Roo Terms of Service and User Agreement

1. Agreement to and acceptance of user agreement

Roo Veterinary, Inc. (“Roo”) makes available the Roo mobile website and the associated technology platform (together with any other website, any mobile application software and any technology platform Roo may provide now or in the future, collectively, the “Roo Platform”), all information and other content on the Roo Platform (collectively, the “Content”), all services available through the Roo Platform (collectively, the “Services”) pursuant to the terms and conditions set forth below and the terms and conditions incorporated herein by reference (collectively, this “User Agreement”), which is a legally binding agreement between Roo and the individual or professional organization who registers for an account as described herein (“you” or the “User”). Any individual who register any User hereby represents and warrants that he or she has the authority to act on behalf of the User and is authorized to bind the User to this User Agreement.

PLEASE READ THIS USER AGREEMENT CAREFULLY. YOU MAY ACCEPT THIS USER AGREEMENT DURING THE ACCOUNT REGISTRATION PROCESS OR LOGIN PROCESS, WHICH CONTAIN THE EXPRESS ACKNOWLEDGEMENT THAT YOU HAVE READ AND AGREE TO THIS USER AGREEMENT. YOU MAY ALSO ACCEPT THIS USER AGREEMENT THROUGH YOUR ACTIONS. ACCESSING OR USING THE ROO PLATFORM OR THE SERVICES CONSTITUTES YOUR AGREEMENT BY YOUR ACTIONS TO BE BOUND BY THIS USER AGREEMENT. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS USER AGREEMENT, THEN ROO DOES NOT AUTHORIZE YOUR USE THE ROO PLATFORM OR ACCEPT THE SERVICES.

ARBITRATION NOTICE: AS SET FORTH IN GREATER DETAIL IN THE “DISPUTE RESOLUTION” SECTION BELOW, DISPUTES BETWEEN YOU AND ROO WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING, SUBJECT IN EACH CASE TO THE LIMITED EXCEPTIONS DESCRIBED IN THE “ARBITRATION” SECTION BELOW.

2. Amendments to this user agreement

You understand that Roo may amend this User Agreement from time to time on a prospective basis without notice to you. A link to this User Agreement is presented each time you log in to the Roo Platform and, by completing the login process, you accept any amendments made since your last acceptance of the terms of this User Agreement. Accordingly, you should review this User Agreement each time you elect to log in to the Roo Platform. Roo may elect to provide you with e-mail, text or other notice of any amendment this User Agreement (and may summarize any such amendment), but neither the failure to provide, nor any inaccuracy in, any such notice shall affect your acceptance of the modified terms of this User Agreement by logging into the Roo Platform.

IN THE EVENT THAT YOU DO NOT AGREE TO ANY CHANGE TO THIS USER AGREEMENT, YOU MAY REFUSE SUCH CHANGE BY DISCONTINUING ALL ACCESS TO THE ROO PLATFORM AND CEASING ALL USE OF THE SERVICES. IF YOU CONTINUE TO ACCESS THE ROO PLATFORM OR USE THE SERVICES IN ANY MANNER AFTER SUCH CHANGE BECOMES EFFECTIVE, SUCH ACCESS OR USE CONSTITUTES YOUR ACCEPTANCE OF THE MODIFIED USER AGREEMENT.

3. Description of Roo platform and services offered

The Roo Platform is a marketplace where licensed veterinarians and other qualified veterinary professionals who are registered as users of the Roo Platform (“Professionals”) can be matched with veterinary hospitals, veterinarian offices or other facilities engaged in the practice of veterinary medicine who are registered as users of the Roo Platform (“Practices”), where the Practices are seeking the services of a Professional on a contract basis to perform veterinary services as directed by the Practice (“Veterinary Services”), under temporary working arrangements consisting of one or more full or partial day timeframes (each a “Shift”). Professionals and Practices may be individually referred to herein as a “User” and collectively referred to herein as “Users.” The Roo Platform and Services are intended for professional and commercial use solely by licensed veterinarians and other qualified veterinary professionals and businesses engaged in the lawful practice of veterinary medicine.

The Roo Platform allows a Practice to identify potential Shifts for which it is seeking Professionals to perform Veterinary Services and for one or more Professionals to offer to perform Veterinary Services for such prospective Shifts. To the extent that one or more Professionals offer to perform Veterinary Services for any prospective Shift identified by a Practice, the Practice will select from among such offers to fill the prospective Shift within the time period established by the Roo Platform for such circumstances. You acknowledge and agree that any decision by a Professional to offer a Shift is a decision made in such Professional’s sole discretion and any decision by a Practice to accept a Shift offered by a Professional is a decision made in such Practice’s sole discretion. Roo provides a marketplace for Professionals and Practices to come together and shall not be liable to its Users related to any Veterinary Services and by accepting the terms and conditions of this User Agreement, Professionals and Practices hereby agree to hold Roo harmless and indemnify Roo for any third party claims related thereto.

