolution, enforcement, or preservation obligations.

Pravix does not guarantee indefinite post-termination storage.

30. User-Generated Content

Authorized Users or other permitted users may submit records, documents, notes, photographs, files, reviews, messages, logos, or other content where functionality permits.

The submitting party retains applicable ownership rights.

The submitting party grants Pravix the limited rights reasonably necessary to operate and display the relevant functionality.

The submitting party must not submit material that it lacks authority to provide.

Pravix may restrict or remove content reasonably believed to be unlawful, malicious, infringing, privacy-invasive, threatening, fraudulent, or harmful to the Services.

31. Reviews and Public Submissions

Where Pravix permits reviews, ratings, or other public submissions, the submitting user is responsible for the content submitted and represents that the submission reflects a genuine experience or opinion.

Users may not submit reviews or public content that contains confidential veterinary, client, personnel, or proprietary information; impersonates another person; contains unlawful threats or harassment; infringes third-party rights; is generated or submitted fraudulently; or contains statements the user knows to be materially false.

Pravix may moderate, restrict, label, or remove content in accordance with applicable law and its moderation policies.

Pravix will not require a person to transfer ownership of a lawful review or prohibit a person from expressing a lawful negative opinion merely because that opinion is unfavorable to Pravix or a Customer.

Pravix may take reasonable measures to identify and prevent fake, manipulated, incentivized-without-disclosure, or otherwise deceptive reviews.

32. Pravix Intellectual Property

Pravix and its licensors retain all right, title, and interest in the Services, including software, source and object code, interfaces, workflows, designs, documentation, databases, architecture, algorithms, prompts, models, proprietary configurations, trademarks, logos, and improvements.

Except for the limited license expressly granted, no ownership rights are transferred to Customer or Authorized Users.

Customer receives a limited, nonexclusive, nontransferable, nonsublicensable right during the applicable Subscription Term to use purchased Services for authorized internal business purposes.

Customer retains all rights in Customer Data and in Customer's preexisting policies, procedures, templates, protocols, workflows, content, and other materials supplied by Customer (collectively, "Customer Materials").

Pravix retains all rights in the Services and in any software, code, architecture, reusable components, configurations, platform functionality, generic workflows, methods, tools, templates, improvements, enhancements, or derivative technology developed by Pravix, including developments arising from implementation services, provided that Pravix does not thereby acquire ownership of Customer Materials.

To the extent a Pravix-developed configuration incorporates Customer Materials, Customer grants Pravix the rights reasonably necessary to implement, operate, support, and provide that configuration for Customer.

No collaboration, feedback, configuration work, implementation service, or joint activity creates joint ownership of the Services or any Pravix intellectual property.

Customer will not publish benchmark or performance testing results concerning the Services without Pravix's prior written consent.

33. Third-Party Content and Intellectual Property

Third-Party Content remains owned by its applicable owner.

The appearance, indexing, linking, display, or availability of Third-Party Content through the Services does not transfer ownership or grant rights beyond those lawfully available to Pravix or Customer.

Customer must comply with applicable third-party licenses.

Pravix does not claim ownership of third-party proprietary material merely because it is accessible through the Services.

Pravix may modify, disable, replace, or remove Third-Party Content if Pravix's or Customer's applicable rights to use such content expire, are terminated, are disputed, or become commercially or legally impracticable to maintain. Unless expressly included as committed functionality in an Order Form, continued availability of particular Third-Party Content is not guaranteed.

34. Feedback

If Customer or an Authorized User voluntarily provides suggestions, feature requests, ideas, or other feedback concerning Pravix, Pravix may use that feedback without restriction or compensation.

This right does not transfer ownership of unrelated Customer Data.

35. Third-Party Services and Integrations

The Services may interoperate with Third-Party Services.

Pravix does not control and is not responsible for the continued availability, accuracy, security, pricing, functionality, API policies, or business practices of Third-Party Services.

A third party may modify or discontinue its service or API.

Pravix may modify or discontinue an affected integration when reasonably necessary.

