Terms of Service

These Terms of Service (“Terms”) govern access to and use of the websites, mobile application, veterinary-clinic dashboard, and other services provided by Cairn Pet Health LLC (“Cairn,” “we,” “us,” or “our”) that link to these Terms (collectively, the “Services”).

Cairn Pet Health LLC is a Colorado limited liability company located at:

Cairn Pet Health LLC
1212 Country Acres Ct
Johnstown, CO 80534
United States

Questions about these Terms may be sent to [email protected] or directed to the contact information in Section 29.

Agreement to these Terms

If you create a Cairn account, click or tap a button or checkbox indicating acceptance of these Terms, complete a Clinic signup or subscription process that presents these Terms for acceptance, or otherwise affirmatively agree to these Terms, you agree to be bound by them.

If you accept these Terms on behalf of a veterinary clinic, company, or other organization, you represent that you have authority to bind that organization. In that circumstance, “you” includes the organization where applicable.

If you do not agree to these Terms, do not create or continue using an account that requires acceptance of them.

Public portions of Cairn’s website may also be subject to applicable provisions of these Terms concerning intellectual property, acceptable use, disclaimers, and other site-use matters, but Cairn does not rely solely on passive website browsing as assent to paid-subscription or arbitration obligations.

The Services are intended only for persons age 18 or older. Persons under 18 may not create an account or use the Services.

The Services are currently offered for use in the United States. Accessing a website or application from another jurisdiction does not mean Cairn offers the Services there or represents that the Services satisfy that jurisdiction’s legal, regulatory, veterinary-practice, consumer-protection, or privacy requirements.

1. What Cairn is

Cairn is software designed to help pet owners and veterinary teams collect, organize, review, and follow companion-animal information over time.

Depending on the features used, the Services may allow users to:

• create owner and pet profiles;
• record medications, weight, respiratory rate, seizure information, wellbeing information, and other observations;
• complete condition-specific surveys or check-ins;
• view trends, scores, findings, and longitudinal changes generated by Cairn;
• link pets with participating veterinary clinics;
• allow authorized veterinary personnel to review information submitted through Cairn;
• receive reminders and transactional notifications;
• use clinic workflow and patient-monitoring tools; and
• use other features Cairn makes available from time to time.

Cairn may calculate scores, findings, trends, attention states, or other outputs using deterministic software rules. These outputs are tools for organizing and presenting information. They are not a diagnosis, prescription, veterinary examination, or independent medical judgment by Cairn.

2. Cairn is not a veterinary provider or emergency service

Cairn provides software. Cairn Pet Health LLC is not your veterinarian, does not practice veterinary medicine, and does not establish a veterinarian-client-patient relationship (“VCPR”).

A veterinary clinic or veterinarian may use Cairn to support veterinary care, including asynchronous communication or veterinary telehealth where lawful. Any veterinary services are provided by the applicable veterinary professional or Clinic, not by Cairn. Cairn does not supervise, direct, or control a veterinary professional’s independent clinical judgment.

Cairn does not:

• diagnose disease;
• prescribe medications or treatment;
• independently determine whether a pet should receive veterinary treatment;
• establish or verify a VCPR on behalf of a Clinic;
• replace an in-person veterinary examination when one is appropriate;
• provide emergency veterinary services;
• continuously monitor information submitted through the Services; or
• guarantee that a veterinarian, Clinic employee, Cairn employee, or other person will review submitted information within any particular time.

Labels such as “Immediate Review,” “red,” “yellow,” “green,” or similar attention states organize information within the Services. An “Immediate Review” label does not mean that a veterinarian or Cairn employee is currently viewing the information or that real-time response or emergency intervention will occur.

Data recorded in Cairn is not monitored continually. The Services are not a substitute for veterinary examinations or direct communication with a veterinary professional. If your pet is in distress, may be experiencing an emergency, or requires urgent care, contact your veterinarian or an appropriate emergency veterinary provider directly. Do not wait for a Cairn notification, alert, message, or response.

Pet owners remain responsible for deciding when to contact a veterinary professional. Veterinary professionals and Clinics remain responsible for their own clinical decisions, professional obligations, and standard of care.

3. Veterinary Clinics and professional responsibilities

If you use Cairn on behalf of a veterinary Clinic or as a veterinary professional, you are responsible for using the Services consistently with applicable veterinary laws, regulations, professional standards, and Clinic policies.