At its discretion, Roo may offer additional Services or update, revise or otherwise modify the Roo Platform and any Services or Content; in which case, this User Agreement shall apply to the modified Roo Platform and any and all such additional or modified Services or Content. Roo reserves the right to discontinue, suspend, cancel or otherwise cease offering the Roo Platform or any Services or Content, with or without prior notice, either generally or specifically with respect to you. You agree that Roo shall not be held liable for any such additions, updates, revisions, modifications, discontinuances, suspensions, cancellation or cessation of any of the Roo Platform, Services and/or Content.

If you receive access to any trial, free, or beta functionality, Content, Services, components, applications, versions, environments, instances, enhancements, or extensions of the Roo Platform (collectively, “Beta Services”), which may be made available to you in connection with testing or evaluation and may be marked or otherwise indicated as trial, test, beta, pilot, preview, non-production, evaluation, or another similar description, Roo will make such Beta Services available to you, subject to the terms of this User Agreement, until the earlier of (a) the end of the applicable trial period, or (b) suspension or termination by Roo, in its sole discretion, of access to such Beta Services.  Notwithstanding anything to the contrary in this User Agreement (and to the maximum extent permissible under applicable law), any such Beta Services are provided on an “AS IS” AND WITH ALL FAULTS basis, and you assume all risks associated with, and Roo shall not have any obligations or liability arising from or related to, any such Beta Services (or any use thereof). You acknowledge that Beta Services are not a final, generally available commercial product and are solely for the testing or evaluation purpose(s) expressly authorized by Roo, and you agree to provide Roo with reasonable feedback and cooperation in connection with such purpose(s). Additional terms and conditions may appear on Roo’s website or the Roo Platform regarding Beta Services, and any such additional terms and conditions are incorporated into this User Agreement by reference. For clarity, except as otherwise set forth herein, the Roo Platform, Content and/or Services (as applicable) include the Beta Services for the purposes of this User Agreement.

4. Registration and login

Access to the Roo Platform and the Services offered on the Roo Platform are available only to Users who complete the registration process (including express acceptance of this User Agreement during such registration process) and meet the requirements imposed by Roo (or as required by applicable law) to participate as a Professional or the requirements imposed by Roo to participate as a Practice. Roo reserves the right to refuse any or all of the Services to (and to refuse registration of or deactivate the account of) anyone at any time, in its sole discretion. Without limitation to the foregoing, Roo reserves the right to refuse registration to (or suspend or terminate access to the Roo Platform by or deactivate the account of) anyone who has previously had a prior registered account suspended or terminated for any reason.

When you register to access the Roo Platform, you will select a user name and a password so that you can access your account at the Roo Platform. You agree that you will keep your password confidential and that you are responsible for maintaining the secrecy and confidentiality of your password. You further agree that you are solely responsible for activities regarding your account and password (including activities by third parties using your user name and password or using a login session you commenced). If you think there has been unauthorized use of your account or password, you agree to immediately notify Roo and cooperate to resolve the issue. You understand that if you do not follow the terms of this paragraph, Roo may suspend or terminate your account, which will prevent your use of the Roo Platform. You understand that Roo is not responsible in any way, and will not be liable to you or to any third person, if you do not comply with the terms of this paragraph. You may only create one account for any User, and Roo reserves the right to shut down any additional accounts.

5. Accuracy of information provided

When you register to access the Roo Platform and participate in the Services and from time to time when you use the Roo Platform and/or the Services, you will be required to provide additional information and data about yourself or your use of the Services, and you may be required to upload copies of documents or other materials (including, without limitation, verification of identity, professional licensing information and payment information). You hereby represent, warrant and covenant that (a) all information you provide in the registration process, through the functionality of the Roo Platform or otherwise in connection with your use of the Services, is and will be accurate, correct, current and complete, (b) all documents and other materials you provide in the registration process, through the functionality of the Roo Platform or otherwise in connection with your use of the Services, are and will be accurate, correct, current and complete, and (c) you will maintain and promptly update your registration and profile information and all other information you have provided and all documentation and materials you have provided, so as to maintain their accuracy, correctness, contemporaneousness and completeness at all times. Without limitation to the foregoing, you represent and warrant that (i) if you register as a Professional, you are the individual identified during the registration process and that you are providing your complete and accurate legal name, (ii) if you register as a Practice which is an individual (for example, in the case of a solo practitioner), you have completely and accurately identified the full legal name of the individual operating as the Practice, and (iii) if you register as a Practice which is an organization (for example, in the cases of a partnership or a professional corporation), you have completely and accurately identified the full legal name of the organization operating as the Practice and the nature of the organization operating as the Practice and you are authorized to act on behalf of the Practice and bind the Practice to this User Agreement.

