This End User Licence Agreement ("Agreement") is a legal agreement between ANI.ML Health Inc. ("Vendor") and you ("Licensee") for the use of Balto on the ANI.ML Health Platform ("Software"). By registering for or using the Software, you agree to be bound by the terms of this Agreement.

1. Licence

1.1 Grant of Licence: The Vendor grants to the Licensee a non-exclusive, non-transferable licence ("Licence") to access and use the Software for the Licensee’s internal business purposes. This Licence is provided solely for the Licensee’s use and cannot be shared or used by third parties.

1.2 Scope of Use: The Licence permits use of the Software on a site basis, limited to the Licensee's physical or virtual location. This does not include sublicensing, distribution, or making the Software available to third parties without the Vendor's express consent.

1.3 Restrictions: The Licensee may not modify, reverse-engineer, decompile, disassemble, or create derivative works from the Software. Any breach of these terms will be considered a material breach of this Agreement.

2. Intellectual Property

2.1 Ownership: Title, copyright, and all intellectual property rights in the Software remain with the Vendor. The Software is licensed, not sold, and this Agreement does not convey any ownership rights to the Licensee.

2.2 Prohibition of Copying and Distribution: The Licensee shall not copy, distribute, or sublicense the Software. Any unauthorized use or reproduction of the Software constitutes a violation of intellectual property rights.

3. Licence Fee

3.1 Payment Terms: The Licensee agrees to pay all fees associated with the Software as per the agreed pricing model. Fees for consulting services will be charged on a per-consult basis.

3.2 Non-refundable: All fees are non-refundable except as required by applicable law.

4. Limitation of Liability

4.1 "As Is" Provision: The Software is provided "as is" without warranty of any kind. The Vendor disclaims all warranties, whether express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose.

4.2 Exclusion of Damages: In no event shall the Vendor be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities, arising out of or in connection with the use or inability to use the Software. All clinical recommendations are based on historical and clinical data provided at the time of consult review. The referring clinician and patient owner (or agent) are responsible for making treatment and diagnostic decisions, using their clinical judgment and physical examination results. At no time shall the Vendor (ANI.ML Health Inc) or independent contractors (specialist consultants) be liable for decisions recommended or made by the veterinarian in charge of the primary case.

4.3 Data Responsibility: The Licensee acknowledges that the Vendor is not responsible for any data loss or breach that occurs due to the Licensee’s failure to secure their own systems. The Licensee is solely responsible for maintaining backups and ensuring data security.

5. Warranties and Representations

5.1 Vendor’s Warranty: The Vendor warrants that it has the right to license the Software to the Licensee under this Agreement. The Vendor also warrants that the Software does not infringe any third-party intellectual property rights.

5.2 Service Availability: The Vendor does not guarantee that the Software will be available uninterrupted or error-free. The Licensee understands that occasional interruptions and errors are possible and acceptable within industry standards.

6. Acceptance

6.1 Electronic Acceptance: By registering for or using the Software, the Licensee agrees to the terms of this Agreement. Acceptance is deemed to occur upon the Licensee’s registration of the Software with the Vendor.

7. Term and Termination

7.1 Term: The term of this Agreement begins upon Acceptance and continues until terminated by either party.

7.2 Termination by Licensee: The Licensee may terminate this Agreement at any time by providing 30 days’ written notice to the Vendor.

7.3 Termination by Vendor: The Vendor may terminate this Agreement immediately if the Licensee fails to comply with any term of this Agreement or is in material breach.

7.4 Effects of Termination: Upon termination, the Licensee must cease all use of the Software and destroy all copies of the Software in their possession.

8. Force Majeure

8.1 Force Majeure Events: The Vendor shall not be liable for any failure to perform due to causes beyond its reasonable control, including but not limited to natural disasters, war, or other unforeseen events. The Vendor will take all reasonable steps to mitigate the effects of such events.

9. Governing Law

9.1 Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. The parties submit to the exclusive jurisdiction of the courts located in Ontario for any disputes arising out of or related to this Agreement.

10. Miscellaneous

10.1 Amendments: This Agreement may only be amended by a written document signed by both the Vendor and the Licensee.

10.2 Relationship of Parties: This Agreement does not create any agency, partnership, or joint venture between the Vendor and the Licensee.

10.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reduced in scope only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

10.4 Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the Software and supersedes all prior agreements, understandings, and communications, whether written or oral.

10.5 Successors and Assigns: This Agreement shall bind and inure to the benefit of the Vendor’s successors and assigns.

11. Notices

11.1 Vendor’s Address: All notices to the Vendor under this Agreement should be sent to the following address: ANI.ML Health Inc., 167 Major Street, Toronto, Ontario, M5S 2K9.

Last Updated: August 23rd, 2024