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Welcome to Otto! These Terms and Conditions for Veterinary Clinics (“Clinic Terms” or “Terms”) govern access to and use of our website (www.otto.vet), software applications, and mobile apps (collectively, the “Services”), operated by Otto (“we,” “us,” or “our”), by veterinary clinics and their personnel. These Terms apply to you if you access or use the Services on behalf of a veterinary clinic or other business (your “Clinic”). If you access or use the Services as a pet owner or other consumer, your access and use are governed by the separate Otto Client Terms and Conditions available on Otto’s website (the “Client Terms”), not these Terms. By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Services.

1. Acceptance of Terms

TeleVet, Inc., d/b/a Otto (“Otto”), provides access to and use of its website, mobile applications, and related services (collectively, the “Services”) subject to these Terms and the Privacy Policy. Otto may update these Terms at any time. The latest versions will be available on Otto’s website or within the Services.

IMPORTANT: MANDATORY ARBITRATION AND CLASS ACTION WAIVER

PLEASE REVIEW THE TERMS CAREFULLY. IT IMPOSES MANDATORY INDIVIDUAL ARBITRATION AND A WAIVER OF CLASS ACTIONS AS SET FORTH IN SECTION 2 (THE “ARBITRATION AGREEMENT”), WHICH MEANS THAT, SUBJECT TO CERTAIN LIMITED EXCEPTIONS: (i) ANY CLAIM, DISPUTE OR CONTROVERSY ARISING FROM OR RELATING TO THE TERMS OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING ANY RELATING TO THE FORMATION, BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, VALIDITY, SCOPE, OR APPLICABILITY OF THE TERMS OR THE ARBITRATION AGREEMENT (EACH, A “CLAIM”), MUST BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS; AND (ii) YOU GIVE UP THE RIGHT TO TRIAL BY JURY AND PARTICIPATION AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY KIND WITH RESPECT TO ANY CLAIM. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE OPT-OUT PROCEDURES DESCRIBED IN SECTION 2(d), YOU WILL BE BOUND BY THE ARBITRATION AGREEMENT. BY AGREEING TO THE TERMS, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND EXPRESSLY AGREE TO THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

BY CLICKING A BUTTON OR CHECKING A BOX MARKED “I AGREE,” “SIGN UP,” “JOIN” OR SOMETHING SIMILAR INDICATING THAT YOU AGREE TO BE BOUND BY THE TERMS, REGISTERING FOR AN ACCOUNT WITHIN THE SERVICES, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU ARE ENTERING INTO THE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THE TERMS, IN WHICH CASE THE TERM “YOU” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES, AND YOU MUST UNINSTALL ANY COMPONENTS OF THE SERVICES FROM ANY DEVICE WITHIN YOUR CUSTODY OR CONTROL.

You confirm that you are:

• At least 18 years old (or the age of majority in your jurisdiction), or
• If accepting these Terms on behalf of a Clinic, duly authorized to bind that Clinic to these Terms.

You must not use the Services if prohibited by law.

2. Arbitration and Class Action Waiver
   • Mandatory Individual Arbitration

All disputes arising from or related to these Terms must be resolved through binding arbitration, not in court. An arbitrator, not a judge, will determine all disputes, including those related to the validity or enforceability of these Terms.

• Class Action and Jury Trial Waiver

By agreeing to these Terms, you waive your right to:

• A jury trial, and
• Participation in any class, collective, or representative action.

If any part of this waiver is ruled unenforceable, the entire Arbitration Agreement is void.

• Arbitration Process

• Notice of Claim – Before initiating arbitration, a party must send written notice outlining the dispute, relevant facts, and requested relief.
• Informal Resolution – The parties will attempt to resolve the dispute within 30 days.
• Arbitration Rules – If unresolved, arbitration will be conducted under the rules of the American Arbitration Association (AAA).
• Location – Arbitration hearings will be held in Austin, Texas, unless both parties agree otherwise.

If AAA refuses to administer arbitration, the parties will select another arbitration provider.

• Opt-Out Right

You may opt out of arbitration by sending written notice to Otto within 30 days of accepting these Terms. Opting out does not affect any other provisions.

• Survival

This Arbitration Agreement survives even after termination of your relationship with Otto.

• Dispute Resolution Outside Arbitration

You may:

• File a claim in small claims court if eligible.
• Seek injunctive relief for intellectual property disputes.

If arbitration is ruled unenforceable, disputes must be resolved in state or federal courts in Austin, Texas.

3. Additional Terms

Your use of Otto’s Services may be subject to additional terms depending on your role:

• Clinic Owners and Clinic Personnel – Certain provisions of these Terms apply specifically to your Clinic’s access to and use of the Paid Services and apply to you.
• Clients (Pet Owners) – Your Clinic’s Clients who access or use the Services do so under the separate Client Terms, which govern the relationship between Otto and each Client. These Terms and the Client Terms reference each other; each governs only the relationship between Otto and the party accepting it. Nothing in the Client Terms creates any obligation of Otto to you or modifies your obligations under these Terms.