You agree that Roo may obtain, and hereby authorize Roo to obtain, information about you, including background, credit and other checks with respect to any criminal, professional or financial records, and you agree to provide any further necessary authorizations to facilitate such checks or Roo’s access to such records. In the event that Roo determines that any information, documents or materials you submit through the Roo Platform or otherwise provide to Roo are not accurate, correct, current and complete in all respects or the results of any investigation performed by Roo are not satisfactory to Roo in its sole discretion, Roo reserves the right to suspend or terminate your access to the Roo Platform and the Services and/or deactivate your account, in its sole discretion.

6. Privacy policy

Information that you provide to Roo through the Roo Platform or Services (“Your Data”) will be treated by Roo in compliance with the Roo Platform’s Privacy Policy, which can be accessed here and which is hereby incorporated into and made a part of this User Agreement. Notwithstanding anything to the contrary set forth therein, you hereby grant to Roo a worldwide, non-exclusive, limited license to use Your Data to the extent necessary to perform the Services. The foregoing license shall be terminated upon the termination of this User Agreement, unless otherwise allowed and approved by you. You represent and warrant that you own all right, title and interest in and to Your Data or have a license granting it the rights necessary to permit it to grant the foregoing license. Roo may use Your Data in an aggregated format with or without data provided by other third parties for any purposes not prohibited by applicable law, provided that it is not possible to identify you from the data.

7. Arbitration

Any, claim, controversy, cause of action and/or dispute (each a “Claim”) either Roo or you have arising out of this User Agreement or otherwise relating to the Roo Platform, the Services or the Content shall be resolved by a single impartial arbitrator pursuant to proceedings administered by the American Arbitration Association under its rules for resolution of commercial disputes, except that each party retains the right: (a) to bring an individual action in small claims court and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. The arbitration shall be held in Houston, Texas. All submissions to the arbitrator, the proceedings and the award shall be confidential. The arbitration shall be conducted on an expedited basis with minimal discovery. The arbitrator’s award shall be final and binding. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS USER AGREEMENT. Neither party consents or agrees to any arbitration on a class or representative basis, and the arbitrator shall have no authority to proceed with an arbitration on a class or representative basis. No arbitration will be consolidated with any other arbitration proceeding without the consent of all parties. Any claim or controversy as to the enforceability of this arbitration provision’s restriction on your right to participate in or pursue a class action or class-wide arbitration shall be brought only in the United States District Court for the Southern District of Texas or any State of Texas court located in Harris County, Texas. Each party agrees to unconditionally and irrevocably submit to the exclusive jurisdiction and venue of such courts and agree to not object to such jurisdiction and venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise.

Notwithstanding the foregoing, in the event that Roo asserts a right to indemnification under this User Agreement with respect to any third party action filed and pending in the court of another jurisdiction, Roo may assert such claim for indemnification in the court in which such third party action has been filed and the parties agree that both parties’ interests and judicial economy are served by resolving the indemnification claim in the same proceeding as the underlying third party claim subject to indemnification.

8. Performance of veterinary services during shifts

To the extent that you are a Professional performing Veterinary Services as a result of use of the Roo Platform, you represent, warrant, covenant and agree that:

1. To the extent that you indicate through the Roo Platform that you are a licensed veterinarian or veterinary professional (rather than a non-licensed veterinary professional), you are duly licensed as indicated by the applicable governmental authority in the jurisdiction in which the Veterinary Services are performed.
2. You have all of the qualifications, credentials and/or certifications identified by you through your interactions through the Roo Platform (including any qualifications, credentials and/or certifications you specify in your profile or in your communications with the relevant Practice) and all of the information, data, images, documents and other materials you provide to the Practice through the Roo Platform or otherwise is accurate, correct, current and complete and you will promptly update such materials to ensure they remain accurate, correct, current and complete. You will promptly update your qualifications, credentials and/or certifications and all of the information, data, images, documents and other materials you make available through the Roo Platform after any changes in the status thereof to ensure they remain accurate, correct, current and complete.
3. You will perform the Veterinary Services as directed by the Practice in a professional, competent and timely manner in accordance with all applicable laws, regulations, self- governing professional organizational rules and best industry practices. Without limitation to the foregoing, you will arrive at the Practice on time for your Shift and perform the Veterinary Services for the entire Shift, unless otherwise agreed with the Practice and documented through the Roo Platform.
4. You will not demand or request, and will not accept, any payment or compensation from any Practice for any Veterinary Services or other activity you perform during any Shift, otherwise alter the scope, nature or duration of the Veterinary Services to be performed during any Shift, except through transactions completed through the Roo Platform, or otherwise engage in any activity that is inconsistent with your obligations under this User Agreement.
5. You will pay all applicable federal, state and local taxes based on your provision of Veterinary Services and any payments received by you in connection therewith. You have provided, or will at the request of Roo at any time provide, an executed Form W-9 or other tax document as may be required by Roo. You acknowledge that Roo will report compensation paid to you as required by applicable law and at no time shall Roo be responsible for paying, withholding or otherwise reporting any federal taxes, state taxes or local taxes or other contributions imposed by or required under any federal, state or local tax statute or taxing authority.
6. To the extent that you indicate through your interactions through the Roo Platform that you maintain such a policy of professional liability insurance, you have a valid policy of such professional liability insurance (in coverage amounts consistent with all applicable legal requirements and any additional requirements specified through the Roo Platform) that covers your performance of Veterinary Services.