The Clinic is responsible for, as applicable:

• determining whether a valid VCPR exists when required;
• determining whether veterinary telehealth, telemedicine, asynchronous communication, or other remote care is legally and professionally appropriate;
• ensuring only authorized personnel receive Clinic access;
• assigning appropriate roles and permissions;
• promptly removing or modifying access when personnel leave or change roles;
• making all clinical judgments and treatment decisions;
• deciding when an in-person examination or diagnostic testing is necessary;
• maintaining veterinary records required by applicable law or professional rules;
• obtaining any legally required client consents or authorizations that are the Clinic’s responsibility; and
• independently reviewing information necessary to provide veterinary care.

Cairn may provide a workflow in which a Clinic user attests that a valid VCPR exists. That workflow is an administrative record and does not shift responsibility for establishing or maintaining a lawful VCPR from the veterinary professional or Clinic to Cairn.

4. Accounts and account security

You must provide accurate, current, and complete information when creating or maintaining an account.

You are responsible for:

• safeguarding your login credentials;
• maintaining reasonable security over devices and accounts used to access Cairn;
• promptly updating inaccurate account information;
• promptly notifying Cairn if you know or reasonably suspect that your account has been accessed without authorization; and
• activity performed through your account to the extent caused by your failure to safeguard access credentials or authorized users.

You may not impersonate another person, create an account for a person without authority, or misrepresent your professional role or authority.

Clinic administrators are responsible for the accounts, permissions, and seats they authorize within their organization.

Cairn may require authentication, email verification, reauthentication, or other reasonable security measures before allowing access to certain functions.

5. Owner accounts and Clinic relationships

An owner may create and use a Cairn account without initially linking a pet to a participating veterinary Clinic.

Linking a pet to a Clinic may allow authorized Clinic personnel to access information relating to that pet as described in the Services and Cairn’s Privacy Policy.

A request to link a pet to a Clinic may require Clinic confirmation and may require consent or acknowledgment relating to veterinary telehealth or other Clinic-specific workflows.

A Clinic relationship in Cairn does not by itself guarantee:

• that the Clinic has accepted the pet as a patient;
• that a VCPR exists;
• that any particular veterinarian will review the pet’s information;
• that a Clinic will respond through Cairn; or
• that the Clinic will continue using Cairn.

Clinic subscription cancellation, suspension, or termination does not by itself delete an owner’s separate Cairn account or information that Cairn lawfully maintains independently of the Clinic relationship.

6. User Content and veterinary information

“User Content” means information, text, notes, communications, veterinary information, pet information, files, or other content that you submit to or through the Services.

As between you and Cairn, you retain whatever ownership or other rights you lawfully have in your User Content. These Terms do not transfer ownership of your veterinary records, pet information, or other User Content to Cairn.

You grant Cairn a non-exclusive, worldwide, royalty-free license to host, store, reproduce, format, transmit, display to authorized recipients, and otherwise Process User Content only as reasonably necessary to:

• provide and operate the Services;
• make information available to persons you or your Clinic authorize through the Services;
• maintain, secure, troubleshoot, and support the Services;
• comply with lawful requests and legal obligations;
• exercise or defend legal rights; and
• perform another use that you separately authorize.

This license lasts only for as long as reasonably necessary for those authorized purposes and any lawful retention period applicable to the information. It does not give Cairn ownership of User Content.

This general User Content license does not by itself authorize Cairn to use Clinic Personal Data for independent research or to use optional Research Data Contribution information for a purpose beyond the separate research authorization described in Section 8.

You represent that you have the rights and authority reasonably necessary to provide the User Content you submit and to permit Cairn to Process it as described in these Terms.

Do not submit information about another person unless you are authorized to do so. Do not include unnecessary human-sensitive information in free-text fields or support communications.

User Content is not intended to be publicly posted through the ordinary Cairn Services.

7. Feedback

If you voluntarily provide Cairn with suggestions, ideas, feature requests, or other feedback about the Services (“Feedback”), you grant Cairn a perpetual, worldwide, irrevocable, royalty-free right to use that Feedback to develop, improve, market, and operate Cairn without compensation or attribution.

Feedback does not include veterinary records, pet-health information, Personal Data, or other User Content merely because those records help illustrate a support issue.

8. Optional Research Data Contribution

Research Data Contribution is separate from acceptance of these Terms.

Cairn does not treat acceptance of these Terms as consent to contribute veterinary information for research.

If Cairn offers Research Data Contribution, participation requires the separate choice and versioned notice presented through the Services. Research Data Contribution is optional and is off by default.