By using the Services, you agree to Otto’s Privacy Policy.

4. Account Responsibilities

Certain Services require an account. You agree to:

• Provide accurate, up-to-date information.
• Maintain account security.
• Notify Otto immediately of unauthorized access.

You are responsible for all activity on your account.

5. Paid Services and Orders
   • Orders

You may access and use certain paid Services to facilitate your Clinic’s operations, including access to and use of the Otto online platform for management of client interactions, payment processing, or administration of a pet care program (collectively, “Paid Services”) by entering into an order with Otto for such access and use and paying Otto the fees as set forth in the applicable order (each, an “Order”). The Paid Services you may access and use are limited to those identified in the Order.

• Access to and Use of Paid Services

Subject to your compliance with the terms and conditions of the Terms in all material respects (including any limitations and restrictions set forth in the Order) and your payment of all fees in accordance with the payment terms set forth in the Order, Otto grants you a limited, non-exclusive, non-transferable, non-sublicensable, right to: (a) access and use the Paid Services only for performing functions on behalf of your Clinic; and (b) provide your employees and independent with access to and use of the Paid Services only for performing functions on behalf of your Clinic.

• Care Plan

If your Order specifies that Otto will administer a pet care plan on behalf of your Clinic, then Otto shall: (a) administer such pet care plan on behalf of your Clinic in accordance with the specifications for the plan as set forth in the Order; and (b) facilitate the execution of a contract between your Clinic and each Client signing up for the pet care plan with your Clinic (each, a “Care Plan Membership Agreement”). For the avoidance of doubt, Otto is not a party to any Care Plan Membership Agreement. You are solely responsible for providing the benefits specified in the pet care plan and otherwise fulfilling the obligations of the Clinic set forth in the pet care plan.

6. Communications & Text Messaging

By using the Services, you consent to receive communications via:

• Email, phone, or text messages, including:
• Transactional updates
• Service-related notices
• Promotional messages (opt-out available)

To unsubscribe from promotional messages, text STOP to Otto’s designated number.

7. Clinic Messaging; Telemarketing and Text Message Compliance
   • Clinic as Sender. The Services include features that allow your Clinic to send text messages, calls, emails, and other communications to your Clients. As between you and Otto, you are the sender and initiator of every communication that you or your personnel create, schedule, select recipients for, or send through the Services. You are solely responsible for the content of your communications and the accuracy of your recipient lists. Otto acts solely as a technology platform that transmits communications at your direction, and Otto does not control, and is not responsible for, the content, timing, recipients, or legality of your communications.
   • Required Consents. You represent, warrant, and covenant that, before initiating any communication to any individual through the Services, you have obtained and will maintain for so long as you use the Services all consents and authorizations required by applicable law for that communication, including, as applicable, the Telephone Consumer Protection Act (TCPA) and its implementing regulations, the Telemarketing Sales Rule (TSR) , state telemarketing, telephone solicitation, and text messaging laws, and federal and state Do-Not-Call rules. Where applicable law requires prior express written consent for marketing or promotional communications, you will obtain consent meeting that standard before sending any such communication through the Services.
   • Records of Consent. You will retain records sufficient to demonstrate each recipient’s consent (including the date, time, manner, and content of the consent) for no less than four (4) years after the consent is last relied upon, and you will provide those records to Otto promptly upon request.
   • Opt-Outs and Revocation. You will honor any opt-out request or revocation of consent within the time required by applicable law and will not send communications through the Services to any individual who has opted out or revoked consent, or whose telephone number is registered on any applicable federal or state Do-Not-Call list, absent a legally sufficient exemption or consent. You are solely responsible for maintaining, updating, and scrubbing your recipient lists.
   • Otto may suspend or restrict your Clinic’s access to messaging features immediately and without liability if Otto reasonably believes that your use of those features violates this Section, applicable law, or carrier or registry requirements, or in response to complaints, litigation, or a regulatory inquiry relating to your communications. This Section survives termination of these Terms.
8. Fees, Payments & Taxes

Some Services require payment. By providing payment information, you:

• Authorize Otto to charge applicable fees.
• Acknowledge Otto may use third-party payment processors.
• Are responsible for all applicable taxes.

Otto reserves the right to suspend access to Services for non-payment.

• Fees and Payments

You shall pay Otto the fees as set forth in the Order in accordance with the payment terms specified therein, plus any chargebacks associated with Clinic incurred by Otto, in each case without offset or deduction. If you fail to make any payment when due, without limiting Otto’s other rights and remedies: (i) Otto may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (ii) you shall reimburse Otto for all reasonable costs incurred by Otto in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees.