In the event that you are a Professional who does not perform the Veterinary Services in accordance with the requirements of this User Agreement (including, by way of example and not limitation, if you do not arrive at the Practice on time at the commencement of your Shift or perform the Veterinary Services for the entire Shift, unless otherwise agreed with the Practice through the Roo Platform), Roo may suspend or terminate your access to the Roo Platform and the Services and/or deactivate your account, in its sole discretion, and may, to the extent permitted by law, reduce or eliminate the Shift Compensation otherwise payable to you for the Shift.

To the extent that you are a Practice retaining a Professional to perform Veterinary Services as a result of use of the Roo Platform, you represent, warrant, covenant and agree that:

• You are duly authorized to operate your Practice and offer and engage in the practice of veterinary medicine by the applicable governmental authority in the jurisdiction in which the Veterinary Services are performed. You will operate your Practice in accordance with all applicable laws, regulations, self-governing professional organizational rules and best industry practices.
• You have all of the qualifications, credentials and/or certifications identified by you through your interactions through the Roo Platform (including any qualifications, credentials and/or certifications you specify in your profile or in your communications with the relevant Professionals) and all of the information, data, images, documents and other materials you have or will provide to any Professional through the Roo Platform or otherwise is accurate, correct, current and complete. You will promptly update your qualifications, credentials and/or certifications and all of the information, data, images, documents and other materials you make available through the Roo Platform after any changes in the status thereof to ensure they remain accurate, correct, current and complete.
• You will supervise the performance of the Veterinary Services and exercise due care and judgment in the utilization of any Professional performing Veterinary Services.
• You will not pay any compensation or other amount to any Professional for any Veterinary Services or other activity performed during any Shift, otherwise alter the scope, nature or duration of the Veterinary Services to be performed during any Shift, except through transactions completed through the Roo Platform, or otherwise engage in any activity that is inconsistent with your obligations under this User Agreement.

In the event that you are a Practice which does not comply with the requirements of this User Agreement, Roo may suspend or terminate your access to the Roo Platform and the Services and/or deactivate your account, in its sole discretion.

9. Nonsolicitation of professionals by practices

Users acknowledge and agree that, in reliance upon the protective covenants set forth in this User Agreement, Roo is providing Practices with access to valuable proprietary information through the Roo Platform concerning Professionals seeking work as veterinary professionals and is providing Professionals with access to valuable information through the Roo Platform concerning Practices seeking Professionals who are willing and able to provide veterinary services. Users further acknowledge and agree that the creation and operation of the Roo Platform required and requires the utilization of substantial resources by Roo and that Roo would not facilitate the matching of Practices and Professionals, and the attendant exchange of proprietary information in the absence of the restrictive covenants contained, in this Section 9 (“Nonsolicitation of Professionals by Practices”) and that the restrictions set forth in this Section 9 (“Nonsolicitation of Professionals by Practices”) are reasonable.

Accordingly, (a) each Practice agrees that it shall not, except by payment to Roo of the applicable placement fee (as posted on the Roo Platform or otherwise communicated by Roo, the “Placement Fee”), hire or offer to hire as an employee, whether on a fulltime or part-time basis, any Professional who has performed or offered to perform any Veterinary Services for such Practice for a Shift or with whom such Practice has come into contact through the Roo Platform during the twelve month period prior to such offer, hire or retention, and (b) each User agrees that he, she or it shall not, except by payment to Roo of the applicable Placement Fee, hire any Roo employee who has come into contact with User through the Roo Platform during the twelve month period prior to such hire.

Each User agrees to promptly notify Roo (by email at [email protected] or [email protected]) of any prospective (or actual) solicitation, hire or placement that would be subject to a Placement Fee and to provide such information relating thereto as may be reasonably requested by Roo.  Unless otherwise instructed by Roo, any Placement Fee will be invoiced by Roo, and paid by User, in accordance with the Invoicing Terms (as defined below).

Without limitation to its other rights and remedies under this User Agreement, in the event that any User(s) violate this Section 9 (“Placements”) through an unpaid or unreported Placement, Roo reserves the right (a) to deactivate the account of, or otherwise suspend or terminate access to the Roo Platform by, any such User(s), (b) to recover from such User(s) the Placement Fee (and Roo is authorized to charge the payment method on file in accordance with Section 12 (“Payment Methods”) set forth below, including interest for late payment), and/or (c) recover all such other damages, costs and amounts Roo can demonstrate that it has sustained as a result of such Placement.

To view Roo’s fee schedule for Placements, please click here. 