Customer is responsible for maintaining any separate third-party account, license, authorization, or consent required for Customer's use.

36. Service Availability

Unless an applicable Order Form expressly includes an SLA, Pravix does not guarantee a particular uptime percentage or uninterrupted availability.

Maintenance, emergency maintenance, internet failures, Customer systems, Third-Party Services, cloud-provider failures, security incidents, misuse, force-majeure events, and circumstances outside Pravix's reasonable control may affect availability.

Pravix will use commercially reasonable efforts to maintain the Services consistent with its then-current operating practices.

Customer will maintain and periodically test documented downtime procedures enabling it to continue safe hospital operations, including patient tracking, medication administration, and recordkeeping, during any period in which the Services are unavailable.

37. Support

Standard support is provided as identified in the applicable Order Form or Pravix's then-current support documentation.

Emergency or after-hours assistance may be available for an additional fee.

Pravix does not guarantee emergency support availability unless expressly purchased under a written support commitment.

38. Modifications to Services

Pravix may modify, improve, redesign, replace, or discontinue features.

Pravix is not required to preserve every interface element, workflow, Beta Feature, or minor function indefinitely.

Pravix will not intentionally eliminate material purchased core functionality during a committed term without a commercially reasonable basis.

If Pravix permanently discontinues material purchased core functionality during a committed Subscription Term and does not provide reasonably equivalent replacement functionality, Pravix may, in its discretion, either (a) provide substitute functionality reasonably addressing the principal purpose of the discontinued functionality, or (b) permit Customer to terminate the materially affected Service, in which case future fees attributable solely to that Service will cease and any prepaid unused fees for the post-termination period will be refunded. These remedies are Customer's exclusive remedies for such discontinuation.

39. Beta and Experimental Features

Beta Features are provided for evaluation and may contain errors or incomplete functionality.

Pravix may modify, suspend, or discontinue a Beta Feature at any time.

Beta Features are provided without SLA, availability commitment, or warranty unless a written agreement expressly states otherwise.

Customer should not rely on a Beta Feature as the sole mechanism for a critical clinical, safety, regulatory, or recordkeeping function.

40. AI and Automated Features

The Services may contain artificial-intelligence, machine-learning, translation, prioritization, summarization, classification, calculation, or other automated functionality ("AI Features").

AI Features can generate incomplete, inaccurate, outdated, misleading, or inappropriate outputs.

AI outputs are assistance only and must not be treated as independently verified facts, medical orders, diagnoses, prescriptions, or professional conclusions.

Customer must ensure that appropriately qualified personnel independently review AI outputs before using them for material clinical, medication, financial, client-communication, or operational decisions.

Pravix does not warrant that an AI Feature will identify every risk, error, interaction, contraindication, urgency, or abnormality.

Pravix will not intentionally authorize identifiable Customer Data to be used to train a third party's general-purpose model except where appropriately disclosed and permitted under the applicable agreement and law.

Pravix will not use identifiable Customer Data to train, fine-tune, or improve any machine-learning or artificial-intelligence model, whether operated by Pravix or a third party, except (a) using data that has been de-identified or aggregated in accordance with Section 26, or (b) with Customer's prior written authorization. Nothing in this Section restricts Pravix's use of Usage Data or de-identified or aggregated information as described in Section 26.

AI Features may use Third-Party Services to process Customer Data. Any applicable subprocessor, data-processing, provider-notification, data-location, deletion, or provider-specific contractual commitments are governed by an applicable Data Processing Addendum, Security Addendum, or other separately executed agreement. Pravix does not guarantee continued use or availability of any particular AI provider and may change providers as reasonably necessary, subject to its applicable contractual and legal data-processing obligations.

41. Veterinary Clinical Decision Support

Pravix may provide veterinary workflow assistance, drug-reference information, dosage calculations, interaction information, contraindication or safety information, triage prioritization, medical calculators, or other decision-support functionality.

These tools are supplemental.