Otto will collect all payments made by Clients through the mobile application or other Client interface as reflected within the Services (e.g. per-consult fees, mobile application subscription fees, and other fees for products and services for Clients). Otto shall transfer such fees to you, provided that Otto may offset any such remittance for deductions or to satisfy amounts owned to Otto hereunder. You are solely responsible for any Taxes you may owe on amounts remitted to you in accordance with this Section 8.

• Payment Processing and Convenience Fees

You may use the Services to process payments for your Clinic, in which case Otto will process such payments on behalf of the Clinic as directed by the Clinic through the Services.

If you use the Services to process payments for your Clinic and you elect to impose a fee with respect to such transactions (including a surcharge for credit card transactions, discount for non-card transactions, convenience fee, service fee, or other similar type of fee) (collectively, “Convenience Fees”), you are solely responsible for ensuring that the Convenience Fees you assess and the manner in which you assess them complies with all applicable laws and regulations and Network Rules. As used herein, “Network Rules” means all guidelines, bylaws, rules, and regulations imposed by Visa, MasterCard, American Express, Discover, any affiliate or successor thereof, and any other payment card network, association, or company, that apply with respect to a transaction.

The laws and regulations of certain jurisdictions and certain Network Rules may prohibit or impose limitations on the assessment of Convenience Fees. In providing you with the means to assess Convenience Fees through the Services or otherwise assisting you with such implementation, Otto is not advising that your assessment of Convenience Fees is permissible under applicable laws, regulations, and Network Rules. You are solely responsible for understanding and complying with such laws, regulations, and Network Rules.

In assessing any Convenience Fees through the Service, you must comply with the following:

• You may not assess Convenience Fees for debit card transactions.
• You must clearly advise your customers of applicable Convenience Fees before assessing any such fees.
• You must clearly disclose the Convenience Fees you assess for any transaction in the applicable invoices and receipts for the transaction.
• The Convenience Fees you assess for a transaction may not exceed the fees you incur for processing the applicable credit card payment.

9. License Grant & Restrictions

Otto grants you a limited, non-transferable license to use the Services. You may NOT:

• Reverse-engineer, resell, or exploit the Services.
• Use them to develop competing products.
• Share access with unauthorized users.

10. Third-Party Content & Services

Otto is not responsible for third-party content or services linked within the Services. Separate terms may apply.

11. User Conduct

You agree not to:

• Post illegal, harmful, or misleading content.
• Interfere with the Services.
• Use bots, scrapers, or automated access methods.
• Violate applicable laws.

Otto may remove content that violates these Terms.

12. Intellectual Property
    • Your Content – You retain ownership but grant Otto a non-exclusive license to use it for providing the Services.
    • Otto’s Content – Otto owns all rights to the Services and related materials.

If you provide feedback or suggestions, Otto may use them without compensation.

13. Confidential Information

As used herein, “Confidential Information” means any information that a party discloses to the other party that the disclosing party (“Disclosing Party”) identifies in good faith as confidential or proprietary or, given the nature of the information or the circumstances surrounding its disclosure, the party receiving such information (“Receiving Party”) should reasonably understand to be confidential or proprietary. Receiving Party shall maintain Confidential Information in strict confidence, using the same degree of care that it uses to protect the confidentiality of its own confidential information of like nature, but in no case less than reasonable care. Receiving Party shall not use or disclose Confidential Information other than as necessary to exercise its rights or fulfill its obligations under the Terms. Receiving Party shall restrict access to and use of Confidential Information to its directors, officers, employees, contractors, agents, and legal and financial advisers who: (a) have a legitimate need to know Confidential Information; (b) are informed of the confidential nature of Confidential Information; and (c) are bound by obligations with respect to Confidential Information that are consistent with, and at least as restrictive as, those imposed by the Terms. The duties of confidentiality imposed by this Section 13 do not apply to any information to the extent that it: (i) is known or becomes known to the public in general, other than as a result of a breach of the Terms or any other confidentiality agreement; (ii) was known by or in the lawful possession of Receiving Party prior to receipt from Disclosing Party; (iii) is or has been independently developed or conceived by Receiving Party without use of or reference to Confidential Information; or (iv) is or has been provided or made known to Receiving Party by a third party without a breach of any obligation of confidentiality to Disclosing Party. Receiving Party may disclose Confidential Information as required to comply with the order of a governmental entity that has jurisdiction over Receiving Party or as otherwise required by law, provided that Receiving Party notifies Disclosing Party of such required disclosure in advance (to the extent permitted by law) to provide Disclosing Party with an opportunity to seek a protective order and takes reasonable steps to minimize the extent of any such required disclosure.

14. Data Processing

In the course accessing or using the Services, your Clinic may share certain information with Otto relating to Clients of your Clinic who access or use the Services to interact with your Clinic, including Personal Data, and Otto may collect and process such information on your Clinic’s behalf. The terms and conditions set forth in the Data Processing Addendum attached hereto as Exhibit A and incorporated within the Clinic Terms by reference (the “DPA”) shall apply with respect to both parties’ processing of such information. In the event of a conflict between the terms of the DPA and the Terms, the terms of the DPA will control.