10. Payment of shift compensation or promotional fees to professionals

Subject to the terms of this User Agreement, you are entitled to Shift Compensation for each Shift that you work as a Professional. Roo facilitates such payment to you from the Practice through the Roo Platform. Payment will be made by direct deposit using the banking information you provide through the Roo Platform. You acknowledge that if the banking information you provide through the Roo Platform is incorrect or incomplete, or if you fail to keep it up to date, the payment of Shift Compensation may be misdirected or delayed. You also acknowledge that it often takes a few days for funds to be available after a payment is made, and you may consult your banking institution to find out more about payment timing.

The “Shift Compensation” consists of the amount or rate agreed by you and the Practice at the time you and the Practice agree to the Shift. Roo reserves the right to adjust or withhold all or a portion of a Shift Compensation or other payment owed to you (i) if it believes that you have attempted to defraud or abuse the Practice, Roo or Roo’s payment systems, or (ii) in order to resolve a complaint raised by a Practice (e.g., a Practice alleges that you did not perform the Veterinary Services in accordance with the requirements of this User Agreement or the terms specified for the Shift). Roo’s decision to adjust or withhold the Shift Compensation or other payment in any way shall be exercised in a reasonable manner. Roo will use reasonable efforts to ensure that your Shift Compensation and any other payments to you will be paid to you on a regular basis as specified in the Roo Platform. You acknowledge and agree that all payments owed to you shall not include any interest and, to the extent that Roo is at any time required by law to withhold any amounts, you authorize it to do so.

From time to time Roo may offer Professionals a promotional award payment for reaching certain milestones (e.g., total number of Shifts) or for the referral of new professionals to Roo that are not already Users (collectively, the “Promotional Payments”). Where Roo offers Promotional Payments and a Professional complies with the terms and conditions of such promotion, subject to the terms of this User Agreement, Roo will issue the applicable Promotional Payment to qualifying Professionals. It is hereby agreed that any such Promotional Payment shall not be deemed a payment for services rendered from a Professional to Roo. Professionals hereby agree to indemnify and hold Roo harmless from any liability from a third party related to the payment of a Promotional Payment.

11. Payment of shift compensation to Roo

In exchange for the use of the Roo Platform and the services provided by Roo, you agree that Roo shall receive a service fee (“Shift Fee”) for each Shift for which a Professional is matched with a Practice to perform Veterinary Services through the Roo Platform. The Shift Fee for each Shift shall be a determined amount (or an amount that can be determined from the information supplied by the Professional and the Practice prior to the agreement to the Shift) as displayed to the Practice through the Roo Platform at the time of the acceptance of the Shift. In addition, you agree that Roo shall be reimbursed for any third-party charges (including processing fees) paid or payable by Roo in connection with any Shift (“Third Party Fees”). You agree that Roo has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms in the Roo Platform or quoting you an amount or rate for any Shift at the time you make a request. You are responsible for reviewing, and remaining familiar with, the applicable price quote within the Roo Platform and shall be responsible for all charges incurred under your account regardless of your awareness of such charges or the amounts thereof. You also expressly authorize Roo’s service provider, Stripe, Inc., to originate credit transfers to your financial institution account. More information can be found at https://stripe.com/connect-account/legal/recipient.

For each Shift, the Practice agrees to pay Roo the sum of (a) all compensation that the Practice is required to pay to the Professional performing the Shift, including the Shift Compensation payable to the Professional performing the Shift and, if applicable, any required withholding or other taxes, (b) the Shift Fee for the Shift, and (c) any applicable Third Party Fees. All such payments shall be made in accordance with Section 12 (“Payment Methods”) set forth below. Each Practice acknowledges that the establishment through the Roo Platform of a payment mechanism in accordance with Section 12 (“Payment Methods”) is a prerequisite to utilizing the functionality of the Roo Platform.

In addition, Roo reserves the right to introduce or change fees at any time for, or in connection with, the Roo Platform, Content, and/or Services, and Roo will provide notice of any material changes to its applicable fees.

12. Payment methods

Each Practice may provide through the Roo Platform a valid credit card, debit card, prepaid charge card or other payment mechanism approved by Roo to facilitate payments owed by you to Roo under this User Agreement. Each Practice acknowledges that having a current and valid payment mechanism on file may be a precondition to its ability to utilize the Roo Platform and receive the Services.

You authorize Roo to charge any and all amounts payable by you under this User Agreement using any such payment mechanism on file with the Roo Platform, provided that if any payment amount cannot be processed with payment mechanism held by Roo, you shall make, upon Roo’s request, immediate payment of such amount by ACH, wire transfer or other payment method required by Roo. Upon addition of a new payment method, Roo may seek authorization of the selected payment method to verify the payment method, ensure payment charges will be covered and protect against unauthorized behavior. The authorization is not a charge, but it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of the authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. Roo shall not be held responsible for these charges and is unable to assist you in recovering them from your issuing bank.