Pravix does not practice veterinary medicine, establish a veterinarian-client-patient relationship, diagnose animals, select treatment, select medications, determine dosage, or replace professional judgment.

The treating veterinarian and Customer remain responsible for:

• examination and diagnosis;
• treatment decisions;
• medication selection;
• calculation and verification of doses;
• contraindication and interaction review;
• monitoring;
• recordkeeping;
• informed client communication; and
• compliance with applicable professional standards.

Critical information must be independently verified before action.

A warning or alert system is not guaranteed to detect every error, contraindication, dangerous condition, or required intervention.

Customer acknowledges that dosage calculations, conversions, and similar outputs are generated from data entered by Authorized Users, and that Pravix does not independently verify patient weight, drug concentration, units, patient identity, or other inputs. The treating veterinarian is responsible for verifying both the inputs and the resulting output before any medication is administered or dispensed.

Queue position, priority indicators, and similar workflow ordering are operational aids only. They do not constitute triage decisions, clinical assessments, or determinations of medical urgency, which remain the responsibility of qualified personnel exercising professional judgment.

42. Prescription Functionality

Pravix may provide tools allowing a licensed veterinarian to prepare or document a veterinary prescription.

Pravix itself is not the prescriber, veterinarian, pharmacy, dispenser, or treating provider.

The licensed veterinarian is responsible for reviewing, authorizing, signing, issuing, transmitting, documenting, and monitoring each prescription as required by applicable law.

Customer and the prescribing veterinarian are responsible for determining whether a valid veterinarian-client-patient relationship exists and for complying with licensing, recordkeeping, pharmacy, controlled-substance, prescription-monitoring, and other requirements.

Unless expressly stated in a separately executed Order Form, Pravix is not represented as an electronic prescribing network or pharmacy-transmission service.

Unless expressly stated in a separately executed Order Form, the Services are not a controlled-substance recordkeeping, inventory-reconciliation, or reporting system. Customer must maintain all controlled-substance logs, reconciliations, and reports required by applicable federal and state law in its own systems of record.

Inventory quantities, deductions, and counts displayed through the Services are operational estimates derived from Customer-configured rules and Authorized User entries. Customer must not rely on them to satisfy any legal inventory, reconciliation, or reporting obligation without independent verification.

43. Official Veterinary Medical Records

Unless an Order Form expressly identifies Pravix as an official recordkeeping system, Pravix is an operational and workflow platform and is not Customer's official veterinary medical record.

Customer must ensure that information required to become part of the official medical record is properly entered, synchronized, exported, or otherwise retained in Customer's designated record system.

Pravix is not responsible for Customer's failure to maintain legally required veterinary records.

44. Translation

The Services may provide automated or machine-generated translations.

Translations may be inaccurate or omit context.

Customer must have appropriately qualified personnel verify medically significant translations, including medication instructions, diagnoses, treatment instructions, consent-related information, discharge instructions, and other communications where mistranslation could create material risk.

45. Communications

Where the Services facilitate email, SMS, push, or other communications, Customer is responsible for determining the lawful basis for communicating with recipients and obtaining any consent required by applicable law.

Pravix may send transactional account and service communications necessary to administer the Services.

Marketing communications will be subject to applicable law and available opt-out rights.

46. No Professional Advice to the Public

Public website materials are provided for general informational purposes.

They are not individualized veterinary, medical, legal, financial, or other professional advice.

No public website content creates a professional-client relationship.

47. Warranties

Pravix warrants that:

• it has authority to enter into the applicable agreement;
• paid implementation services will be performed in a professional and workmanlike manner; and
• during the applicable Subscription Term, the production Services will conform in all material respects to the applicable Documentation.

Customer must report an alleged material nonconformity in writing within thirty (30) days after discovery and provide information reasonably sufficient for Pravix to reproduce or investigate the issue. Pravix will use commercially reasonable efforts to correct a verified material nonconformity. If Pravix is unable to cure the verified material nonconformity within thirty (30) days after receiving sufficient notice, or such longer period as the parties reasonably agree where cure is actively progressing, Customer may terminate the materially affected Service. The financial consequences of that termination will be governed exclusively by Section 16. This warranty does not apply to Beta Features, Third-Party Services, support services (which are governed solely by Section 37), or nonconformities caused by Customer's systems, data, configuration, or misuse.

