Terms of Service

Important Notice

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

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

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

1. Definitions

As used in this Agreement, "Authorized User" means an individual authorized by Customer to access and use the Services under Customer's account. "Customer" or "you" means the entity or individual that registers for and uses the Services. "Customer Data" means any data, information, or content that Customer or its Authorized Users upload, submit, or transmit through the Services, including healthcare revenue data, medical service cost information, patient billing records, and related Protected Health Information ("PHI") provided for purposes of financial analytics and reporting. "Documentation" means user guides, help files, and other documentation we provide regarding the Services. "Fees" means the amounts payable by Customer for use of the Services as set forth in the applicable Order Form or pricing schedule. "Order Form" means an ordering document specifying the Services to be provided, pricing, and other terms. "Protected Health Information" or "PHI" has the meaning set forth in 45 C.F.R. § 160.103. "Services" means VETRIQ's software-as-a-service platform and related services as described in the applicable Order Form. "Term" means the period during which Customer has access to the Services, as specified in the Order Form. "Personal Information," "Sensitive Personal Information," "Processing," "Targeted Advertising" (a/k/a cross-context behavioral advertising), and "Cookies" have the meanings given under applicable law and as commonly understood in the industry.

2. Account Registration and Eligibility

2.1 Eligibility

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

2.2 Account Registration

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

2.3 Authorized Users

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

3. Description of Services

3.1 Services

Please refer to Vetriq's Privacy Policy for a description of our Services. For a detailed accounting of how we use and disclose PHI, see our Notice of Privacy Practices.

3.2 Modifications to Services

We may modify, update, or enhance the Services from time to time. We will provide reasonable notice of material changes that negatively affect your use of the Services.

3.3 Role

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

3.4 Service Availability

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

3.5 Support

We will provide support services as described in your Order Form or our standard support documentation.

4. License and Access

4.1 License Grant

Subject to these Terms and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Term solely for your internal business purposes.

4.2 Restrictions

You shall not, and shall not permit any third party to, copy, modify, or create derivative works of the Services, or reverse engineer, disassemble, or decompile the Services. You may not rent, lease, lend, sell, sublicense, or transfer the Services, nor remove or alter any proprietary notices. You are prohibited from using the Services to develop a competing product or accessing the Services to benchmark or for competitive analysis.

You shall not use the Services in violation of applicable law, interfere with or disrupt the integrity or performance of the Services, or attempt to gain unauthorized access to the Services or related systems. You may not use the Services to transmit malicious code or harmful content, send spam or unsolicited communications, or exceed any usage limits specified in your Order Form.

4.3 Third-Party Components

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

5. Customer Data and Responsibilities

5.1 Ownership of Customer Data

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

5.2 Customer Responsibilities

You are solely responsible for the accuracy, quality, and legality of Customer Data, and for the means by which you acquired Customer Data. You are responsible for obtaining all necessary consents for use of Customer Data, configuring the Services appropriately for your needs, and compliance with applicable laws regarding Customer Data.

5.3 Prohibited Content

You shall not upload, submit, or transmit through the Services any content that violates any applicable law or regulation, infringes intellectual property or privacy rights, contains malicious code, viruses, or harmful components, is fraudulent, deceptive, or misleading, or is defamatory, obscene, or otherwise objectionable.

5.4 Data Backup

While we maintain backups of Data used to perform our Services, you are responsible for maintaining your own backups. We are not liable for any loss of Customer Data.

6. Fees and Payment

6.1 Fees

You agree to pay all Fees specified in your Order Form. Unless otherwise stated, Fees are quoted and payable in U.S. dollars, are non-refundable except as expressly stated herein, and do not include taxes, which are your responsibility.

6.2 Payment Terms

Fees are due as specified in your Order Form, typically monthly. Payment is due within thirty (30) days of invoice date unless otherwise specified. We may charge interest on late payments at the lesser of 1.5% per month or the maximum rate permitted by law.

6.3 Fee Changes

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

6.4 Suspension for Non-Payment

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

6.5 Taxes

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

7. Intellectual Property Rights

7.1 VETRIQ Ownership

We and our licensors own all right, title, and interest in and to the Services, including all software, algorithms, interfaces, and technology, and all modifications, improvements, and derivative works of the Services. We own all VETRIQ trademarks, logos, and brand elements, all Documentation and training materials, and aggregated and de-identified data derived from use of the Services, including any improvements to our machine learning models resulting from such data.

7.2 Feedback

If you provide suggestions, ideas, or feedback regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose without obligation to you.

7.3 Reservation of Rights

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

8. Confidentiality

8.1 Definition

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

8.2 Exclusions

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

8.3 Obligations

Each party agrees to protect Confidential Information using at least the same care it uses for its own confidential information, but no less than reasonable care. Each party shall use Confidential Information only for purposes of this Agreement and shall not disclose Confidential Information to third parties except as permitted herein. Access to Confidential Information shall be limited to personnel with a need to know.