15. Modifications to the Services

Otto may update, suspend, or discontinue any part of the Services at its discretion without liability. This includes:

• Adding, removing, or modifying features
• Restricting access to certain functionalities
• Implementing service updates or security fixes

Otto will attempt to provide notice when making major changes but is not obligated to do so.

16. Clinic Representations, Covenants and Warranties

YOU REPRESENT, WARRANT, AND COVENANT THAT: (I) YOU AND YOUR PERSONNEL HAVE AND SHALL MAINTAIN ALL NECESSARY VETERINARY LICENSURE, INCLUDING ANY REQUIRED FOR PROVIDING VET SERVICES, AND SHALL ABIDE BY ALL FEDERAL, STATE, AND LOCAL LAWS AND REGULATIONS APPLICABLE TO THE OPERATION OF YOUR BUSINESS AND THE PROVISION OF VET SERVICES; AND (II) ANY VETERINARIAN OR NURSE ADDED TO THE SERVICES FOR YOUR CLINIC MEETS THE LEGAL REQUIREMENTS TO PERFORM THE SERVICES RENDERED.

YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL FEDERAL, STATE, AND LOCAL LAWS AND REGULATIONS APPLICABLE TO THE OPERATION OF YOUR BUSINESS AND THE PROVISION OF VET SERVICES. AS BETWEEN YOU AND OTTO, YOU ARE SOLELY RESPONSIBLE FOR ANY VIOLATION OF SUCH LAWS OR REGULATIONS BY YOU OR YOUR CLINIC.

YOU ACKNOWLEDGE THAT YOUR CLIENTS’ ACCESS TO AND USE OF THE SERVICES IS GOVERNED BY THE SEPARATE CLIENT TERMS. YOU SHALL NOT MAKE ANY REPRESENTATION, WARRANTY, OR COMMITMENT TO ANY CLIENT ON OTTO’S BEHALF. YOU SHALL PRESENT TO CLIENTS, AND SHALL NOT ALTER, REMOVE, OR OBSCURE, ANY DISCLOSURES OR CONSENT LANGUAGE THAT OTTO REASONABLY REQUIRES IN CONNECTION WITH CLIENTS’ RECEIPT OF COMMUNICATIONS THROUGH THE SERVICES.

17. Indemnification

You agree to defend, indemnify, and hold Otto harmless from any claims, damages, or expenses (including attorneys’ fees) related to:

• Your use of the Services
• Your content and data
• Your violations of these Terms or applicable law
• Claims from third parties arising out of your conduct on the platform
• Communications sent through the Services by or on behalf of your Clinic, including any claim alleging violation of the TCPA, the Telemarketing Sales Rule, any state telemarketing, telephone solicitation, or text messaging law, any federal or state Do-Not-Call rule, or any other law governing communications, or alleging that a recipient did not consent (or revoked consent) to receive your communications

Otto reserves the right to assume the exclusive defense in any case where indemnification applies. You must cooperate in such a defense.

18. Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OTTO PARTIES EXPRESSLY DISCLAIM: (i) ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; AND (ii) ANY LOSS, DAMAGE OR OTHER LIABILITY ARISING FROM OR RELATING TO EXTERNAL MATERIALS, THIRD-PARTY COMPONENTS, OR ANY OTHER PRODUCTS OR SERVICES NOT PROVIDED BY OTTO.

THE OTTO PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO AND USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE.

OTTO DOES NOT OFFER AND DOES NOT PURPORT TO OFFER ANY VETERINARY, MEDICAL, LEGAL, ACCOUNTING, FINANCIAL, OR OTHER PROFESSIONAL ADVICE, INCLUDING ANY ADVICE FOR COMPLYING WITH ANY LAWS, RULES, REGULATIONS, BEST PRACTICES, OR OTHER REQUIREMENTS (COLLECTIVELY, “COMPLIANCE REQUIREMENTS”). YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHICH COMPLIANCE REQUIREMENTS ARE APPLICABLE TO YOU AND TAKING APPROPRIATE MEASURES TO COMPLY WITH SUCH REQUIREMENTS. OTTO DOES NOT REPRESENT OR WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ACCESS TO OR USE OF THE SERVICES WILL ENSURE THAT YOU COMPLY WITH ANY COMPLIANCE REQUIREMENTS.

YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL BE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ALL DATA AND RESULTS THAT YOU SUBMIT TO OR OBTAIN FROM THE SERVICES BEFORE TAKING OR OMITTING ANY ACTION BASED UPON SUCH DATA OR RESULTS AND FOR ENSURING YOUR COMPLIANCE WITH COMPLIANCE REQUIREMENTS.

