PLEASE READ CAREFULLY. By accessing or using the Maxly web application (https://maxly.vet), Chrome browser extension, iOS or Android mobile applications, application programming interfaces, documentation, or any associated services (collectively, the "Platform"), you (the "Subscriber," "you," or "your") agree to be bound by these Terms and Conditions (the "Terms" or "Agreement"), our [Privacy Policy], our [Notice of Privacy Practices] (where applicable), and any Business Associate Agreement ("BAA") entered into with you. If you do not accept every provision of these Terms, you must not access or use the Platform. These Terms form a legally binding contract between you and Maxly Vet Technologies Inc., a corporation incorporated under the Canada Business Corporations Act (CBCA) and doing business as Maxly ("Maxly Vet Technologies Inc.," "we," "us," or "our"). "Maxly" is a trade name used by Maxly Vet Technologies Inc. to refer to the Platform and related services.

The Platform is intended solely for use by licensed veterinary professionals and their authorized staff in the United States and Canada. By registering, you represent and warrant that you hold all licenses, permits, certifications, and professional credentials required under applicable U.S. or Canadian law to deliver veterinary services in the jurisdictions in which you practice, and that such credentials are current and in good standing.

You must be at least 19 years of age (or the age of majority in your jurisdiction, if higher) to create an account or use the Platform.

You agree to provide and maintain accurate, current, and complete information during registration and throughout your use of the Platform. You are solely responsible for safeguarding your login credentials and for all activities under your account, whether authorized or not. You must notify Maxly Vet Technologies Inc. immediately at hello@maxly.vet of any unauthorized use, security breach, or suspected compromise of your account.

Maxly Vet Technologies Inc. reserves the right to suspend or terminate your account if we suspect fraudulent, unauthorized, or illegal activity, or if you fail to comply with these Terms. You are responsible for ensuring that your Authorized Users (defined as your employees or contractors who access the Platform on your behalf) comply with these Terms.

For purposes of these Terms:

The Maxly Platform, operated by Maxly Vet Technologies Inc., provides artificial intelligence-powered tools that transcribe interactions between veterinary providers and clients regarding their animal patients, generate structured clinical notes (e.g., SOAP notes), and support custom note structures via Custom Templates to streamline documentation. The Platform is designed to assist, not replace, professional judgment.

The Platform is not a medical device, diagnostic tool, or clinical decision support system. You are solely responsible for verifying the accuracy, completeness, and clinical appropriateness of all Platform Outputs before use in patient care or otherwise. Maxly Vet Technologies Inc. does not guarantee the accuracy, reliability, or suitability of any Output.

The Platform includes the Maxly AI Clinical Assistant, a chatbot feature providing up-to-date clinical information and referenced sources from third-party providers to assist veterinary clinicians with clinical questions. The Maxly AI Clinical Assistant is for informational purposes only and is not intended to diagnose, treat, cure, or prevent any disease or health condition in animals. You are solely responsible for any clinical conclusions or treatment decisions based on information provided by the Maxly AI Clinical Assistant. Maxly Vet Technologies Inc. disclaims all liability for any harm or damage arising from your use of this feature or reliance on third-party content, including any inaccuracies or errors in such content.

The Platform operates in a secure, cloud-hosted environment in Canada and the United States, following all applicable data protection requirements for each region. Data is encrypted in transit and at rest using robust, industry-standard protocols. Maxly Vet Technologies Inc. may update or modify its infrastructure as needed to ensure ongoing security, privacy, and optimal performance.

Subject to your compliance with these Terms and timely payment of all applicable fees, Maxly Vet Technologies Inc. grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to authorize your Authorized Users to access and use the Platform (including the web application, Chrome browser extension, and iOS/Android mobile applications) solely for your internal clinical or administrative purposes in connection with your veterinary practice in the United States or Canada.

You shall not (and shall not permit any third party, including Authorized Users, to): (a) Reverse-engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Platform; (b) Copy, modify, adapt, or create derivative works of the Platform or any part thereof; (c) Rent, lease, sell, sublicense, timeshare, or otherwise make the Platform available to third parties, except to clients in the ordinary course of veterinary care as permitted by these Terms; (d) Scrape, harvest, or extract data from the Platform except through documented features or APIs; (e) Use the Platform to develop, train, or improve any competing product or service; (f) Introduce viruses, malware, spyware, Trojan Horses, or other harmful code to the Platform; (g) Circumvent or disable any security or technological features of the Platform; (h) Use the Platform in any manner that violates applicable U.S. or Canadian laws, regulations, professional codes of conduct, or third-party rights, including uploading or processing Part 2 Data; (i) Use automated means (e.g., spiders, robots, crawlers) to download or scrape data, except for Internet search engines or non-commercial public archives complying with our robots.txt file; (j) Create multiple accounts to obtain additional free trials or avoid fees; or (k) Use the Platform for any purpose not expressly permitted by these Terms.