The current Research Data Contribution purpose is research used to improve veterinary care.

The types of information eligible for Research Data Contribution, how the information is separated from ordinary operational records, how contribution may be withdrawn, and what may happen if an account is deleted while contribution remains enabled are described in Cairn’s Privacy Policy and the Research Data Contribution notice presented at the time of the choice.

Acceptance of these Terms does not authorize a materially different future research purpose. If Cairn seeks consent for a materially different research purpose, Cairn will provide the applicable additional or updated notice and obtain any choice or consent required by law and Cairn’s stated research process.

These Terms do not grant Cairn an independent research right over Clinic-entered information that Cairn receives solely in its role as a Clinic’s Processor.

9. Privacy and data processing

Cairn’s Privacy Policy explains how Cairn collects, uses, discloses, retains, and protects Personal Data.

The Privacy Policy is a privacy notice. It is not incorporated into these Terms as a separate contractual warranty merely because it is referenced here. This characterization does not limit obligations Cairn has under applicable privacy, consumer-protection, contract, or other law.

If you use Cairn on behalf of a Clinic and Cairn Processes Clinic Personal Data as a Processor, Service Provider, Contractor, or equivalent processor-type entity on the Clinic’s behalf, the Data Processing Agreement (“DPA”) accepted or incorporated into the Clinic’s agreement with Cairn governs that Processor-side Processing.

If the DPA conflicts with these Terms regarding Processing governed by the DPA, the DPA controls for that Processing.

10. License to use the Services

Subject to these Terms, Cairn grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for:

• your personal use as a pet owner; or
• your internal business use as an authorized Clinic or veterinary professional.

The Services, including Cairn software, source code, object code, interfaces, designs, databases, text, graphics, trademarks, logos, documentation, and other materials supplied by Cairn (“Cairn Content”), are owned by or licensed to Cairn and are protected by applicable intellectual-property laws.

Except as expressly permitted by these Terms or applicable law, you may not:

• copy, sell, resell, sublicense, rent, lease, distribute, or commercially exploit the Services;
• modify, adapt, translate, or create derivative works of the Services;
• reverse engineer, decompile, or disassemble software except to the limited extent applicable law expressly prohibits such restriction;
• remove copyright, trademark, or proprietary notices;
• reproduce Cairn Content for external commercial use without written permission; or
• use Cairn’s name, trademarks, branding, or logos in a manner that implies sponsorship or endorsement without authorization.

No rights are granted except those expressly stated in these Terms.

11. Acceptable use

You may not use the Services to:

• violate applicable law or another person’s rights;
• gain or attempt to gain unauthorized access to an account, system, record, or network;
• defeat, bypass, disable, or interfere with access controls or security measures;
• introduce malware, malicious code, destructive code, or unauthorized monitoring technology;
• scrape, harvest, or systematically extract data from the Services except as expressly authorized in writing;
• access the Services through bots or automated tools in a manner that materially burdens the Services or bypasses authorized interfaces;
• probe, scan, or test the vulnerability of Cairn systems without prior written authorization;
• impersonate another person or misrepresent your authority;
• obtain, use, or disclose Personal Data without authorization;
• use another Clinic’s or owner’s information for an unauthorized purpose;
• interfere with the operation, performance, availability, or security of the Services;
• submit intentionally false or fraudulent support, billing, enrollment, or account information;
• use Cairn to provide unlawful veterinary services;
• represent Cairn-generated scores, findings, or attention states as a diagnosis or independent veterinary determination by Cairn;
• resell access to Cairn unless Cairn has expressly agreed in writing; or
• use nonpublic Cairn Content or unauthorized Cairn data to build, train, benchmark, or materially improve a competing commercial product.

Reasonable interoperability, security research, or other activity protected by applicable law is not prohibited to the extent applicable law prevents contractual restriction.

12. Clinic subscriptions, billing, and payment

12.1 Paid Clinic Services

Pet-owner use of Cairn is currently offered without an owner subscription charge for the ordinary owner features made available by Cairn.

Cairn may introduce optional paid owner features in the future, but Cairn will not charge an owner for a new paid service without presenting the applicable price and obtaining any authorization required by law.

Clinics may purchase paid subscriptions, seats, or other Services.

The applicable price, billing interval, seat quantity, plan, discount, trial or introductory period, renewal term, and other purchase terms will be shown at checkout, in the Clinic’s account, or in a written order or agreement.

If a written order form or enterprise agreement conflicts with this Section concerning pricing, subscription term, seat quantity, or payment, that written agreement controls for the conflicting commercial term.