The remedies in this Section and Section 16 are Customer's exclusive contractual remedies for breach of the Service conformance warranty.

Customer warrants that:

1. it has sufficient rights and authority concerning Customer Data;
2. it obtains required notices, permissions, and consents;
3. its use complies with applicable law and professional obligations;
4. its professional users maintain required credentials; and
5. it will appropriately supervise Authorized Users.

48. Disclaimer of Warranties

EXCEPT FOR EXPRESS WARRANTIES STATED IN THESE TERMS OR AN APPLICABLE ORDER FORM, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

PRAVIX DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT TO THE EXTENT THEY MAY LAWFULLY BE DISCLAIMED.

PRAVIX DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, COMPLETELY SECURE, COMPATIBLE WITH EVERY THIRD-PARTY SYSTEM, OR SUITABLE AS THE SOLE BASIS FOR A CLINICAL OR SAFETY-CRITICAL DECISION.

Nothing in these Terms limits a warranty or statutory right that cannot lawfully be excluded.

49. Assumption of Professional and Operational Risk

Customer acknowledges that veterinary medicine and hospital operations involve professional judgment and risks that software cannot eliminate.

Customer remains responsible for decisions made using information displayed or processed through the Services.

The availability of a calculation, warning, AI output, translation, queue priority, reference, alert, or workflow does not transfer professional responsibility to Pravix.

50. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOR CLAIMS ARISING FROM THE SUBSCRIPTION SERVICES, PRAVIX'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE APPLICABLE ORDER FORM WILL NOT EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

FOR CLAIMS ARISING SOLELY FROM PAID IMPLEMENTATION SERVICES, PRAVIX'S AGGREGATE LIABILITY WILL NOT EXCEED THE IMPLEMENTATION FEES ACTUALLY PAID FOR THE IMPLEMENTATION SERVICES GIVING RISE TO THE CLAIM. IF A CLAIM ARISES FROM BOTH SUBSCRIPTION SERVICES AND IMPLEMENTATION SERVICES, THE APPLICABLE AGGREGATE CAP WILL BE THE GREATER OF THOSE TWO CAPS, NOT THEIR SUM. AMOUNTS WILL NOT BE COUNTED MORE THAN ONCE IN CALCULATING ANY CAP.

For Pravix liability arising directly from a material breach by Pravix of contractual confidentiality obligations or a Security Incident caused by Pravix's material failure to comply with its contractual security obligations, the aggregate cap for such claims will not exceed two (2) times the subscription fees paid or payable by Customer for the affected Services during the twelve (12) months immediately preceding the event giving rise to the claim.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRAVIX WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITY, OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.

These limitations apply regardless of theory of liability.

51. Matters Not Subject to Contractual Limitation

Nothing in these Terms excludes or limits liability to the extent applicable law prohibits exclusion or limitation.

The contractual limitations do not limit:

• Customer's payment obligations;
• liability for fraud, gross negligence, or willful misconduct to the extent it cannot lawfully be limited;
• Customer's unauthorized use or misappropriation of Pravix intellectual property;
• obligations expressly stated to survive without limitation; or
• liability that applicable law otherwise requires to remain unlimited.

52. Customer Indemnification

To the maximum extent permitted by applicable law, Customer will defend, indemnify, and hold harmless Pravix, its officers, employees, contractors, successors, and permitted assigns from third-party claims arising from:

• Customer's veterinary or professional services;
• diagnosis, treatment, prescribing, dispensing, or medical decisions;
• Customer Data supplied without sufficient rights or authority;
• Customer's unlawful use of the Services;
• Customer's material breach of these Terms;
• infringement caused by Customer content or modifications;
• Customer's failure to obtain required consent;
• Customer's professional malpractice; or
• unauthorized activity materially resulting from Customer's credential sharing or failure to comply with reasonable security requirements.