Any use of the Platform beyond the scope of the license granted in Section 3.1 is strictly prohibited and may result in immediate termination of your access and legal action by Maxly Vet Technologies Inc.

Maxly Vet Technologies Inc. may offer a time- or usage-limited free trial at its sole discretion, limited to evaluating the Platform for potential subscription purchase. Trials are provided "as-is" without any warranties, express or implied, and may be modified, suspended, or terminated at any time without notice or liability. During the trial, you may not use the Platform for competitive analysis, commercial, professional, or for-profit purposes.

Continued access to the Platform after any trial period requires a paid subscription (e.g., "Maxly Pro") purchased through our web application. In-app purchases via mobile apps are not supported. Subscription details, including features and limitations, are provided at the time of purchase.

Subscriptions renew automatically at the end of each billing cycle unless cancelled through your account settings at least 24 hours before renewal. Fees are billed in advance and are non-refundable, except as required by applicable U.S. or Canadian law. No prorated refunds will be provided for partial billing periods. You may cancel by visiting your account billing page or emailing hello@maxly.vet.

Maxly Vet Technologies Inc. may modify subscription fees at any time with at least 30 days' prior notice via email or the Platform. Continued use of the Platform after the effective date of a price change constitutes your acceptance of the new fees.

All fees are exclusive of applicable U.S. federal, state, or local taxes, or Canadian federal, provincial, or local taxes, levies, or duties, which are your sole responsibility unless otherwise stated.

You must notify Maxly Vet Technologies Inc. of any billing disputes within 30 days of the charge. Failure to pay undisputed fees may result in suspension or termination of your access without further notice. Payments are processed through a third-party payment processor, and you agree to provide current, complete, and accurate payment information, updating it promptly as needed (e.g., changes in billing address, credit card number, or expiration date).

You retain all ownership rights in Customer Data, including Custom Templates and Output. You grant Maxly Vet Technologies Inc. a non-exclusive, worldwide, fully paid-up, royalty-free license, with the right to sublicense, to host, store, process, transmit, and display Customer Data: (i) during the term of this Agreement to provide, maintain, and improve the Platform; (ii) for internal business purposes, including analyzing and enhancing the Platform's functionality; and (iii) to train AI models to improve accuracy, efficiency, and quality (e.g., speaker diarization, note structuring), provided such use for AI training is on an anonymized or de-identified basis unless you opt-in via Platform settings to allow use of Custom Templates or specific Output for training.

With your opt-in consent via Platform settings, Maxly Vet Technologies Inc. may process Voice Data to create speaker profiles for diarization and identification, enabling the Platform to attribute speakers (client and provider) in Patient Recordings. You represent and warrant that you have obtained all necessary consents from clients and Authorized Users for processing Voice Data, in compliance with applicable U.S. and Canadian laws.

You may create and modify Custom Templates to tailor the structure and style of Output. With your opt-in consent via Platform settings, Maxly Vet Technologies Inc. may use Custom Templates and associated Output to train AI models to improve the Platform's functionality, linked to your account ID. You retain ownership of Custom Templates, but grant Maxly Vet Technologies Inc. a non-exclusive, worldwide, royalty-free license to use them as described in Section 5.1.

Where Customer Data includes sensitive health or personal information (including Protected Health Information ("PHI") as defined under the Health Insurance Portability and Accountability Act ("HIPAA") or applicable Canadian law), Maxly Vet Technologies Inc. will handle such data in accordance with all relevant legal requirements, our Privacy Policy, and our Notice of Privacy Practices (where we act as a Business Associate). You represent and warrant that you have obtained all necessary consents, authorizations, and legal rights to submit Customer Data to the Platform — including client consent for recording sessions, processing health information relating to animal patients, and handling voice data — and that you will maintain records of such consents as required.

You are solely responsible for ensuring that your use of the Platform complies with all applicable laws and regulations in your region, including those governing health information privacy and security. You further represent and warrant that you and your Authorized Users will not use the Platform to process any data subject to heightened or special legal protections, unless you have independently verified that such use is appropriate. Maxly Vet Technologies Inc. implements safeguards designed to support compliance with relevant privacy and security requirements, but does not guarantee that the Platform will meet all regulatory obligations for your particular use case or jurisdiction. You assume all risks related to compliance, and must independently verify that the Platform meets your specific needs. Maxly Vet Technologies Inc. disclaims any liability arising from your or your Authorized Users' use of the Platform in a manner that fails to comply with applicable laws or regulations.