12.2 Payment processor

Cairn uses Stripe or another disclosed payment processor to process Clinic subscription payments.

You authorize Cairn and its payment processor to charge the payment method associated with the Clinic account for authorized fees, taxes, and recurring charges in accordance with the purchase terms presented to you.

You represent that you are authorized to use the submitted payment method and to incur charges on behalf of the applicable Clinic or organization.

12.3 Automatic renewal disclosures and consent

If a paid subscription automatically renews, Cairn will present the material automatic-renewal terms before the subscription is entered, including as applicable:

• that the subscription will renew unless canceled;
• the recurring price or the method for determining it;
• the billing or renewal interval;
• the length of the renewal term;
• any minimum purchase obligation;
• material terms of any free, discounted, or introductory period; and
• how to cancel.

Where required by applicable law, Cairn will obtain affirmative authorization to the automatic-renewal terms before charging the payment method.

Cairn will provide a written or electronic acknowledgment capable of being retained that includes the applicable renewal terms, cancellation policy, and cancellation method where required by law.

Cairn will provide renewal reminders, annual reminders, trial or introductory-period notices, price-change notices, and notices of material renewal changes within the time and through the method required by applicable law.

A material change to an automatically renewing subscription will not eliminate any cancellation right required by applicable law.

12.4 Cancellation

A Clinic may cancel an automatically renewing subscription through the applicable Cairn or Stripe billing interface or another cancellation method Cairn clearly provides.

For a subscription entered online, Cairn will provide an online cancellation method where required by applicable law.

Where applicable law requires one-step online cancellation, Cairn will provide a direct online cancellation method that is available after no more than reasonable authentication used to confirm authority over the account and will not impose additional steps that unlawfully obstruct or delay cancellation.

Cancellation stops future renewal charges and ordinarily becomes effective at the end of the then-current paid term unless the purchase terms or applicable law provide otherwise.

If applicable law requires immediate termination of a continuous service or different cancellation treatment, that requirement controls.

12.5 Refunds

Except where required by law or expressly stated in a written order, promotion, purchase term, or Section 15, subscription fees and other charges are non-refundable and Cairn does not provide prorated refunds for unused portions of a paid term.

This does not limit any refund, cancellation, chargeback, or other right that cannot lawfully be waived.

12.6 Taxes

Prices may exclude taxes. You are responsible for applicable sales, use, transaction, or similar taxes except taxes based on Cairn’s net income.

12.7 Failed or overdue payments

If a payment fails or an account becomes overdue, Cairn may retry the authorized payment method, provide billing notices, restrict paid Clinic functionality, make the Clinic dashboard read-only, suspend paid features, or terminate the paid subscription after any notice or cure period required by applicable law or a separate written agreement.

Payment suspension does not by itself authorize Cairn to destroy owner accounts or veterinary information in a manner inconsistent with the Privacy Policy, DPA, or applicable law.

12.8 Price changes

Cairn may change subscription prices prospectively.

A price change will not retroactively alter charges already paid for a current fixed paid term. Cairn will provide advance notice of a renewal-price change when required by applicable law or a written agreement and will provide cancellation information where required.

13. Third-party services

The Services depend on or may interact with third-party services, including hosting, authentication, email, notification, payment, analytics, diagnostic, and infrastructure providers.

Cairn is responsible for its own obligations concerning those providers, including obligations described in the Privacy Policy or DPA where applicable, but Cairn does not control independent third-party products, websites, services, networks, app stores, payment networks, internet providers, or veterinary-Clinic systems.

Links to or interoperability with a third party do not imply Cairn endorses every product, representation, or practice of that third party.

Your direct use of a third-party service may also be governed by that third party’s terms.

14. Mobile application and app-store terms

If you download the Cairn mobile application through the Apple App Store, Google Play, or another application marketplace, the applicable marketplace terms also apply to your use of that distribution channel.