53. Pravix Intellectual-Property Indemnification

Subject to the limitations in these Terms, Pravix will defend Customer against a third-party claim alleging that the unmodified Pravix software, when used as authorized, directly infringes a United States patent, copyright, or trademark.

Pravix has no obligation for claims caused by:

• Customer Data;
• Third-Party Content;
• Customer modifications;
• unauthorized combinations;
• use outside Documentation;
• continued use after Pravix provides a noninfringing replacement or workaround; or
• material supplied at Customer's direction.

Pravix may modify, replace, obtain rights for, or terminate affected functionality.

54. Indemnification Procedure

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and permit the indemnifying party to control the defense and settlement.

Failure to provide prompt notice relieves obligations only to the extent the delay materially prejudices the defense.

No settlement may admit fault by or impose a nonmonetary obligation on the indemnified party without its consent, not to be unreasonably withheld.

55. Confidentiality

Each party may receive nonpublic information that reasonably should be understood as confidential.

Confidential Information includes nonpublic software functionality, architecture, source code, security information, credentials, roadmaps, pricing, negotiated terms, business processes, and Customer Data.

The receiving party will:

• use Confidential Information only for the agreement;
• protect it using reasonable care;
• disclose it only to persons with a need to know who are bound by appropriate obligations; and
• not disclose it except as authorized or legally required.

Confidential Information excludes information that is lawfully public, previously known without restriction, independently developed without use of the confidential information, or lawfully obtained from a third party.

Ordinary confidentiality obligations survive for five (5) years following termination, except that obligations with respect to Customer Data continue for so long as that information remains confidential.

Trade secrets remain protected for so long as they qualify for applicable trade-secret protection.

56. Intellectual-Property Complaints

A person claiming that content available through Pravix infringes intellectual-property rights should send a written notice to Daniel.Giordano@pravix.app identifying the protected work, challenged material, location of the material, contact information, and a good-faith explanation of the claimed infringement.

Pravix may remove or restrict challenged material while investigating.

This provision does not represent that Pravix qualifies for any statutory safe harbor unless all applicable requirements are independently satisfied.

57. Publicity

Pravix will not automatically use Customer's name or logo publicly merely because Customer subscribes.

A signed Order Form or other written permission may authorize specified publicity.

Named case studies and testimonials require affirmative written approval unless Customer has expressly granted broader rights in a separately executed agreement.

58. Electronic Communications and Signatures

Customer and Authorized Users consent to conducting transactions electronically where permitted by law.

Electronic signatures and electronic acceptance may be used to execute agreements.

Pravix may maintain records of acceptance including date, time, version, account, organization, and appropriate technical information.

A person may not dispute acceptance merely because the agreement was electronic, subject to rights available under applicable law.

59. Notices

Ordinary operational notices may be provided by email, in-product notification, or other reasonable electronic means.

Notices of nonrenewal, termination, material breach, indemnification claims, or legal disputes must be sent to the notice address or email identified in the applicable Order Form and, when directed to Pravix, to the following address and email unless Pravix later designates another legal-notice address in writing:

Pravix, LLC
30 Patricia Drive
Shelton, Connecticut 06484
United States
Daniel.Giordano@pravix.app

A notice sent by email is deemed received on the first business day after transmission if the sender does not receive an automated delivery-failure notice. A notice sent by nationally recognized overnight courier is deemed received upon documented delivery. If an applicable Order Form specifies a different notice method or effectiveness rule, the Order Form controls for that Customer.

Routine communications with support, sales, implementation personnel, or other employees do not constitute contractual notice unless the applicable provision expressly states otherwise.

60. Informal Dispute Resolution

Before commencing arbitration or litigation other than an eligible small-claims matter or request for urgent injunctive relief, the complaining party must provide written notice describing:

• the parties;
• the relevant account or Order Form;
• the factual basis of the dispute;
• the amount or remedy requested; and
• contact information.