19. Limitation of Liability

THE OTTO PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR COST OF COVER, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THE TERMS OR THE SERVICES, INCLUDING DAMAGES ARISING FROM OR RELATING TO ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF THE OTTO PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL THE OTTO PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE TERMS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES EXCEED THE GREATER OF $50 OR THE AMOUNT PAID BY YOU TO OTTO (IF ANY) FOR ACCESS TO OR USE OF THE SERVICES DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE.

NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION SHALL NOT APPLY TO: (i) YOUR INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS; (ii) ANY LIABILITY ARISING FROM YOUR BREACH OF THE SECTION TITLED “CLINIC MESSAGING; TELEMARKETING AND TEXT MESSAGE COMPLIANCE”; OR (iii) YOUR PAYMENT OBLIGATIONS UNDER ANY ORDER.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

20. Term, Suspension, and Termination
    • The term of your subscription to Paid Services will be as set forth in the Order.
    • Otto reserves the right to suspend your access to or use of Paid Services in the event of an Emergency Security Issue. Otto shall use commercially reasonable efforts to limit suspension to the minimum extent and duration necessary to eliminate the Emergency Security Issue. Otto further reserves the right to suspend your access to and use of Paid Services if any amount due from you under the Terms remains unpaid more than 10 days past its due date.
    • Notwithstanding anything to the contrary, either party may terminate your subscription to the Paid Services: (i) upon a material breach of the Terms by the other party if such breach remains uncured 30 days after the party gives the other party written notice of the breach; or (ii) by either party if the other party becomes insolvent or bankrupt; becomes the subject of any proceeding under bankruptcy, insolvency or debtor’s relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such party’s business.
21. Governing Law

These Terms are governed by the laws of the State of Texas, USA, without regard to conflict of laws principles. If arbitration is deemed unenforceable, disputes must be resolved in the state or federal courts located in Austin, Texas. By agreeing to these Terms, you consent to personal jurisdiction in Texas. Additionally, you waive any objections based on venue or forum non conveniens

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does NOT apply to these Terms.

22. Legal Compliance & Government Use
    • Export Compliance: You agree to comply with U.S. export laws, including the Export Administration Regulations (EAR) and sanctions from the Office of Foreign Assets Control (OFAC).
    • S. Government Use: If you are a U.S. government entity, the Services are provided as “commercial computer software” under applicable regulations.

You represent and warrant that you are not located in a sanctioned country or on a U.S. government restricted parties list.

23. Copyright Claims

Otto respects intellectual property rights. If you believe content on the Services infringes your copyright, please submit a DMCA takedown request to Otto’s Copyright Agent at:

Otto – DMCA Agent
2400 E Cesar Chavez St
Suite 320
Austin, TX 78702
United States

dmca@otto.vet

Your request must include:

• A description of the copyrighted work
• A description of the infringing material and its location
• Your contact details
• A statement that you have a good-faith belief that the use is unauthorized
• A statement that the information is accurate and you are authorized to act on behalf of the copyright owner
• Your signature (electronic or physical)

Otto reserves the right to terminate repeat infringers’ accounts.

24. Notices

All notices to Otto must be sent in writing to:

dmca@otto.vet

Otto may send you notices via:

• Email to your registered address
• Posting within the Services
• Physical mail (if applicable)

Notices are considered received upon delivery confirmation.

25. Entire Agreement & Severability

These Terms (including the DPA, any Order, and the Privacy Policy) constitute the entire agreement between you and Otto with respect to your Clinic’s access to and use of the Services and supersede all prior or contemporaneous understandings regarding that subject matter.

• No Waiver: Otto’s failure to enforce any right does not waive that right.
• Severability: If any part of these Terms is found unenforceable, the remainder remains in effect.
• Force Majeure: Otto is not liable for delays due to causes beyond its reasonable control (e.g., natural disasters, cyberattacks, legal changes).

26. Order of Precedence

In the event of any conflict between or among the DPA, these Terms, and the Order, each will prevail and govern in decreasing order of precedence as follows: (a) the DPA (solely with respect to the Processing of Clinic Personal Data); (b) these Terms; and (c) the Order. Within these Terms, any provision that applies specifically to Clinics and their access to or use of the Paid Services will control over any conflicting general provision.

Exhibit A: Data Processing Addendum

1. DEFINITIONS

Capitalized terms shall have the meanings set forth below or elsewhere in this DPA, or if not defined herein, shall have the meanings set forth elsewhere in the Agreement or in applicable Data Protection Laws.

“Anonymized Data” means data created by de-identifying Clinic Personal Data through a de-identification process that complies with applicable Data Protection Laws so that the data (a) does not identify, is not reasonably identifiable to, and cannot be linked to, a specific individual, (b) is not capable of being re-identified in a reasonable manner and (c) is not considered Personal Data under applicable Data Protection Laws.