14.1 Apple App Store

For a version of the Cairn application obtained through Apple’s App Store, you and Cairn acknowledge and agree that:

1. These Terms are between you and Cairn, not Apple, and Cairn, not Apple, is solely responsible for the application and its content, subject to these Terms and applicable law.
2. Your license to the application is a non-transferable license to use the application on Apple-branded products that you own or control and as permitted by the applicable Apple Media Services Usage Rules, except that the application may be accessed and used by other accounts associated with the purchaser through Family Sharing or volume purchasing where Apple permits.
3. Cairn is responsible for any maintenance and support services Cairn is required to provide for the application. Apple has no obligation to furnish maintenance or support services for the application.
4. To the extent the application fails to conform to an applicable warranty that cannot lawfully be disclaimed, you may notify Apple, and Apple may refund the purchase price, if any, for the application. To the maximum extent permitted by law, Apple has no other warranty obligation concerning the application, and Cairn is responsible for other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to an applicable warranty.
5. Cairn, not Apple, is responsible for addressing claims by you or a third party relating to the application or your possession or use of it, including product-liability claims, claims that the application fails to conform to applicable legal or regulatory requirements, and claims arising under consumer-protection, privacy, or similar law, in each case to the extent required by applicable law.
6. If a third party claims that the application or your possession or use of it infringes that third party’s intellectual-property rights, Cairn, not Apple, is responsible for investigation, defense, settlement, and discharge of that claim to the extent required by applicable law.
7. You represent and warrant that you are not located in a country subject to a United States Government embargo or designated by the United States Government as a “terrorist supporting” country and that you are not listed on a United States Government list of prohibited or restricted parties.
8. You must comply with applicable third-party terms when using the application.
9. Cairn’s name, address, telephone number, and email address for application questions, complaints, or claims appear in Section 29.
10. Apple and its subsidiaries are third-party beneficiaries of this Section and, upon your acceptance of these Terms, Apple has the right to enforce the applicable provisions of this Section against you as a third-party beneficiary.

Nothing in this Section limits liability beyond what applicable law permits.

15. Service availability, changes, discontinuation, and beta features

Cairn may add, modify, improve, discontinue, or replace features over time.

Unless Cairn has made a separate written service-level commitment, Cairn does not guarantee that:

• the Services will be available without interruption;
• every feature will remain available permanently;
• notifications, emails, or push messages will always be delivered;
• third-party infrastructure will be uninterrupted; or
• the Services will be free of bugs or errors.

Cairn may perform maintenance, deploy updates, or temporarily restrict access for security, technical, legal, or operational reasons.

Cairn will not retroactively increase the price of a fixed paid term because of a feature change.

If Cairn permanently discontinues a paid Service during a prepaid fixed term for reasons other than your breach, nonpayment, unlawful use, or another termination ground attributable to you, Cairn will provide a prorated refund or commercially reasonable credit for the unused prepaid portion unless:

• Cairn provides a materially equivalent replacement service for the remainder of the paid term; or
• a separate written order or enterprise agreement validly provides different treatment.

This paragraph does not create a refund right where applicable law permits different treatment and a controlling written agreement expressly provides it.

Features identified as beta, preview, experimental, pilot, or pre-release may be incomplete, changed, suspended, or discontinued and may have additional limitations disclosed with the feature.

16. Suspension and termination

16.1 Your termination rights

You may stop using Cairn at any time.

Owners may request account deletion using the methods described in Cairn’s Privacy Policy and account-deletion tools.

Clinic subscription cancellation is governed by Section 12.

16.2 Cairn suspension or termination

Cairn may suspend, restrict, or terminate access where reasonably necessary because of:

• a material breach of these Terms;
• nonpayment of applicable fees;
• fraud, abuse, or unauthorized access;
• a security risk;
• unlawful conduct;
• conduct that threatens another person, animal, user, Clinic, Cairn, or the Services;
• a legal or regulatory requirement;
• misuse of Clinic or owner information;
• repeated interference with the Services; or
• discontinuation of the applicable Service.

Where reasonably practicable and legally permitted, Cairn will provide notice and a reasonable opportunity to cure a remediable material breach before permanently terminating a paid Clinic account.

Cairn may suspend access immediately where reasonably necessary to address a security threat, unlawful activity, risk of material harm, or legal requirement.

If Cairn terminates a paid Clinic Service without cause during a prepaid fixed term, Section 15 governs any unused prepaid amount.

16.3 Effect of termination

Termination of access does not erase obligations or rights that by their nature survive termination.

Sections concerning intellectual property, User Content rights necessary for retained lawful copies, Research Data Contribution as separately authorized, fees already incurred, disclaimers, limitations of liability, indemnification, dispute resolution, and miscellaneous contractual provisions survive to the extent reasonably necessary to give them effect.

Account deletion and retention of Personal Data are governed by the Privacy Policy, DPA where applicable, and applicable law.

17. Intellectual-property complaints

Cairn respects intellectual-property rights.