The parties will attempt in good faith to resolve the dispute for thirty (30) days after receipt of a sufficient notice.

If a party fails to participate in good faith during that period, the other party may proceed directly to arbitration or litigation as applicable. A dispute concerning the sufficiency of a notice under this Section does not delay arbitration and is for the arbitrator to decide.

61. Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS HOW DISPUTES ARE RESOLVED. Except where prohibited by law, not applicable to a government entity, or expressly superseded by a separately executed agreement, disputes arising from or relating to the agreement that remain unresolved after the informal process WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION administered by the American Arbitration Association under the applicable commercial arbitration rules.

The arbitration will occur remotely or in Fairfield County, Connecticut, unless the parties agree otherwise.

The arbitrator may award remedies available under applicable law and the agreement.

Judgment on the award may be entered in a court with jurisdiction.

Nothing prevents either party from seeking temporary or preliminary injunctive relief in court to protect intellectual property, confidential information, systems, security, or data pending final resolution.

A request for injunctive relief under this Section does not waive either party's right to arbitrate the underlying merits.

Either party may bring an individual claim in small-claims court if the claim qualifies for that forum. Each party will bear its own attorneys' fees and legal expenses except to the extent an award of fees is expressly required by applicable law, authorized under an indemnification obligation in this agreement, or imposed by the arbitrator as a sanction for bad-faith conduct. Arbitration filing and administrative fees will be allocated in accordance with the applicable AAA rules. For claims under twenty-five thousand dollars ($25,000), the arbitration will be conducted on a documents-only basis unless the arbitrator determines that a hearing is necessary.

62. Class-Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT COVERED DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

If this waiver is determined unenforceable for a particular claim or remedy, treatment of that claim will be governed by applicable law.

63. Jury-Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR ANY DISPUTE PROPERLY LITIGATED IN COURT, EACH PARTY KNOWINGLY WAIVES TRIAL BY JURY.

64. Governing Law

These Terms and disputes arising from them are governed by the laws of the State of Connecticut, without regard to conflict-of-law principles, except to the extent federal law applies or applicable law prohibits the selected law from controlling.

65. Venue

For disputes properly heard in court, the parties consent to the state and federal courts having jurisdiction in or serving Fairfield County, Connecticut, except where mandatory law requires another forum.

66. Government Customers

Government agencies, public institutions, and governmental instrumentalities may be subject to procurement rules, sovereign immunity, appropriations requirements, public-record laws, mandatory venue provisions, and restrictions on arbitration, indemnification, renewal, or governing law.

Those customers may use the Services only under a separately authorized agreement where required.

Mandatory government-law requirements supersede inconsistent provisions to the extent they cannot lawfully be waived.

67. International Use

Unless Pravix expressly agrees otherwise in writing, commercial deployment of the Services is intended for use in the United States.

Customer may not deploy the Services in another country where doing so would impose additional regulatory, hosting, licensing, privacy, or professional requirements on Pravix without prior written authorization.

68. Force Majeure

Neither party is responsible for delayed or prevented performance caused by circumstances beyond its reasonable control, including severe weather, natural disaster, fire, flood, war, terrorism, civil unrest, epidemic, government action, power failure, telecommunications failure, cloud or infrastructure outage, labor disruption, supply-chain failure, or malicious cyberattack despite reasonable safeguards.

Force majeure does not excuse Customer's obligation to pay amounts already due for Services provided.

69. Assignment

Customer may not assign the agreement without Pravix's prior written consent, except as expressly permitted in a separately executed agreement.

Pravix may assign the agreement to an affiliate or in connection with a merger, reorganization, financing, sale of substantially all relevant assets, or change of control.

A permitted successor assumes the applicable obligations of its predecessor.

70. Insurance

Customer is responsible for maintaining insurance appropriate to its veterinary and business operations, including professional liability coverage where reasonably customary or legally required.

Specific insurance limits may be established in an Order Form.