If expressly authorized by Roo (or this User Agreement), Roo will invoice User for certain amounts due hereunder pursuant to the following terms (collectively, the “Invoicing Terms”): (a) each such invoice is due and payable 60 days (or a different time period specified by Roo or this User Agreement) after the invoice date, (b) the outstanding balance of any payment not received from User by the due date shall accrue interest at 1.5% per month (or, if lower, the maximum rate permitted by applicable law) from the date such payment is due until the date paid, and (c) User shall also pay all costs incurred (including reasonable legal fees) in collecting overdue amounts.

13. Ownership of Roo platform and content on Roo platform

Except for Your User-Generated Content (as described below), as between Roo and you, the Roo Platform (including, any Software Components), the Services and all information, text, software, data, photographs, music, video, messages, tags or any other Content made available through the Roo Platform or Services, and all intellectual property rights therein (including, without limitation, database rights, copyright, design rights, trademarks and other similar rights wherever existing in the world), are and shall remain the sole property of Roo and each User hereby assigns, conveys and transfers to Roo any rights it may acquire therein. The Roo Platform and the Content may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Roo, and as a condition of your access to the Roo Platform, you shall not modify, rent, lease, loan, sell, distribute or create derivative works based on the Roo Platform or any Content, in whole or in part. Further, as a condition of your access to the Roo Platform, you will not attempt to hack, crack or otherwise access any portion of the Roo Platform which is not made available by Roo in the ordinary course of making the Roo Platform generally available to registered Users. Roo herein reserves the right to use security components that may permit digital Content to be protected (including, by way of example and not limitation, digital watermark technology), and you agree that use of protected Content is subject to usage guidelines established by Roo or any other providers supplying the Content. You shall not attempt to override or circumvent any such security components.

The Roo Platform may contain information, text, software, data, photographs, music, video, messages, tags and other Content submitted by Users or third parties (“User-Generated Content”). User-Generated Content may include, without limitation, User profile information, performance ratings or reviews, survey responses, forum postings, message board posts, and similar comments and feedback. You agree that all User-Generated Content, whether it is publicly or privately posted and/or transmitted, is the sole responsibility of the User from whom such User-Generated Content originated and, accordingly, that (i) you own or have a license to such User-Generated Content to allow you to transmit such to the Roo Platform, (ii) you are solely responsible for evaluating any and all User-Generated Content made available by way of the Roo Platform or Services, and (iii) Roo provides no assurances concerning the accuracy, integrity or quality of such User-Generated Content. It is expressly understood that by use of the Roo Platform or Services, you shall be responsible for any losses or liability to which you may be exposed as a result of User-Generated Content including, but not limited to, any errors or omissions in any User-Generated Content and/or any loss or damage of any kind incurred as a result of the use of any User-Generated Content posted, emailed, transmitted or otherwise made available by Roo, and you hereby agree to hold Roo harmless and indemnify Roo from any claims related thereto. Roo reserves the right to remove, redact or edit User-Generated Content posted or transmitted through the Roo Platform (including, by way of example and not limitation, be removing or condensing reviews posted by Users), but no exercise of such right shall make Roo responsible in any way for the contents of User-Generated Content.

Roo does not lay claim to ownership of any User-Generated Content which you may submit, provide or otherwise make available to Roo (“Your User-Generated Content”). Therefore, you hereby grant to Roo a worldwide, fully-paid, royalty-free, irrevocable, transferrable and fully- sub-licensable, non-exclusive right and license to use, permit the use of, copy, reproduce, distribute, publish, modify, adapt or otherwise create derivative works from, publicly perform, publicly display and otherwise exploit and utilize in any manner all of Your User-Generated Content, solely in accordance with the Roo Platform Privacy Policy.

14. Browser configuration and software components

The Roo Platform may be accessed via a mobile website, in which case you may be required to have your browser configured to accept cookies. An explanation of cookies can be found in the Roo Platform’s Privacy Policy.

Roo may, now or in the future, make available mobile applications or other downloadable software or software components (including, without limitation, applications on various social media networking platforms or other mobile software) as part of the Roo Platform to access the Services (“Software Component”), in which event you agree that such Software Component is provided to you pursuant to the terms of the end user license made available with such Software Component. If no end user license is made available with such Software Component, then Roo grants you only a personal, non-transferable and non-exclusive license to make use of the object code of the Software Component on your personal device and, as a condition of such license grant, you shall not, duplicate, alter, modify, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software Component. Furthermore, as a condition of the aforementioned license grant, you agree not to alter or change the Software Component in any manner, nature or form, and as such, not to use any modified versions of the Software Component, including and without limitation, for the purpose of obtaining unauthorized access to the Roo Platform or Services. You acknowledge and agree that the Software Component may automatically download and install upgrades, updates, or other new features. You may be able to adjust whether you receive these automatic downloads through your hardware’s settings.