“Clinic Personal Data” means any Personal Data that is submitted, disclosed, provided or otherwise made available to Otto by or on behalf of Clinic in connection with the Services.

“Data Protection Laws” means all data protection and privacy laws applicable to the respective Party in its role in the Processing of Personal Data under the Agreement.

“Personal Data” means: any information (a) linked or reasonably linkable to an identified or identifiable individual or (b) that is defined as “personally identifiable information”, “Personal Data”, “personal data” or similar terms under those Data Protection Laws applicable to such information.

“Process”, and variations thereof, means any operation or set of operations performed upon Clinic Personal Data, whether or not by automatic means.

“Pseudonymized Data” means Personal Data that cannot be attributed to a specific individual because the additional information that would allow the data to be attributed to a specific individual is kept separately and subject to appropriate technical and organizational measures to ensure that such Personal Data is not attributed to an identified or identifiable individual.

“Security Incident” means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Clinic Personal Data on systems managed or otherwise controlled by the applicable Party.

“Services” means the services to be provided by Otto to Clinic pursuant to the Agreement.

“Subprocessor” means any third party or Otto Affiliate engaged by Otto or its Affiliates to assist in fulfilling its obligations with respect to providing Services to Clinic.

2. ROLES AND SCOPE OF PROCESSING
   • With respect to the Processing of Clinic Personal Data pursuant to the Agreement, Clinic is the data “Controller” or “Business” or similar term under applicable Data Protection Laws and Otto is the “Processor” or “Service Provider” or similar term under applicable Data Protection Laws.
   • Clinic Responsibilities. Clinic shall disclose Personal Data to Otto only for the limited and specified purposes described in this DPA and shall comply with its obligations under Data Protection Laws with respect to its Processing of Personal Data and the Processing instructions it issues to Otto. Clinic represents, warrants, and covenants to Otto that, with respect to Otto’s Processing of Clinic Personal Data under the Agreement: (i) Clinic has (1) disclosed to all individuals whose Personal Data is part of the Clinic Personal Data (“Clinic Customers”) disclosed by Clinic to Otto all processing notices and privacy policies required under Data Protection Laws and (2) with respect to all Clinic Personal Data disclosed by Clinic to Otto, has obtained from all Clinic Customers all consents required under Data Protection Laws; (ii) Clinic’s disclosures and the consents described in clause (i) comply with Data Protection Laws; (iii) Clinic has all rights, permissions, and consents required under Data Protection Laws and any agreements between Clinic and any third party for Otto to Process such Clinic Personal Data in accordance with the Agreement; (iv) with respect to Clinic’s Processing of Clinic Personal Data provided by an individual through the Services, Clinic shall at all times comply with Otto’s Privacy Policy set forth at https://otto.vet/privacy-policy-2/; and (v) Clinic shall comply with all disclosures, policies, and consents described in this Section 2(b).
   • Scope of Processing. The scope, classification, purposes, and details of the Processing and the categories of Clinic Personal Data Processed by Otto are described in Schedule A attached hereto and hereby incorporated herein by reference. Clinic shall not provide or make available to Otto any Clinic Personal Data other than the categories of Clinic Personal Data set forth on Schedule A.
3. LIMITATIONS ON USE AND PROCESSING
   • Clinic Instructions. Otto shall Process Clinic Personal Data only for the purposes described in this DPA and only in accordance with Clinic’s documented lawful instructions and applicable Data Protection Laws. The Parties agree that the Agreement, including this DPA, sets out Clinic’s complete instructions to Otto with respect to Otto’s Processing of Clinic Personal Data in connection with the Services. Clinic Personal Data is being disclosed and may only be used for the limited and specific purposes set forth in this DPA or as otherwise permitted by the applicable Clinic Customer or household or by the Data Protection Laws applicable to the relevant Clinic Personal Data, including to provide the Services and to develop, improve, enhance, maintain, and repair the Services or Otto’s other products, services, or technology. If Otto has a legal obligation to disclose Clinic Personal Data to a third party, Otto shall notify Clinic to the extent permitted by applicable Law. If Otto believes that compliance with any Clinic instruction violates Data Protection Laws, Otto shall promptly notify Clinic.
   • Compliance with Laws. Otto shall Process Clinic Personal Data in compliance with the terms of this DPA and applicable Data Protection Laws. Otto shall, unless legally prohibited from doing so, inform Clinic in writing if it reasonably believes that there is a conflict between Clinic’s instructions and applicable Law. Notwithstanding anything to the contrary herein, Clinic has the right to take reasonable and appropriate steps to stop and remediate unauthorized Processing of Clinic Personal Data at any time.
   • Otto may subcontract the Processing of Clinic Personal Data to a Subprocessor in compliance with applicable Data Protection Laws and any conditions for subcontracting set forth in the Agreement. Without limitation of the foregoing, where appliable to the services to be provided by the Subprocessor, the agreement between Otto and the Subprocessor shall include obligations on Subprocessor consistent with the terms of this DPA.