Pravix's insurance obligations, if any, are governed by an applicable negotiated agreement rather than these public Terms.

71. Accessibility

Pravix seeks to provide accessible services and may accept accessibility-related support requests.

Unless expressly stated in a written agreement, Pravix does not warrant certification to a particular WCAG version or conformance level.

72. Relationship of the Parties

The parties are independent contractors.

Nothing creates a partnership, joint venture, employment relationship, fiduciary relationship, veterinary relationship, agency relationship, or franchise.

Neither party may bind the other except as expressly authorized.

73. Third-Party Beneficiaries

Except for persons expressly protected by an indemnification, liability, confidentiality, or similar provision, these Terms do not create third-party beneficiary rights.

74. No Waiver

Failure to enforce a provision does not waive the right to enforce it later.

A waiver must be express and applies only to the specific circumstances for which it is given.

75. Severability and Reformation

If a provision is invalid or unenforceable, it will be enforced to the maximum extent lawfully permitted and, where legally appropriate, modified only as necessary to make it enforceable.

The remaining provisions remain in effect unless the invalid provision is so fundamental that continued enforcement would materially defeat the parties' bargain.

76. Interpretation

Headings are for convenience only.

“Including” means “including without limitation.”

The singular includes the plural where context requires.

Ambiguities will not automatically be construed against a party merely because that party drafted the agreement.

77. Entire Agreement

These Terms, applicable Order Forms, and separately executed agreements identified as part of the contractual relationship constitute the parties' agreement concerning their subject matter and supersede prior representations concerning that subject matter.

Customer acknowledges that it has not relied on a promise concerning future functionality unless expressly incorporated into a binding written agreement.

78. Changes to These Terms

Pravix may modify these Terms from time to time.

For website-only users, updated Terms may become effective upon posting or other appropriate notice, subject to applicable law.

A modification that materially and adversely changes a Customer's contractual rights or obligations during a committed Subscription Term will not apply to that Customer until the next renewal unless (a) Customer affirmatively accepts the modification, (b) the modification is required by applicable law, or (c) the modification is reasonably necessary to address a material security threat, fraud, abuse, or misuse of the Services.

Pravix may make nonmaterial, clarifying, administrative, or legally required updates effective upon posting or notice. Where reasonably practicable, Pravix will provide advance notice of material modifications.

Pravix may require renewed electronic acceptance for material changes.

79. Termination by Pravix

Pravix may terminate the agreement for material breach if Customer fails to cure within thirty (30) days after notice.

Pravix may terminate immediately for fraud, deliberate security attacks, unlawful conduct, severe intellectual-property misuse, repeated material violations, or circumstances creating material legal or security risk.

Pravix may terminate without cause upon ninety (90) days' written notice.

If Pravix terminates without Customer fault, Pravix will refund any subscription fees paid in advance that are allocable to the period following the effective date of termination, and Customer's obligation for future subscription fees ceases as of that date.

Implementation fees already earned remain nonrefundable.

80. Consequences of Termination

Upon termination:

• Customer's license ends;
• Authorized Users must cease use;
• all fees and other amounts that remain payable under Sections 15, 16, 17, and 79, as applicable, remain due according to their applicable payment terms;
• post-termination data provisions apply; and
• rights intended by their nature to survive remain effective.

81. Survival

Sections concerning payment obligations, ownership, Customer Data rights required for wind-down, Usage Data, confidentiality, warranty disclaimers, professional responsibility, limitation of liability, indemnification, dispute resolution, governing law, intellectual property, and provisions that by their nature should survive will survive expiration or termination.

82. Mandatory Rights

Nothing in these Terms limits any rights or remedies that cannot lawfully be limited, excluded, waived, or modified by contract.

Where applicable law provides greater mandatory protection than these Terms, that mandatory law controls only to the extent required.

83. Contact

Questions concerning these Terms may be directed to:

Pravix, LLC
30 Patricia Drive
Shelton, Connecticut 06484
United States
Daniel.Giordano@pravix.app