Maxly Vet Technologies Inc. may engage third-party service providers to support certain aspects of the Platform's functionality, such as data hosting, processing, or analytics. All such service providers are required to comply with applicable privacy and security requirements and to maintain safeguards consistent with those of Maxly Vet Technologies Inc. Maxly Vet Technologies Inc. is not responsible for the acts or omissions of its service providers, provided they are engaged in accordance with relevant legal obligations. A list of third-party service providers is available upon request at hello@maxly.vet.

Maxly Vet Technologies Inc. may create De-Identified Data from Customer Data and use or disclose such De-Identified Data to third parties at its discretion, as it does not constitute PHI or personal information. Maxly Vet Technologies Inc. may also use Customer Data and Usage Data in an anonymized, aggregated form (Aggregate Data) to operate, maintain, manage, and improve the Platform and related services. Aggregate Data does not identify you or any individual, and you agree that Maxly Vet Technologies Inc. may collect, use, publish, sell, or otherwise exploit such Aggregate Data.

Upon written request and provided your account is in good standing, Maxly Vet Technologies Inc. will, to the extent required by law or the BAA: (i) provide an export of Customer Data in a standard, machine-readable format; or (ii) delete Customer Data, except for backups retained for up to 30 days or as required by U.S. or Canadian law (including, where applicable, HIPAA retention requirements for certain records). Maxly Vet Technologies Inc. is not obligated to provide data exports if your account is suspended or terminated due to non-payment or breach of these Terms.

You may configure Platform settings to: (i) delete Patient Recordings immediately after processing; or (ii) retain Patient Recordings and other Customer Data for either 30 days from submission or for the term of this Agreement. After the selected retention period, Maxly Vet Technologies Inc. will delete Customer Data, except for backups retained for up to 7 additional days, which will be deleted per our data retention policies. You are solely responsible for selecting and managing these retention settings.

Maxly Vet Technologies Inc. implements and maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, alteration, disclosure, or destruction, in accordance with industry standards and applicable U.S. and Canadian laws. You acknowledge that no security measures are infallible, and you are responsible for implementing your own safeguards to protect sensitive data.

Maxly Vet Technologies Inc. may monitor usage of the Platform to ensure compliance with these Terms, improve functionality, or comply with legal obligations. Such monitoring will be conducted in accordance with applicable U.S. and Canadian privacy laws and the BAA (if applicable).

Maxly Vet Technologies Inc. and its licensors retain all right, title, and interest in and to the Platform, including all software, algorithms, AI models, user interfaces, documentation, De-Identified Data, Aggregate Data, Usage Data, and related intellectual property rights. No rights are granted except as expressly set forth in these Terms.

"Maxly," the Maxly logo, and other marks are trademarks or service marks of Maxly Vet Technologies Inc. You may not use our trademarks, logos, or branding without prior written consent from Maxly Vet Technologies Inc.

Any feedback, comments, or suggestions you provide regarding the Platform ("Feedback") may be used by Maxly Vet Technologies Inc. without restriction, compensation, or attribution. You grant Maxly Vet Technologies Inc. a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, and incorporate Feedback into the Platform or other products. You agree not to include confidential information in Feedback.

The Platform may integrate with or rely on third-party services (e.g., identity providers, mobile app stores, or data sources for the Maxly AI Clinical Assistant) or incorporate open-source software. Your use of third-party services is governed by their respective terms, and Maxly Vet Technologies Inc. is not responsible for the performance, availability, accuracy, or content of third-party services or software. Open-source components are provided under their respective licenses, available upon request.

THE PLATFORM, OUTPUT, MAXLY AI CLINICAL ASSISTANT, CHROME BROWSER EXTENSION, AND MOBILE APPS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR COMPLIANCE WITH ANY SPECIFIC LEGAL OR REGULATORY REQUIREMENTS. MAXLY VET TECHNOLOGIES INC. DOES NOT GUARANTEE THAT THE PLATFORM, MAXLY AI CLINICAL ASSISTANT, CHROME BROWSER EXTENSION, OR MOBILE APPS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT THE PLATFORM AND MAXLY AI CLINICAL ASSISTANT ARE NOT SUBSTITUTES FOR PROFESSIONAL JUDGMENT AND THAT YOU ASSUME ALL RISKS ASSOCIATED WITH THEIR USE, INCLUDING ANY RISKS RELATED TO LEGAL OR REGULATORY COMPLIANCE OR RELIANCE ON THIRD-PARTY CONTENT. ANY DECISIONS OR ACTIONS TAKEN BASED ON INFORMATION PROVIDED BY THE PLATFORM OR MAXLY AI CLINICAL ASSISTANT ARE AT YOUR SOLE DISCRETION AND RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAXLY VET TECHNOLOGIES INC., ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THE PLATFORM, OUTPUT, MAXLY AI CLINICAL ASSISTANT, CHROME BROWSER EXTENSION, MOBILE APPS, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MAXLY VET TECHNOLOGIES INC.'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF CAD $100 OR THE FEES PAID BY YOU TO MAXLY VET TECHNOLOGIES INC. IN THE SIX (6) MONTHS PRECEDING THE CLAIM. SOME U.S. STATES AND CANADIAN PROVINCES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