If you believe content made available through Cairn infringes a copyright or other intellectual-property right you own or control, contact [email protected] with information reasonably sufficient to identify the protected work, the allegedly infringing material, your contact information, and the basis of your claim.

Cairn may request additional information reasonably necessary to evaluate the request.

18. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

Cairn disclaims warranties that may lawfully be disclaimed, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Without limiting Section 2, Cairn does not warrant that:

• information submitted by users is accurate or complete;
• Cairn-generated trends, scores, findings, or attention states will identify every clinically important change;
• every clinically important condition or event will be submitted to Cairn;
• a Clinic or veterinary professional will review information within a particular time;
• a notification will be delivered, received, read, or acted upon;
• the Services will be uninterrupted or error-free;
• data transmission or storage can never fail; or
• the Services are appropriate for emergency use.

Cairn is not responsible for veterinary diagnoses, treatment decisions, professional services, failures to provide veterinary care, or other clinical acts or omissions of independent veterinary professionals or Clinics, except to the extent liability cannot lawfully be disclaimed or the relevant loss was caused by Cairn’s own legally actionable conduct.

Cairn maintains security measures designed to protect Personal Data, but no electronic service or storage system can be guaranteed completely secure.

Some jurisdictions do not allow exclusion of certain warranties. In those jurisdictions, the exclusions above apply only to the maximum extent permitted by law.

19. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, CAIRN AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR CONSEQUENTIAL LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

To the fullest extent permitted by law, Cairn’s aggregate liability arising out of or relating to the Services or these Terms will not exceed the greater of:

1. the total fees paid to Cairn for the Services giving rise to the claim during the 12 months immediately preceding the event giving rise to liability; or
2. US $500.

The limitations in this Section do not apply to liability that applicable law prohibits Cairn from limiting or excluding. Nothing in these Terms excludes or limits liability for fraud, gross negligence, willful misconduct, death or personal injury to the extent caused by conduct for which liability cannot lawfully be limited, or any other liability that cannot lawfully be limited.

For a Clinic, liability relating to Processing governed by the DPA is also subject to the DPA and any applicable written Clinic agreement.

The existence of multiple claims does not enlarge the applicable aggregate cap unless applicable law requires otherwise.

20. Indemnification

20.1 Individual users

To the extent permitted by law, an individual user will indemnify and hold harmless Cairn and its officers, directors, employees, and agents from a third-party claim, and reasonable costs arising from that claim, to the extent the claim results from:

• User Content the user knowingly submits without the rights or authority necessary to submit it;
• the user’s intentional or unlawful misuse of the Services; or
• the user’s infringement or intentional violation of a third party’s rights.

This obligation does not apply to the extent a claim was caused by Cairn’s breach of these Terms, negligence, gross negligence, willful misconduct, or violation of law.

20.2 Clinics and veterinary professionals

If you use Cairn on behalf of a Clinic or in a professional veterinary capacity, you will defend, indemnify, and hold harmless Cairn and its officers, directors, employees, and agents from third-party claims, damages, liabilities, and reasonable costs, including reasonable attorneys’ fees, to the extent arising from:

• User Content submitted by the Clinic without the rights or authority necessary to submit it;
• veterinary services or clinical decisions made by you or the Clinic;
• failure by you or the Clinic to establish or maintain a legally required VCPR;
• unlawful or unauthorized veterinary telehealth or telemedicine;
• access granted by the Clinic to unauthorized personnel;
• a Clinic instruction to Cairn that violates applicable law;
• the Clinic’s material breach of these Terms; or
• the Clinic’s failure to satisfy a legal or professional obligation allocated to the Clinic under these Terms.

This Section does not require a Clinic to indemnify Cairn to the extent a claim was caused by Cairn’s breach of these Terms, negligence, gross negligence, willful misconduct, or violation of law.

20.3 Defense procedure

Cairn will provide reasonable notice of an indemnified third-party claim.

The indemnifying party may control the defense with counsel reasonably acceptable to Cairn. Cairn may participate in the defense with counsel of its choosing at its own expense.

The indemnifying party may not settle a claim in a manner that admits wrongdoing by Cairn, imposes a non-monetary obligation on Cairn, or fails to provide Cairn a complete release from the covered claim without Cairn’s prior written consent, not to be unreasonably withheld or delayed.

21. Dispute resolution and arbitration

PLEASE READ THIS SECTION CAREFULLY. EXCEPT FOR THE RIGHTS AND CLAIMS DESCRIBED BELOW, IT REQUIRES INDIVIDUAL ARBITRATION AND AFFECTS YOUR RIGHT TO HAVE A DISPUTE DECIDED IN COURT OR BY A JURY.

