CareOwner

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and VetVet, Inc. ("VetVet," "Company," "we," "us," or "our"), the sole owner and operator of the CareOwner platform (the "Platform").

By accessing or using the Platform, including by creating an account, clicking "I Agree," or otherwise indicating acceptance, you agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.

2. Ownership

CareOwner and all related systems, software, data structures, workflows, algorithms, and content (excluding user-provided content) are the exclusive property of VetVet.

All rights are reserved. No rights are granted except a limited, revocable, non-exclusive, non-transferable right to access and use the Platform in accordance with these Terms.

3. License to User Data

You grant VetVet a perpetual, irrevocable, worldwide, royalty-free license to use, process, store, reproduce, analyze, and create derivative works from any data, materials, or information you provide or upload to the Platform.

VetVet may use such data for purposes including operating and improving the Platform, analytics, benchmarking, product development, and developing or enhancing automated or AI-based functionality.

This license survives termination of your use of the Platform.

4. Eligibility and Permitted Use

You represent and warrant that:

You are at least 18 years old
You have the legal capacity and authority to enter into these Terms
If acting on behalf of an entity, you have authority to bind that entity
You are capable of evaluating business and financial transactions and have access to independent professional advisors

The Platform is intended solely for legitimate participants in potential transactions. You represent that you are a bona fide:

Seller; or
Buyer with a genuine intent and financial capacity to complete a transaction

You may not access or use the Platform if you are:

A competitor seeking information
A data scraper, harvester, or aggregator
Acting for any improper, exploratory, or non-serious purpose

Unauthorized use constitutes a material breach of these Terms and may result in immediate termination and legal action.

5. No Advisory or Fiduciary Relationship

VetVet is not acting as, and expressly disclaims any role as:

An investment bank
A broker-dealer, finder, intermediary, or placement agent (unless separately engaged pursuant to a written agreement)
A registered investment advisor
A law firm or provider of legal advice
An accounting or tax advisor
A valuation firm
A real estate broker, agent, or other real estate professional
A financial advisor or consultant
A fiduciary of any kind

Your relationship with VetVet is strictly arm's length. No agency, partnership, fiduciary, or advisory relationship is created.

6. Information; Non-Reliance

All data, materials, and information made available through the Platform:

May be inaccurate, incomplete, outdated, or misleading
May be provided by users, third parties, or automated systems
Are not verified, audited, or validated by VetVet

VetVet makes no representations or warranties regarding the accuracy, completeness, or reliability of any information on the Platform.

You agree that:

You will not rely on any information available on the Platform
You will conduct your own independent diligence
Any decision to pursue or complete a transaction is made solely at your own risk

Buyers are solely responsible for verifying all information through their own advisors. Sellers are solely responsible for ensuring that all information they provide is accurate, complete, and not misleading.

VetVet has no obligation to update, correct, or notify users of inaccuracies.

7. Data Processing and Responsibility

You are solely responsible for ensuring that any data you upload or make available:

Is lawfully obtained
Complies with applicable laws and regulations
May be processed by VetVet in connection with the Platform

VetVet does not verify the legality or accuracy of user-provided data.

8. Data Room Controls; Access and Permissions

The Platform operates as a controlled-access environment.

VetVet may, at any time and in its sole discretion:

Grant, restrict, or revoke access to any user, document, or data set
Modify permissions without notice
Remove or restrict content

Access to any information does not imply completeness or continued availability.

9. Monitoring; Audit Logs

VetVet may monitor all Platform activity and maintain detailed logs, including access, downloads, and interactions.

Such logs may be used for security, compliance, enforcement, and as evidence in any dispute or proceeding.

10. Third-Party Integrations

The Platform may integrate with third-party systems.

VetVet does not control and is not responsible for:

The performance, accuracy, or availability of such systems
Compliance with their terms
Any data obtained from or transmitted through such systems

You are solely responsible for compliance with all third-party terms and for verifying all integrated data.

11. Cybersecurity and System Risks

The Platform, its servers, and any materials or communications may contain vulnerabilities, interruptions, or harmful components.

You assume all risk associated with accessing and using the Platform.

VetVet is not responsible for any cyber incidents, data breaches, unauthorized access, or damage to your systems or data.

12. Confidentiality

All non-public, confidential, or proprietary information made available through the Platform, whether disclosed before, on, or after access is granted, and whether disclosed orally, visually, electronically, or in writing, and whether or not marked or designated as "confidential" (collectively, "Confidential Information"), shall be deemed highly confidential and proprietary.

Confidential Information includes, without limitation:

Information concerning any seller, veterinary practice, business, customer, supplier, or third party, including their past, present, or future business affairs, financial information, operations, personnel, clients, pricing, forecasts, strategies, and performance
Any transaction-related materials, including diligence materials, deal terms, negotiations, communications, and the existence or status of any potential transaction
Trade secrets, know-how, inventions, processes, methodologies, and proprietary information
Any third-party confidential information or personal information included within or derived from Platform materials
Any analyses, compilations, summaries, notes, reports, or other materials derived from or based upon any of the foregoing ("Derivative Materials")
The fact that Confidential Information has been made available, and that discussions or negotiations are taking place or have taken place

You agree:

To use Confidential Information solely for the purpose of evaluating a potential transaction
Not to disclose, share, distribute, publish, or otherwise make available any Confidential Information except to your professional advisors who have a strict need to know and are bound by confidentiality obligations at least as protective as those contained herein
Not to use Confidential Information for any competitive purpose or to obtain any commercial advantage
Not to copy, reproduce, download, store, or retain Confidential Information except as strictly necessary for the permitted purpose
Not to reverse engineer, decompile, scrape, extract, or otherwise attempt to derive underlying information, models, data, or system functionality

You are fully responsible for any breach of this Section by your employees, agents, advisors, affiliates, or representatives.

You agree to protect Confidential Information using at least the same degree of care as you use to protect your own most sensitive information, and in no event less than a commercially reasonable standard of care.

You shall not disclose that Confidential Information has been made available or that discussions or negotiations are taking place.

If disclosure is required by law, you shall provide prompt notice (where permitted), cooperate in seeking protective treatment, and disclose only the minimum required.

Any unauthorized use or disclosure constitutes a breach regardless of intent.

VetVet may implement monitoring, watermarking, fingerprinting, and tracking technologies, and such data may be used as evidence.

You agree that unauthorized disclosure would cause substantial harm and that you shall be liable for liquidated damages equal to the greater of (i) $250,000 per breach or (ii) the value of any related transaction.

VetVet shall be entitled to recover all enforcement costs, including attorneys' fees.

If acting on behalf of an entity, you may be held personally liable.

VetVet may seek immediate injunctive relief without bond in Delaware courts.

Upon request, you shall cease use and destroy all Confidential Information and Derivative Materials.

These obligations survive indefinitely.

13. Fees

If applicable under a separate agreement, fees are due upon closing of a transaction and are non-refundable.

14. Disclaimer of Warranties

The Platform is provided "as is" and "as available," without warranties of any kind.

15. Limitation of Liability

To the maximum extent permitted by law, VetVet shall not be liable for any indirect, incidental, consequential, or special damages.

Total liability shall not exceed the greater of fees paid or $1,000.

16. Dispute Resolution

All disputes arising out of or relating to these Terms shall be resolved by binding arbitration.

Notwithstanding the foregoing, VetVet may seek injunctive or equitable relief in any court of competent jurisdiction, including courts located in the State of Delaware.

17. Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend (at VetVet's option), and hold harmless VetVet, Inc., the CareOwner platform, and each of their respective affiliates, parents, subsidiaries, related entities, officers, directors, managers, partners, members, employees, contractors, agents, shareholders, investors, advisors, representatives, service providers, integration partners, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all losses, claims, damages, liabilities, deficiencies, actions, judgments, settlements, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs of investigation or defense) arising out of or relating to your use of the Platform or any related matter.

This obligation survives termination.

18. Governing Law

These Terms are governed by the laws of the State of Delaware.

19. Entire Agreement

These Terms constitute the entire agreement between you and VetVet, except to the extent that you and VetVet have entered into a separate written agreement that expressly governs the same subject matter, in which case such separate agreement shall control to the extent of any conflict.