8.4 Permitted Disclosures

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

8.5 Duration

Confidentiality obligations survive termination for three (3) years, except for trade secrets, which remain protected indefinitely.

9. Data Privacy and Security

9.1 Privacy Policy

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

9.2 Data Processing

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

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

9.3 Security Measures

We maintain appropriate administrative, technical, and physical safeguards to protect Customer Data. Please refer to our Notice of Privacy Practices and Privacy Policy for a detailed accounting of said safeguards.

9.4 Data Location

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

9.5 Subprocessors

We may engage third-party subprocessors to assist in providing the Services. We maintain a list of subprocessors available upon request and will notify you of material changes.

9.6 Data Return and Deletion

Upon termination, we will make Customer Data available for export for thirty (30) days. After this period, we will delete Customer Data except as required for legal compliance or backup retention.

10. HIPAA Compliance

10.1 Applicability

If you are a "Covered Entity", "Business Associate", or Business Associate Subcontractor as defined by HIPAA and use the Services to process PHI, the Business Associate Agreement ("BAA") or Business Associated Subcontractor Agreement ("BASA") applies to your use of the Services.

10.2 Customer Obligations

You are responsible for determining whether HIPAA applies to your use of the Services and for configuring the Services to meet your HIPAA compliance requirements. You must ensure appropriate authorizations for disclosure of PHI and comply with all applicable HIPAA requirements.

10.3 VETRIQ Obligations

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

11. Representations and Warranties

11.1 Mutual Representations

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

11.2 VETRIQ Warranties

We warrant that the Services will perform substantially in accordance with the Documentation and that we will provide the Services in a professional and workmanlike manner. We warrant that we have implemented reasonable security measures to protect Customer Data and that, to our knowledge, the Services do not infringe any third-party intellectual property rights.

11.3 Customer Warranties

You warrant that you have all necessary rights to Customer Data and that Customer Data does not violate any applicable law. You warrant that your use of the Services will comply with all applicable laws and that you have obtained all necessary consents for processing of personal data.

11.4 Remedy for Breach

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

12. Disclaimers

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

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

THE SERVICES ARE TOOLS TO ASSIST WITH YOUR OPERATIONS. WE DO NOT WARRANT THAT USE OF THE SERVICES WILL ENSURE COMPLIANCE WITH ANY LAWS, REGULATIONS, OR STANDARDS. YOU ARE SOLELY RESPONSIBLE FOR YOUR REGULATORY COMPLIANCE.

13. Limitation of Liability

13.1 Exclusion of Consequential Damages

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

13.2 Cap on Liability

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

13.3 Excluded Claims

The limitations in Sections 13.1 and 13.2 do not apply to either party's indemnification obligations under Section 14, your payment obligations, your breach of Section 4.2, either party's breach of Section 8, either party's gross negligence or willful misconduct, or liability that cannot be limited by applicable law.

13.4 Essential Purpose

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

14. Indemnification

14.1 Indemnification by VETRIQ

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

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

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

14.2 Indemnification by Customer

You will defend, indemnify, and hold us harmless from any third-party claim arising from Customer Data or your use of the Services, your breach of these Terms, your violation of applicable law, or your negligence or willful misconduct.

14.3 Exclusive Remedy

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

15. Term and Termination

15.1 Term

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

15.2 Termination for Cause

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

15.3 Termination for Convenience

You may terminate this Agreement for convenience upon thirty (30) days' written notice. No refund of prepaid Fees will be provided for termination for convenience.

15.4 Effect of Termination

Upon termination, your license to use the Services immediately terminates and you must cease all use of the Services. You must pay all outstanding Fees. We will provide data export capabilities as described in Section 9.6. Each party will return or destroy Confidential Information upon request.

15.5 Survival

Sections 1, 5.1, 6 (for amounts owed), 7, 8, 12, 13, 14, 15.4, 15.5, 16, and 17 survive termination.

16. Dispute Resolution and Arbitration

16.1 Informal Resolution

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

16.2 Binding Arbitration

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

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

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

16.3 Class Action Waiver

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

16.4 Opt-Out

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

16.5 Exceptions

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

17. General Provisions

17.1 Governing Law

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

17.2 Entire Agreement

This Agreement, including all Order Forms, addenda, and policies incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter.

17.3 Amendments

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

17.4 Waiver

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

17.5 Severability

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

17.6 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of our assets.

17.7 No Third-Party Beneficiaries

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

17.8 Force Majeure

Neither party will be liable for delays or failures due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

17.9 Notices

Notices must be in writing. Notices to VETRIQ should be sent to legal@vetriq.com or to RL4, LLC d/b/a Vetriq at our business address. Notices to Customer will be sent to the email address associated with your account.

17.10 Relationship of Parties

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

17.11 Export Compliance

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

17.12 Government Users

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

17.13 Electronic Consent

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

18. Contact Information

For questions about these Terms, please contact us: