We’re thrilled you decided to use the vPOP® PRO veterinary pre-operative orthopaedic planning application.

Please read these licence terms carefully.

These terms (the App Terms) govern use of the vPOP® PRO veterinary pre-operative orthopaedic planning application including the software, the data and the implant images supplied with the software and any updates or supplements to it.

BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO THESE TERMS WHICH WILL BIND YOU WHEN YOU BUY A SUBSCRIPTION TO, OR SUBSCRIBE TO THE FREE TRIAL OF, THE VPOP® PRO VETERINARY ORTHOPAEDIC PLANNING APP.

What’s in the App Terms

These App Terms will tell you the rules relating to registering for a subscription to the vPOP® PRO veterinary pre-operative orthopaedic planning application and the rules governing use of the vPOP® PRO App.

Important Terms

These App Terms include a number of important provisions that affect your rights and responsibilities such as your agreement to cover VetSOS Education Ltd for damages caused by your breach of these App Terms (paragraph 19), the disclaimers against VetSOS Education Ltd’s liability to you (paragraph 20) and the limits on VetSOS Education Ltd’s liability to you (paragraph 21).

Please be aware that the vPOP® PRO App is a pre-operative planning application for veterinary surgeons. Under no circumstances shall VetSOS Education Ltd be liable or otherwise responsible for the decisions taken by, or the surgical skill of, the user of the vPOP® PRO App, the outcome of any surgical operations undertaken after using the vPOP® PRO App or any damage to the user’s patients.

1. Who we are and the rights we grant you

We, VetSOS Education Ltd, of, Column House, London Road, Shrewsbury SY2 6NN grant to you a personal, worldwide, non-assignable, non-exclusive, revocable, non-sublicensable licence to access and use:

• the vPOP® PRO orthopaedic planning application available for iPad, iPhone, MacOS and Windows including the software and the data, diagrams and templates supplied with the software (the “vPOP® PRO App”) and any updates or supplements to it;

• the related [online OR electronic] documentation (“Documentation”); and

• the service you connect to via the vPOP® PRO App and the content we provide to you through it (“Service”),

during the period of your paid subscription and/or during any trial period for which you qualify, as permitted in these App Terms.

2. Additional Terms for Specific services

If you choose to access our website https://vpop-pro.com (the “vPOP Website”) you also agree to be bound by and to comply with our Website Terms and Conditions [provide link].

If you choose to access or use our internet community forum at https://support.vpop-pro.com/portal/en/home, you also agree to be bound by and to comply with our Zoho Terms and Conditions https://www.zoho.com/terms.html.

3. App store and other payment platform provider terms may also apply

If you choose to download or otherwise access the vPOP® PRO App you will need to take out a subscription (either a free trial or a paid subscription) either through the vPOP® Site or through the digital distribution service operated and developed by Apple Inc (“Apple App Store”) or other payment platforms that may be available from time to time. Your purchase of, and the ways in which you can use, the vPOP® PRO App and Documentation may also be controlled by the rules and policies of the Apple App Store and/or other payment platform provider.

4. Subscriptions

Subscription period

The Service or some parts of the Service are available only with a paid Subscription. You must be 17 or over to accept these App Terms and subscribe to the vPOP® PRO App including the free trial period.

You will be billed in advance on a recurring and periodic basis (such as monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.

At the end of each period, Your Subscription will automatically renew under the exact same conditions unless you cancel it or VetSOS Education Ltd cancels it.

Subscription cancellations

You may cancel your Subscription renewal either through your Account settings page or by contacting us. You will not receive a refund for the fees you already paid for your current Subscription period and you will be able to access the Service until the end of your current Subscription period.

Billing

You shall provide VetSOS Education Ltd and/or the applicable payment platform with accurate and complete billing information including full name, address, telephone number, and a valid payment method information.

Should automatic billing fail to occur for any reason, VetSOS Education Ltd will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Fee Changes

VetSOS Education Ltd, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period.

We will provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Refunds

Except when required by law, paid Subscription fees are non-refundable.

Certain refund requests for Subscriptions may be considered by VetSOS Education Ltd on a case-by-case basis and granted at the sole discretion of VetSOS Education Ltd.

Free Trial

VetSOS Education Ltd may, at its sole discretion, offer a Subscription with a Free Trial for a limited period of time.

You may be required to enter your billing information in order to sign up for the Free Trial.

If you do enter your billing information when signing up for a Free Trial, you will not be charged by VetSOS Education Ltd or the applicable payment platform until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, VetSOS Education Ltd reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

5. User Accounts

When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these App Terms, which may result in immediate termination of your Account.

You must choose an email address for your subscription that you frequently access as we need to be able to contact you.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with Our Service or a third party payment platform.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

You must not use anyone else’s account or allow anyone else to use your account.

You are responsible for everything done using your account. If you suspect that someone else may be using your account and password you must promptly contact us using the above contact details.

You may close your account at any time by emailing support@vpop-pro.com.

6. How you may use the vPOP® PRO App

In return for your agreeing to comply with these App Terms and paying for a subscription to the vPOP® PRO App or qualifying for a free trial of the vPOP® PRO App you may during the period of your subscription or free trial:

• download or stream a copy of the vPOP® PRO App onto your compatible devices such as computers, cellphones and digital tablets and view, use and display the vPOP® PRO App and the Service on such devices for your personal non-commercial purposes only.

• use any Documentation to support your permitted use of the vPOP® PRO App and the Service.

• provided you comply with the [LINK TO “LICENCE RESTRICTIONS”], make one copy of the vPOP® PRO App for back-up purposes; and

• download and install and use any free supplementary software code or upgrades, updates or other new features of the vPOP® PRO App incorporating “patches” and corrections of errors as we may provide to you, including, where permitted, the right to adjust automatic downloads through your device settings.

7. No transferring of the vPOP® PRO App

We are giving you personally the right to use the vPOP® PRO App and the Service as set out above [LINK TO “HOW YOU MAY USE THE vPOP® PRO App”]. You may not otherwise transfer the vPOP® PRO App or the Service to someone else (whether or not within your veterinary clinic or organisation or within your family), whether for money, for any other consideration or for free. If you sell any device on which the vPOP® PRO App is installed, you must remove the vPOP® PRO App from it.

8. If someone else owns the device you use

If you download or stream the vPOP® PRO App onto any phone or other device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these App Terms, whether or not you own the phone or other device.

9. Licence restrictions

You agree that you will:

• not rent, lease, sub-license, loan, provide, or otherwise make available, the vPOP® PRO App or the Services in any form, in whole or in part to any person without prior written consent from us;

• not copy the vPOP® PRO App, Documentation or Services, except as part of the normal use of the vPOP® PRO App or where it is necessary for the purpose of back-up or operational security;

• not translate, merge, adapt, vary, alter or modify, the whole or any part of the vPOP® PRO App, Documentation or Services nor permit the vPOP® PRO App or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the vPOP® PRO App and the Services on devices as permitted in these terms;

• not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the vPOP® PRO App or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act, UK 1988 or similar legislation in other jurisdictions) such actions cannot be prohibited, and then only if the conditions in sections 50B and 296A of the Copyright, Designs and Patents Act, UK 1988 or similar legislation in other jurisdictions are met.

• comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the vPOP® PRO App or any Service.

10. Acceptable use restrictions

You must not:

• use the vPOP® PRO App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the vPOP® PRO App, any Service or any operating system;

• infringe our intellectual property rights or those of our licensors in relation to your use of the vPOP® PRO App or any Service, including by the misuse of the images of manufacturers’ surgical implants that are included with the vPOP® PRO App (to the extent that such use is not licensed by these App Terms);

• transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the vPOP® PRO App or any Service;

• use the vPOP® PRO App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

• collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

11. Intellectual Property Rights

All intellectual property rights in the vPOP® PRO App, the Documentation and the Services throughout the world belong to us (or our licensors) and the rights in the vPOP® PRO App and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the vPOP® PRO App, the Documentation or the Services other than the right to use them in accordance with these App Terms

12. Operating system requirements

The vPOP® PRO App may be used on an iPad, iPhone, MacOS or Windows device. For information concerning operating system requirements, please refer to the vPOP® website or email us at support@vpop-pro.com.

13. Support for the vPOP® PRO App

Support

If you want to learn more about the vPOP® PRO App or the Service or have any problems using them please take a look at our website (https://vpop-pro.com, and our support resources at https://support.vpop-pro.com/portal/en/home, including our Frequently Asked Questions page and our Community discussion forum.

Contacting us (including with complaints)

If you think the vPOP® PRO App or the Services are faulty or misdescribed or you have further questions or wish to contact us for any other reason please email our customer service team at support@vpop-pro.com.

How we will communicate with you

If we have to contact you we will do so by email using the contact details you have provided to us.

14. Your Privacy

We only use any personal data we collect through your use of the App and the Services in the ways set out in our privacy policy https://support.vpop-pro.com/portal/en/kb/articles/privacy-policy.

Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the vPOP® PRO App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

15. Cookies

When you use the vPOP Site for browsing or to take out a Subscription we may collect information using cookies or similar technologies. Cookies are small files of data that are downloaded to your computer or mobile device when you visit a website. Your browser sends these cookies back to the website every time you visit the website again, so it can recognise you. This allows websites to tailor what you see on the screen.

The vPOP Site may use some essential cookies to ensure you get the best experience on the vPOP Site. Without the use of such cookies, part of the vPOP Site would not function. We will not collect any personal information in our cookies or share them with third parties.

For further information about our cookies policy and how to change your cookies settings, see our Privacy Policy.

16. We are not responsible for other websites you link to

Where the vPOP® Site or any Service contains links to other sites and resources which are provided by third parties, such links and resources are provided for your information only and you access and use them at your own risk. Such links should not be interpreted as approval by us of those linked websites or of the information you may obtain from them. We have no control over, and are not liable or responsible for the contents, privacy policies or practices of third party sites or resources. You further acknowledge and agree that VetSOS Education Ltd shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such third party web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

17. Update to the vPOP® PRO App and changes to the service

From time to time we may automatically update the vPOP® PRO App and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively we may ask you to update the vPOP® PRO App for these reasons.

If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the vPOP® PRO App and the Services.

The vPOP® PRO App will always work with the current or immediately previous version of the operating system (as it may be updated from time to time) and match the description of it provided to you when you paid your most recent subscription to the vPOP® PRO App.

18. Changes to these App Terms

We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce.

We will give you at least 30 days notice of any change by sending you an email with details of the change or notifying you of a change when you next start the vPOP® PRO App.

If you notify us in writing within thirty (30) days that you do not accept the notified changes, then provided that, in VetSOS Education Ltd’s reasonable opinion, the changes have a significant impact on your rights or liabilities, then at VetSOS Education Ltd’s option, you (i) may continue to use the vPOP® PRO App and the Service in accordance with the existing terms but certain new features may not be available to you or (ii) will not be permitted to continue to use the vPOP® PRO App and the Service and you may apply for a refund, which will reflect the period the vPOP® PRO App and the Service have been available to you prior to cancellation.

19. Indemnity

You agree, to the extent permitted under applicable law, to indemnify, defend and hold harmless VetSOS Education Ltd and our directors, officers, employees and agents from and against any and all complaints, charges, damages losses, costs, liabilities and expenses (including attorney’s fees) due to, arising out of, or relating in any way to (a) your access to or use of the vPOP® PRO App, the Documentation and the Services; and (b) your breach of these App Terms.

20. Disclaimers

The information (including images) contained in the vPOP® PRO App, the Documentation and the Services is for information purposes only and does not constitute advice.

You should check any information contained in the vPOP® PRO App, the Documentation and the Services and use your own professional judgment before taking action (or electing not to take action) on the basis of such information. You must not rely on the information contained in the vPOP® PRO App, the Documentation and the Services as an alternative to exercising professional skills of, or seeking professional advice from, a veterinary surgeon.

You accept all risk of using the vPOP® PRO App, the Documentation and the Services. All information provided on the vPOP® PRO App, the Documentation and the Services is provided in good faith, however, as far as the law allows, VetSOS Education Ltd makes no representation or warranty of any kind, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. While VetSOS Education Ltd attempts to provide a good user experience, we do not represent or warrant that: (a) the vPOP® PRO App and the services will always be secure, error-free, or timely; (b) the vPOP® PRO App and the services will always function without delays, disruptions, or imperfections; or (c) that any vPOP® PRO App content, user content, or information you obtain on or through the vPOP® PRO App, the Documentation or the Services will be timely, accurate, adequate, valid, reliable, available or complete.

Subject to any applicable laws to the contrary, under no circumstance shall VetSOS Education Ltd have any liability to you for any loss or damage of any kind incurred as a result of the use of the vPOP® PRO App, the Documentation and the Services or reliance on any information provided in the vPOP® PRO App, the Documentation and the Services.

Your use of the vPOP® PRO App, the Documentation and the Services and your reliance on any information on the vPOP® PRO App, the Documentation and the Services is solely at your own risk.

21. Limitation of liability

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

Exclusions. Except in the case of fraud, we do not have any liability for:

• any action you may take as a result of relying on any information provided in the vPOP® PRO App, the Documentation and the Services or for any liability, loss or damage suffered by you as a result, directly or indirectly, of you taking this action;

• any dealings that you have with third parties that take place using or facilitated by the vPOP® PRO App;

• any loss of profit, loss of business, business interruption, loss of business opportunity or damage to reputation or

• any losses which are not a foreseeable or likely consequence of your use of the vPOP® PRO App, the Documentation and the Services or a breach of these AppTerms.

• We are not responsible if you cannot access the vPOP® PRO App or Services properly or at all by reason of any event outside our control.

We cannot guarantee that the vPOP® PRO App will be error free, available all the time and free from viruses. We are not liable for any such faults.

To the maximum extent permitted by law, VetSOS Education Ltd and our managing members, shareholders, employees, affiliates, licensors, and suppliers will not be liable for any indirect, incidental, special, consequential, punitive, or multiple damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from: (a) your access to or use of or inability to access or use the Services; (b) the conduct or content of other users or third parties on or through the Services; or (c) unauthorized access, use, or alteration of your content, even if VetSOS Education Ltd has been advised of the possibility of such damages. In no event will VetSOS Education Ltd’s aggregate liability for all claims relating to the vpop App, the Documentation and the Services exceed the greater of £50 or the amount you paid VetSOS Education Ltd, if any, in the last 12 months.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations in this section may not apply to you.

22. Check suitability of the vPOP® PRO App

The vPOP® PRO App and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the vPOP® PRO App and the Services (as described on the Apple App Store or Google Play Store sites and in the Documentation) meet your requirements.

23. Events outside our control

If our provision of the Services or support for the vPOP® PRO App or the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received.

24. Maintenance of the vPOP® PRO App

You accept that from time to time your use of vPOP® Discourse and/or access to the servers may be disrupted while we undertake to fix bugs, install updates, carry out general maintenance and conduct emergency maintenance of vPOP® Discourse. We will have no liability to you for such disruption or lack of access.

25. We may end your rights to use the vPOP® PRO App if you break these App Terms

We may end your rights to use the vPOP® PRO App and Services at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.

If your right to use the vPOP® PRO App and Services is terminated for any of the above reasons:

• You must stop all activities authorised by these terms, including your use of the vPOP® PRO App and any Services.

• You must delete or remove the vPOP® PRO App from all devices in your possession and immediately destroy all copies of the vPOP® PRO App which you have and confirm to us that you have done this.

• We may remotely access your devices and deactivate the vPOP® PRO App from them and cease providing you with access to the Services.

• Both you and VetsSOS Education Ltd continue to be bound by paragraphs 11, 14, 15, 18, 19, 20, 27, 28, 29 and 30 of these Terms after your right to use the vPOP® PRO App has ended.

26. We may transfer this Agreement

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

27. No rights for third parties

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act, UK 1999 to enforce any term of this agreement.

28. If a court finds part of this contract illegal, the rest will continue in force

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

29. Even if we delay in enforcing this contract, we can still enforce it later

Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

30. Applicable laws and where you may bring legal proceedings

These Website Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the laws of England.

Subject to any applicable consumer legislation, the English Courts shall have exclusive jurisdiction over any disputes concerning these Website Terms, their subject matter and their formation (and any non-contractual disputes or claims).