Platform Terms

What are Snout's Services

The "Services" comprise an online platform and related tools, software, interfaces, and support services operated by Snout that enable (a) veterinary practices ("Practices") to offer, administer, and manage Snout membership plans and related communications, billing, reporting, and client engagement features; and (b) individual consumers or pet owners ("Members") to enroll in and manage Snout Plans. For clarity, Snout does not provide veterinary care, practice veterinary medicine, or make clinical decisions. All veterinary services are provided solely by Practices, which operate independently of Snout and are solely responsible for patient care and clinical outcomes.

Applicable Terms

You may access the Services either as a Practice or as a Member. Your rights and obligations depend on your role:

• If you are a Practice: Your use of the Services is subject to these Terms and the applicable Practice Agreement (including any incorporated terms, schedules, and policies), as amended from time to time, and collectively, with respect to Practices, the ("Agreement"). With respect to Practices, terms not defined herein shall have the meaning in the Practice Agreement.
• If you are a Member: Your use of the Services is subject to these Terms and the Snout Plan Membership Agreement (the "Membership Agreement"), including any incorporated terms, schedules, and policies, as amended from time to time, and collectively, with respect to Members, the "Agreement." With respect to Members, terms not defined herein shall have the meaning in the Membership Agreement.

What is a Snout Plan

A "Snout Plan" is a membership or wellness plan made available by a Practice through the Services that sets out the specific benefits, services, frequency/limits, eligibility criteria, fees, billing terms, and other plan details applicable to a Member's enrolled pet(s). The Snout Plan terms, including covered services and any exclusions or limitations, are described in the Practice's plan documentation. Practices are responsible for defining and providing veterinary services associated with their Snout Plans; Snout does not deliver veterinary care. Members should review the applicable Membership Agreement for plan-specific rights, responsibilities, and limitations.

What are the basics of using Snout?

You may be required to sign up for an account, verify your contact information, select a password and/or username ("Snout User ID"), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Snout User ID a name that you do not have the right to use, or another person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

You represent and warrant that you are an individual at least eighteen (18) years old and of legal age to form a binding contract. If you're agreeing to the Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to the Agreement on that organization's or entity's behalf and bind them to the Agreement (in which case, the references to "you" and "your" in the Agreement, except for in this sentence, refer to that organization or entity).

You will only use the Services in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Services. We can't and won't be responsible for your using the Services in a way that breaks the law.

You will not share your Snout User ID, account or password with anyone, and you must protect the security of your Snout User ID, account, password and any other access tools or credentials. You're responsible for any activity associated with your Snout User ID and account.

Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

• infringes or violates the intellectual property rights or any other rights of anyone else (including Snout);
• violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Snout;
• is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
• jeopardizes the security of your Snout User ID, account or anyone else's (such as allowing someone else to log in to the Services as you);
• attempts, in any manner, to obtain the password, account, or other security information from any other user;
• violates the security of any computer network, or cracks any passwords or security encryption codes;
• runs Maillist, Listserv, any form of auto-responder or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure);
• "crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
• copies or stores any significant portion of the Content; or
• decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else's (including Snout's) rights.

Subject to the Agreement, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Snout owns the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

Who is responsible for what I see and do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we are not liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Snout. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Snout is not responsible for such risks. Snout has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Snout will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. Certain features of the Services may rely on third-party systems, integrations, or practice management software, and Snout does not guarantee the continued availability or functionality of any third-party services.

If there is a dispute between participants on this site or Services (including between a Practice and a Member), or between users and any third party, you agree that Snout is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Snout, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Will Snout ever change the Services?

We're always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services.

Aggregate Data

You agree that Snout shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and Snout will be free to (a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Snout offerings, and (b) disclose such data solely in aggregate or other de-identified form in connection with Snout's business.

Termination of access to the Services

Snout is free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of the Agreement. Snout has the sole right to decide whether you are in violation of any of the restrictions set forth in the Agreement. Provisions that, by their nature, should survive termination of the Agreement shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

What else do I need to know?

Warranty Disclaimer

Except as may be expressly provided in an applicable Practice Agreement, Snout and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Snout and all such parties together, the "Snout Parties") make no representations or warranties concerning the Services, and the Snout Parties will not be responsible or liable for the accuracy, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Snout Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY SNOUT (AND ITS LICENSORS AND SUPPLIERS) ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

FOR THE AVOIDANCE OF DOUBT, A SNOUT PLAN IS NOT AN INSURANCE POLICY AND SNOUT IS NOT OFFERING AN INSURANCE POLICY IN CONNECTION WITH THE SERVICES. THE SERVICES ARE OFFERED SEPARATELY AND DISTINCTLY FROM INSURANCE.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE SNOUT PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO SNOUT IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity

You agree to indemnify and hold the Snout Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any claims relating to (a) your use of the Services, and (b) your violation of the Agreement.

Assignment

You may not assign, delegate or transfer the Agreement or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Snout's prior written consent. We may transfer, assign, or delegate the Agreement and our rights and obligations without consent.

Choice of Law

This Agreement is governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Snout and limits the manner in which you can seek relief from Snout. Both you and Snout acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of this Agreement, Snout's officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of this Agreement, and that upon your acceptance of the Agreement, Personnel will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as the third-party beneficiary hereof.

1. Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of the Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Wilmington, Delaware. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
2. Costs of Arbitration. The Rules will govern payment of all arbitration fees. Snout will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Snout will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
3. Small Claims Court; Infringement. Either you or Snout may assert claims, if they qualify, in small claims court in Wilmington, Delaware or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
4. Waiver of Jury Trial. YOU AND SNOUT WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Snout are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Snout over whether to vacate or enforce an arbitration award, YOU AND SNOUT WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
5. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Snout is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
6. Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 440 N Barranca Ave, #9572, Covina, CA 91723 postmarked within thirty (30) days of first accepting the Agreement. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of the arbitration agreement.
7. Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Snout to litigate any dispute arising out of or relating to the subject matter of the Agreement in court, then the foregoing arbitration agreement will not apply to either party, and both you and Snout agree that any judicial proceeding (other than small claims actions) will be brought exclusively in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction and venue of such courts.
8. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Snout.

Will this Agreement ever change?

We are constantly trying to improve our Services, so this Agreement may need to change along with our Services. We reserve the right to change the Agreement at any time, but if we do, we will place a notice on our site, send you an email, and/or notify you by some other means. If you don't agree with the new terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Agreement is effective, that means you agree to all of the changes. Except for changes by us as described herein, no other amendment or modification of the Agreement will be effective unless in writing and signed by both you and us.

Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Snout may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that the Agreement shall otherwise remain in full force and effect and enforceable. You and Snout agree that the Agreement is the complete and exclusive statement of the mutual understanding between you and Snout, and that the Agreement supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement. Snout shall not be liable for any delay, interruption, error, failure, loss, or damage arising from or relating to events, circumstances, or causes beyond its reasonable control, including failures of third-party systems, software, hosting providers, internet or telecommunications outages, cyberattacks, data breaches, labor disputes, governmental actions, utility failures, natural disasters, or other unforeseen events. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Snout, and you do not have any authority of any kind to bind Snout in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and Snout agree there are no third-party beneficiaries intended under the Agreement.