21.1 Informal resolution

Before filing an arbitration or lawsuit other than an eligible small-claims action or a request for urgent injunctive relief, the party bringing the dispute must give the other party written notice describing the dispute and requested relief.

The parties will attempt in good faith to resolve the dispute informally for at least 30 days after notice is received.

Notices to Cairn under this Section must be sent to [email protected] and identify the matter as a Dispute Notice.

To the extent permitted by law, any applicable limitations period is tolled during this required 30-day informal-resolution period.

21.2 Binding individual arbitration

If a dispute is not resolved through the informal process, either party may require the dispute to be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”), except for disputes excluded in Section 21.5.

For an individual using Cairn primarily for personal, family, or household purposes, the AAA Consumer Arbitration Rules in effect when the arbitration is filed will apply.

For disputes between Cairn and a Clinic, company, or other business entity acting primarily for commercial purposes, the applicable AAA Commercial Arbitration Rules will apply unless the parties agree otherwise in writing.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement to the extent applicable.

The arbitrator may award the same individual remedies that a court could award to the extent permitted by applicable law.

Cairn will comply with AAA requirements necessary for AAA to administer a consumer arbitration, including applicable clause-review, registry, and fee obligations.

If AAA is unavailable or unwilling to administer a dispute for reasons unrelated to a party’s failure to comply with AAA requirements, the parties will attempt in good faith to select another nationally recognized arbitration provider applying materially comparable consumer protections, or a court may appoint an arbitrator as permitted by applicable law.

If AAA declines to administer a consumer arbitration because Cairn failed to satisfy an AAA registration, fee, due-process, or other administration requirement that was Cairn’s responsibility, the consumer may elect to pursue the claim in a court of competent jurisdiction instead of arbitration.

21.3 Consumer arbitration protections

For a consumer arbitration:

• arbitration fees will be allocated according to the AAA Consumer Arbitration Rules and applicable law;
• Cairn will pay fees that applicable law or the AAA rules require Cairn to pay;
• the hearing format and location will be determined consistently with the AAA Consumer Arbitration Rules and applicable law; and
• this Section will not be interpreted to deny a consumer a substantive right or remedy that applicable law makes non-waivable.

21.4 Individual proceedings and class-action waiver

To the fullest extent permitted by law, disputes subject to arbitration must be brought only in an individual capacity and not as a plaintiff, claimant, or class member in a purported class, collective, consolidated, mass, or representative proceeding.

The arbitrator may award relief only to the individual parties to the arbitration and only to the extent necessary to resolve their individual claims.

Nothing in these Terms waives a right to seek public injunctive relief or another remedy where applicable law makes waiver of that right or remedy unenforceable. Any such claim or remedy will proceed in the forum and sequence required by applicable law.

If applicable law prohibits enforcement of another portion of this waiver for a particular claim or requested remedy, that portion will be severed and the claim or remedy will proceed in the forum required by law, while the remaining arbitrable claims will remain subject to arbitration to the extent permitted.

21.5 Exceptions

The following are not required to be arbitrated:

• a claim that qualifies for small claims court and remains within that court’s jurisdiction;
• a request for temporary or emergency injunctive relief intended to prevent unauthorized access, misuse, or imminent harm while arbitration is pending;
• a dispute concerning ownership, validity, or infringement of intellectual-property rights where a court remedy is appropriate; or
• a dispute that applicable law does not permit the parties to require to be arbitrated.

Nothing in this Section prevents you or Cairn from reporting a matter to, communicating with, or filing a complaint with a government agency, regulator, licensing authority, or law-enforcement authority, or prevents such an authority from exercising powers granted to it by law.

21.6 Opt-out of arbitration

You may opt out of the arbitration agreement in this Section by sending written notice to [email protected] within 30 days after the first date on which you affirmatively accept a version of these Terms containing this arbitration provision.

The notice must include:

• your name;
• the email address associated with your Cairn account, if any;
• if applicable, the name of the Clinic or organization on whose behalf you accepted the Terms; and
• a clear statement that you are opting out of the arbitration agreement.

Opting out of arbitration does not affect any other provision of these Terms and will not affect your ability to use Cairn.

21.7 Court venue when arbitration does not apply

If a dispute proceeds in court and applicable law permits the parties to select a forum, the parties consent to exclusive jurisdiction in:

• the state courts located in Weld County, Colorado; or
• the United States District Court for the District of Colorado,

as applicable.