   • Anonymized Data. Notwithstanding anything to the contrary herein, Clinic acknowledges and agrees that Otto may create Anonymized Data. Otto shall own all right, title, and interest in the Anonymized Data so created and shall be free to use such Anonymized Data without restriction; provided that, Otto shall use reasonable technical and organizational controls to ensure that such Anonymized Data cannot be associated with a natural person and shall publicly commit to maintaining and using such Anonymized Data without attempting to re-identify it.
4. SECURITY
   • Security Measures. Taking into account the nature and potential risks of the Processing, each Party shall implement and maintain reasonable technical and organizational security measures to ensure a level of security appropriate to the risk and which are designed to protect Clinic Personal Data while in such Party’s possession or control from Security Incidents and to preserve the security and confidentiality of such Clinic Personal Data. Otto’s measures shall comply with Otto’s security standards described in Schedule B, as applicable to the Services (“Security Measures”).
   • Otto shall ensure that each person Processing Personal Data on Otto’s behalf pursuant to the Agreement be subject to a duty of confidentiality with respect to such Processing.
   • Updates to Security Measures. Clinic is responsible for reviewing the information made available by Otto relating to the Security Measures and making an independent determination as to whether such Security Measures meet Clinic’s requirements and legal obligations under Data Protection Laws. Otto may update or modify the Security Measures from time-to-time; provided that, such updates and modifications do not result in a material degradation of the Services’ security as a whole.
   • Clinic Responsibilities. Clinic agrees that, except as set forth in Section 4(a) (Security Measures) and Section 4(g) (Security Incident Response), Clinic is responsible for ensuring a level of security appropriate to the risk in respect of its use of the Services in connection with Clinic Personal Data, including protecting its access credentials to the Services and protecting the security of Clinic Personal Data when in transit to and from the Services.
   • Security Reports and Audits.
     • Otto shall, from time to time, engage a qualified and independent third party to conduct an assessment of Otto’s policies and technical and organizational measures in support of its obligations under this DPA and Data Protection Laws, using an appropriate and accepted control standard or framework and assessment procedure for such assessments (an “Audit”).
     • At Clinic’s request no more than once every twelve (12) months, Otto shall provide to Clinic a summary (a “Report”) of the most recent Audit for the purposes of reviewing Otto’s compliance with this DPA and applicable Law.
     • If Clinic reasonably believes that a Report is insufficient to demonstrate Otto’s compliance, Otto shall provide written responses to Clinic’s reasonable requests for information, as reasonably necessary to demonstrate Otto’s compliance with this DPA; provided that, Clinic shall not be permitted to exercise this right more than once every twelve (12) months. All such summaries and responses to requests for information are Otto’s Confidential Information.
     • If Clinic reasonably believes that the information provided pursuant to Section 4(e)(iii) is insufficient to demonstrate compliance with this DPA, Clinic may, through an independent third party auditor reasonably acceptable to Otto, conduct an audit of Otto’s applicable records and processes solely for the purpose ofverifying Otto’s compliance with this DPA. Any such audit shall be conducted at Clinic’s expense, upon reasonable advance notice, during normal business hours, no more than once every twelve (12) months, and shall not unreasonably interfere with Otto’s business operations. All such audits shall be subject to Otto’s reasonable security and confidentiality requirements and all results of such audits are Otto’s Confidential Information.
   • International Operations. Otto may store and Process Clinic Personal Data in any countries where Otto, its Affiliates, or its Sub-processors maintain data processing operations.
   • Security Incident Response. Otto shall: (i) taking into account the nature of Otto’s Processing of Clinic Personal Data and the information available to Otto, notify Clinic of any Security Incident affecting Otto’s systems of which it becomes aware, without undue delay; (ii) provide timely information relating to such Security Incident as it becomes known or as Clinic reasonably requests; and (iii) promptly take reasonable steps to contain, investigate, and mitigate such Security Incident. Except to the extent otherwise provided by applicable Data Protection Laws, (1) Clinic is solely responsible for its compliance with Security Incident notification laws applicable to Clinic and for fulfilling any third-party notification obligations related to any Security Incidents required by Data Protection Laws and (2) the Parties shall coordinate in good faith on developing the content of any related public statements or required notices to affected data subjects or relevant regulatory or supervisory authorities.
5. UPDATES TO THE DPA

If there are changes to applicable Data Protection Laws that may require changes to this DPA, the Parties shall negotiate in good faith appropriate updates to this DPA; provided however, that if, in Otto’s sole discretion, any required updates to this DPA make it commercially unreasonable or impractical for Otto to continue to provide the Services under the Agreement, Otto may terminate the Agreement without liability as of the date specified in its notice of termination.