15. Third party services and content

The Services may be made available or accessed in connection with third party services and content (including advertising) that Roo does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Roo does not endorse such third party services and content and in no event shall Roo be responsible or liable for any products or services of such third party providers. Without limitation to the foregoing, to the extent that you download any Software Component from the Apple Store, Google Play, the Microsoft Store or another mobile application store or distribution platform operated by a third party (the “App Platform Provider”), your downloading of the Software Component shall be subject to any terms of service established by the App Platform Provider and you further acknowledge and agree that:

• This User Agreement is between you and Roo, and not with the App Platform Provider. As between Roo and the App Platform Provider, Roo is solely responsible for the Software Component and all other aspects of the Roo Platform. Without limitation to the foregoing, the App Platform Provider has no obligation to furnish any maintenance and support services with respect to the Software Component or any other aspect of the Roo Platform.
• The App Platform Provider and its subsidiaries are third-party beneficiaries of this User Agreement as relates to your license of the Software Component, and the App Platform Provider will have the right to enforce this User Agreement as related to your license of the Software Component against you as a third-party beneficiary hereunder.

16. Conduct on Roo platform

You agree, as a condition to the rights granted to you herein, to follow the following basic rules of conduct when using the Roo Platform and/or Services:

1. You will comply with this User Agreement and all applicable laws.
2. You will not share your password with anyone or transfer or sell, or attempt to transfer or sell, your user account and/or password.
3. You will not use the Roo Platform or the Services in connection with any discrimination against anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, sexual orientation or other attribute of a protected class.
4. You will not harass, threaten or abuse other people when using the Roo Platform or Services in any manner, and you will not post, upload, post, email or otherwise transmit to, through or in connection with the Roo Platform, any Content that Roo determines to be unlawful, harmful, fraudulent, libelous, defamatory, vulgar, obscene, tortuous or illegal, or that Roo determines to be abusive, profane, harassing, hateful and/or racially, ethnically or otherwise objectionable.
5. You will not post, upload, email, or otherwise transmit to, through or in connection with the Roo Platform any Content in violation of any third party’s copyright, patent, trademark, trade secret, rights of publicity or privacy or other proprietary or intellectual property rights or otherwise use the Roo Platform in any way that infringes any third party’s proprietary or intellectual property rights.
6. You will not post, upload, post, email or otherwise transmit to, through or in connection with the Roo Platform any Content that may contain a virus, cancelbot, Trojan horse, harmful code or other computer code, files and/or programs which have been designed to interfere, interrupt, damage, destroy and/or limit the functionality or operation of any computer software, hardware or telecommunication equipment or surreptitiously intercept or expropriate any system, data or personal information.
7. You will not impersonate any other person or misrepresent a relationship with any person or entity, including, without limitation, impersonating a Roo representative or misrepresenting a relationship with Roo, and you will not adopt a false identity or deceive or defraud another User.
8. You will not disrupt the normal flow of communication or otherwise act in any manner that would negatively affect other Users’ ability to participate in any real time interactions through the Roo Platform or Services.
9. You will not manipulate the Roo Platform or the Services to hide your identity or participation in the Roo Platform or to disguise the origin of any information transmitted through the Roo Platform (including by using another person’s identity, changing headers or otherwise modifying any other possible identifier).
10. You will not, without Roo’s prior written authorization, “frame” or “mirror” any part of the Roo Platform, use meta tags or code or other devices containing any reference to Roo in order to direct any person to any other website for any purpose, or use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, scrape, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Roo Platform or its Content.
11. You will not knowingly use any device, software or technique to interfere with or attempt to interfere with the proper working of the Roo Platform.
12. You will not modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Roo Platform or any software used on or for the Roo Platform or rent, lease, lend, sell, redistribute, license or sublicense the Roo Platform or access to any portion of the Roo Platform.
13. You will not intentionally or unintentionally violate any local, state, federal, national or international law, including, but not limited to, rules, guidelines and/or regulations decreed by the U.S. Securities and Exchange Commission in addition to any rules of any nation or other securities exchange.
14. You will not upload, post, email, transmit, offer or otherwise send any bulk unsolicited advertising, promotional information, e-mail or other solicitation (including without limitation junk mail, “spam,” chain letters or pyramid schemes of any sort) to any person through the use of the Roo Platform or Services.
15. You will not cause any third party to engage in, or assist or encourage any third party engaging in, any restricted activities identified above.

If you violate any of the rules of conduct set forth above, or any other aspect of this User Agreement, Roo reserves the right to suspend or terminate your account and your access to and use of the Roo Platform and the Services without giving you any notice. Roo further reserves the right (but shall have no obligation) to at any time remove and/or delete any Content that Roo determines in its sole discretion to be inappropriate or undesirable for the Roo Platform.

17. Feedback by users

Roo may provide mechanisms for Users to contribute feedback to the Roo Platform or Services. If, and to the extent that you submit any feedback, ideas, documents, suggestions and/or proposals concerning the Roo Platform or the Services (“Contributions”), you agree that: (1) Roo is granted a worldwide, fully-paid, royalty-free, irrevocable, transferrable and fully-sub licensable, non-exclusive right and license to use, copy, reproduce, distribute, publish, modify, adapt or otherwise create derivative works from and otherwise exploit and utilize in any manner all such Contributions, (2) Roo is under no obligation to either compensate or provide any form of reimbursement in any manner or nature for any such Contribution nor is Roo under any obligation to ensure or maintain the confidentiality of any Contribution; and (3) Roo shall accordingly be entitled to make use of and/or disclose any such Contributions in any such manner as it may see fit. You further represent and warrant that your Contributions do not contain any type of confidential or proprietary information and are not subject to any proprietary rights of any third party.