This venue provision does not override a consumer’s non-waivable right to bring a claim in another venue where applicable law prohibits such a waiver.

22. Governing law

These Terms are governed by the laws of the State of Colorado, without regard to conflict-of-laws principles, except that the Federal Arbitration Act governs the arbitration agreement to the extent applicable.

This choice of law does not deprive a consumer of protections that applicable law makes non-waivable.

23. Changes to these Terms

Cairn may update these Terms to reflect changes to the Services, law, security requirements, business practices, or other legitimate needs.

Cairn will update the “Last updated” date and, where appropriate, the effective date when a new version becomes effective.

If a change materially affects users’ rights or obligations, Cairn will provide reasonable advance notice through the Services, email, or another appropriate electronic method where required by law or reasonably practicable.

Cairn will obtain affirmative acceptance when applicable law requires it.

A material change to Section 21 that applies to an existing registered user will not govern that user merely because the revised Terms were posted. Cairn will obtain affirmative acceptance of a materially changed arbitration provision before applying that change to the user, unless applicable law provides another enforceable method.

A change to these Terms will not retroactively alter a dispute for which either party had actual written notice before the change became effective unless both parties expressly agree otherwise.

24. Electronic communications and signatures

You agree that Cairn may provide agreements, disclosures, notices, billing communications, privacy notices, and other records electronically where permitted by law.

Electronic communications may be provided by email, through the Services, or through another electronic method associated with your account.

Your electronic acceptance of these Terms, an order, consent, attestation, or other record is intended to have the same legal effect as a physical signature to the extent permitted by applicable law.

You are responsible for maintaining a current email address or other contact information for legally required account communications.

Nothing in this Section waives a right to paper notice where applicable law requires paper delivery or otherwise makes electronic consent optional.

25. California consumer notice

California users may contact Cairn using the contact information in Section 29.

California residents may also contact the California Department of Consumer Affairs, Consumer Information Center:

Department of Consumer Affairs
Consumer Information Center
1625 North Market Blvd., Suite N-112
Sacramento, CA 95834
Telephone: 800-952-5210

This notice is provided without limiting any other right or remedy available under California law.

26. Export and sanctions compliance

You may not use, export, re-export, transfer, or make the Services available in violation of United States export-control, sanctions, or trade laws.

You represent that you will not knowingly use the Services in a manner prohibited by applicable United States sanctions or export restrictions.

27. Assignment

You may not assign or transfer these Terms or a paid Clinic subscription without Cairn’s prior written consent, except as permitted by applicable law.

Cairn may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of substantially all assets relating to the Services, or similar transaction, or to an affiliate, provided the assignment does not eliminate non-waivable rights.

28. Miscellaneous

These Terms, together with an applicable paid order, written Clinic agreement, DPA, and any other document expressly incorporated as a contract, constitute the agreement between Cairn and you concerning the Services covered by those documents.

If documents conflict:

1. the DPA controls over these Terms for Processing governed by the DPA;
2. a signed or electronically accepted order form or enterprise agreement controls over these Terms for conflicting subscription-specific commercial terms expressly addressed in that document; and
3. these Terms control for other conflicts unless the other document expressly states that it overrides a specified provision of these Terms.

The Privacy Policy is a privacy notice and is not incorporated as a contractual warranty merely by being referenced in these Terms. Nothing in this sentence reduces Cairn’s obligations under applicable privacy or consumer-protection law.

If a provision of these Terms is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect, except where Section 21 provides a more specific severability rule for arbitration.

Cairn’s failure to enforce a provision is not a waiver of the right to enforce it later.

Headings are for convenience and do not affect interpretation.

These Terms do not create a partnership, franchise, employment relationship, fiduciary relationship, veterinary-client relationship, VCPR, or general agency authority between Cairn and you. Cairn’s agreement to Process certain data “on behalf of” a Clinic under the DPA does not authorize Cairn to bind the Clinic or otherwise create a general agency relationship.

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, except that this provision does not excuse payment obligations already incurred, legally required security or incident-response obligations to the extent they cannot be excused, or other obligations that applicable law does not permit a party to avoid.

Nothing in these Terms creates rights in a third party except as expressly stated in the App Store provisions or as required by law.

29. Contact Cairn

Cairn Pet Health LLC
1212 Country Acres Ct
Johnstown, CO 80534
United States

Email: [email protected]
Phone: +1 720-336-8956