6. JURISDICTION-SPECIFIC TERMS
   • Jurisdiction Specific Schedules. If Data Protection Laws impose additional or different terms and conditions on Processing Clinic Personal Data than those set forth in the main body of this DPA, the Parties shall negotiate and attach a “Jurisdiction Specific Schedule” which shall set forth such additional or different terms. The terms set forth in the applicable Jurisdiction Specific Schedule shall apply solely with respect to Clinic Personal Data subject to the Data Protection Laws of such jurisdiction. If there is a conflict between the Agreement, including this DPA, and the portion of a Jurisdiction Specific Schedule applicable to the Clinic Personal Data at issue, the portion of the Jurisdiction Specific Schedule applicable to that Clinic Personal Data shall control with respect thereto.
   • Clinic is solely responsible for determining which Data Protection Laws apply to the Processing of Clinic Personal Data under the Agreement and for informing Otto of its determination. Without limitation of the foregoing, if Clinic believes Clinic Personal Data is Processed within the scope of Data Protection Laws of additional jurisdictions not set forth on a Jurisdiction Specific Schedule attached to this DPA, Clinic shall promptly notify Otto and the Parties shall negotiate in good faith an additional Jurisdiction Specific Schedule to cover such Processing, which shall then be incorporated into this DPA; provided however, that if, in Otto’s sole discretion, the terms of any required additional Jurisdiction Schedule would make it commercially unreasonable or impractical for Otto to continue to provide the Services under the Agreement, Otto may terminate its provision of the affected Services without liability as of the date specified in its notice of termination.
   • S. States. Schedule B (U.S. States) sets forth terms that apply to the Processing of Clinic Personal Data of consumers who reside within those states.
7. RELATIONSHIP WITH THE REST OF THE AGREEMENT
   • DPA Controls. If there is any conflict between the terms of this DPA and the rest of the Agreement, this DPA shall control with respect to the Processing of Clinic Personal Data.
   • Without limiting either of the Parties’ obligations under the Agreement, Clinic shall be solely responsible, and shall indemnify, defend, and hold harmless Otto, from any Losses, including without limitation, regulatory fines or penalties incurred by Otto, arising as a result of or in connection with Clinic’s breach of its obligations under this DPA or applicable Data Protection Laws. Except as set forth in the foregoing sentence, the liability of each Party under this DPA shall be subject to the exclusions and limitations of liability set out in the Agreement.
   • Third Party Rights. In no event shall this DPA or any Party to this DPA restrict or limit the rights of any data subject or of any competent supervisory authority.
   • Choice of Law. Except as otherwise set forth in a Jurisdiction Specific Schedule, this DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the main body of the Agreement, unless required otherwise by applicable Data Protection Laws.
   • The term of this DPA shall terminate automatically with the termination or expiry of the Agreement, subject to additional provisions in any Schedule attached hereto.
   • Return of Clinic Personal Data. Upon Clinic’s written request, Otto shall delete or return all Clinic Personal Data provided by Clinic, unless retention of such Personal Data is required or authorized by applicable Law or the Agreement. Clinic acknowledges that if it requests the return of Clinic Personal Data prior to the completion of the Services, Otto may be unable to perform the Services and such nonperformance shall not be deemed a breach of this Agreement. All retained Clinic Personal Data shall remain subject to the terms of this DPA and Data Protection Laws.

Schedule A

Description of the Services

Otto is a comprehensive customer engagement platform that helps veterinary clinics streamline communications, improve clinic profitability, and increase customer satisfaction. It offers appointment scheduling and management, payment services, and a communication platform for the vet clinic to interact with its customers regarding healthcare for their pets.

Categories of data subjects whose Personal Data is Processed

• Vet clinic customers
• Vet clinic staff

Categories of Personal Data Subject to Processing

• Personal Identifiers and account credentials
• Demographic data
• Payment and transaction data:
• Data regarding interactions with the Services
• Text, photos and other content related to pet healthcare management

Nature, purpose, and duration of the processing, including the specific business purposes for such processing

Clinic Personal Data of the types listed above is collected for the purpose of providing the Services to Clinic’s customers and facilitating Clinic staff’s interactions with Clinic’s customers and the Services.

Clinic Personal Data shall be retained by Otto for the time required to perform the Services and thereafter, as required to comply with applicable law and reporting obligations.

Schedule B

United States Jurisdictions

For the purposes of this Schedule B, the terms “Consumer,” “Controller,” “Personal Data,” “Processing,” and “Company” shall have the meanings set forth in the applicable Data Protection Laws and all references to “data subject” in the DPA shall be deemed to be references to “Consumer” as defined in the applicable Data Protection Laws.

California

Colorado

Connecticut

Delaware

Indiana

Iowa

Kentucky

Maryland

Minnesota

Montana

Nebraska

New Hampshire

New Jersey

Oregon

Rhode Island

Tennessee

Texas

Utah