You agree to defend, indemnify, and hold harmless Maxly Vet Technologies Inc., its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your or your Authorized Users' breach of these Terms; (b) your or your Authorized Users' use or misuse of the Platform, Output, Maxly AI Clinical Assistant, Chrome browser extension, or Mobile Apps; (c) Customer Data, including any claim that it infringes or violates third-party rights; (d) your or your Authorized Users' violation of any applicable laws, regulations, or professional obligations; or (e) your or your Authorized Users' negligence, willful misconduct, or fraud. Maxly Vet Technologies Inc. reserves the right, at your expense, to assume control of the defense and settlement of any claim subject to indemnification, provided you cooperate fully at your expense.

You may terminate your subscription at any time via your account settings or by emailing hello@maxly.vet. Termination is effective at the end of the current billing period, and no refunds will be provided for any unused portion of the subscription term.

Maxly Vet Technologies Inc. may suspend or terminate your access to the Platform immediately, without prior notice or liability, for any reason, including but not limited to: (i) material breach of these Terms; (ii) non-payment of fees; (iii) suspected or actual violation of applicable U.S. or Canadian law or professional standards; (iv) to protect the security, integrity, or availability of the Platform; or (v) to comply with legal or regulatory requirements.

Upon termination or suspension, all license rights granted to you cease immediately, and you must cease all use of the Platform, Chrome browser extension, and Mobile Apps. Maxly Vet Technologies Inc. may delete or restrict access to Customer Data, except as required by U.S. or Canadian law or the BAA. Within 30 days of termination, upon your written request, we will reasonably assist with exporting Customer Data in our possession in a mutually agreeable format, subject to your account being in good standing. Sections 5 (Data; Privacy; Security), 6 (Intellectual Property), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 12 (Governing Law), 13 (Dispute Resolution), and 14 (Miscellaneous) shall survive termination.

Maxly Vet Technologies Inc. may modify the Platform or these Terms at any time. Material changes to the Terms will be communicated via email or the Platform at least 30 days before taking effect, unless immediate changes are required to comply with U.S. or Canadian law or protect the Platform. Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the revised Terms.

You agree to first contact Maxly Vet Technologies Inc. at hello@maxly.vet to attempt to resolve any dispute informally. Most issues can be resolved quickly through direct communication.

Any dispute not resolved informally within 30 days shall be resolved by confidential, binding arbitration under the ADR Institute of Canada's Arbitration Rules. The arbitration shall be conducted in Toronto, Ontario, by a single arbitrator. The language of arbitration shall be English. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Each party shall bear its own costs for filing, administrative, and arbitrator fees, unless otherwise determined by the arbitrator.

You agree to resolve disputes solely on an individual basis. Class arbitrations, class actions, or representative actions are expressly prohibited, and you waive any right to participate in such proceedings.

You acknowledge that a breach or threatened breach of our intellectual property rights or confidential information may cause irreparable harm, entitling Maxly Vet Technologies Inc. to seek injunctive relief from any court of competent jurisdiction without waiving other remedies. You irrevocably consent to the jurisdiction of Ontario courts for such actions.

You represent and warrant that your use of the Platform complies with all applicable laws, regulations, and professional standards in your jurisdiction. You further represent that neither you nor your Customer Data are subject to any sanctions or export restrictions that would prohibit your use of the Platform. You are solely responsible for ensuring compliance with all relevant laws and requirements applicable to you and your use of the Platform.

Neither party shall be liable for any delay or failure to perform obligations under these Terms due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, wars, terrorism, labor disputes, governmental actions, or internet or infrastructure failures.

These Terms, the Privacy Policy, the BAA (if applicable), and any order forms constitute the entire agreement between you and Maxly Vet Technologies Inc. and supersede all prior or contemporaneous agreements, whether written or oral.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

You may not assign or transfer this Agreement or any rights hereunder without Maxly Vet Technologies Inc.'s prior written consent. Maxly Vet Technologies Inc. may assign this Agreement without restriction, including in connection with a merger, acquisition, or sale of assets.

Failure by Maxly Vet Technologies Inc. to enforce any provision of these Terms shall not constitute a waiver of that provision or any other right.

Notices to Maxly Vet Technologies Inc. must be sent in writing to hello@maxly.vet (or privacy@maxly.vet for privacy- or HIPAA-related inquiries). Notices to you will be sent to the email address associated with your account. Notices are deemed received when delivered by (i) personal delivery, (ii) registered or certified mail, or (iii) email with confirmation of receipt.

Section headings are for convenience only and do not affect the interpretation of these Terms.

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