18. Intellectual property infringement claims procedures

If you believe that any of the Content on the Roo Platform infringes upon your copyright, or otherwise violates your intellectual property rights, you should provide to the Roo agent identified below all of the following:

1. The electronic or the physical signature of the individual that is authorized on behalf of the owner of the copyright or other intellectual property interest;
2. A description of the copyrighted work or other intellectual property that you believe has been infringed upon;
3. A description of the Content, and its location within the Roo Platform, which you allege is infringing upon your intellectual property;
4. The physical address, telephone number and email address of the owner of the intellectual property;
5. A statement, in which you state that the alleged and disputed use of your copyright or other intellectual property is not authorized by the owner of the copyright or other intellectual property, its agents or the law;
6. And finally, a statement, made under penalty of perjury, that the aforementioned information in your notice is the truth and accurate, and that you are the copyright or intellectual property owner, or a representative or agent authorized to act on the copyright or intellectual property owner’s behalf.

The Roo agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:

Roo
595 Pacific Ave
4th floor
San Francisco, CA 94133
Attn: DMCA Agent
Telephone: 1-833-ROO-VETS (833-766-8387)
Email: [email protected]

Notwithstanding anything to the contrary in this Agreement, Roo will have no liability for any infringement or misappropriation action or claim of any kind to the extent that it results from: (a) modifications to the Roo Platform or Service made by a party other than Roo, if the infringement or misappropriation would not have occurred but for such modifications; (b) your failure to use updated or modified access to the Roo Platform or Services provided by Roo to avoid infringement or misappropriation; (c) Roo’s compliance with any designs or specifications provided by you; and (d) your use of the Roo Platform or Service other than as authorized by this Agreement.

19. Third parties advertisers and links to other resources

Any correspondence or business dealings with, or the participation in any promotions of, other Users or other third parties through the Roo Platform or Services (which business dealings may include the payment and/or delivery of goods and/or services, and any such other term, condition, warranty and/or representation associated with such dealings) are and shall be solely between you and any such third party. You agree that Roo shall not be responsible or liable for any loss or damage of any nature or manner incurred as a direct result of any such dealings with any such third party.

Roo and third parties may provide links to other websites and/or resources. You acknowledge and agree that Roo is not responsible for the availability of any such external sites or resources, and Roo does not endorse, nor is it responsible or liable for, any content, products, advertising or any other materials, on or available from such third party sites or resources. Furthermore, you acknowledge and agree that Roo shall not be responsible or liable, directly or indirectly, for any damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any content, goods or services made available on or through any such site or resource.

20. Warranty disclaimers

YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE ROO PLATFORM, SERVICES AND CONTENT ARE AT YOUR SOLE RISK. THE ROO PLATFORM, SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND/OR “AS AVAILABLE” BASIS. ROO EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE ROO PLATFORM, SERVICES AND CONTENT, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITATION TO THE FOREGOING, ROO EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES THAT (i) THE ROO PLATFORM, SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS; (ii) THE ROO PLATFORM, SERVICES OR CONTENT SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE ROO PLATFORM, SERVICES OR CONTENT WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE OBTAINED THROUGH THE ROO PLATFORM, SERVICES OR CONTENT WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY ERRORS CONTAINED IN THE ROO PLATFORM SHALL BE CORRECTED. ANY SOFTWARE COMPONENTS OR CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF THE ROO PLATFORM SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH, YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH SOFTWARE COMPONENTS OR CONTENT.

Without limitation to the foregoing, Roo is not responsible for the conduct, whether online or offline, of any User of the Roo Platform or the Services. You are solely responsible for your interactions with other Users. By its very nature, other Users’ information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. Moreover, because User authentication on the Internet is difficult, Roo cannot and does not confirm that each User is who they claim to be. Accordingly, you should use common sense when using the Roo Platform and Services, including looking at the photos of any other User with whom you are matched with to make sure it is the same individual with whom you deal in person. Please note that there are also risks of dealing with people acting under false pretense, and Roo does not accept responsibility or liability for any content, communication or other use or access of the Roo Platform by other Users. By using the Roo Platform, you agree to accept and assume such risks and agree that Roo is not responsible for the acts or omissions of Users on the Roo Platform or participating in the Services. In the event that you have a dispute with one or more other Users, you release Roo and its subsidiaries and affiliates and their respective directors, officers, shareholders, employees, printers, contractors, licensors, suppliers, vendors, partners, agents and representatives (collectively “Roo Parties”) from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes to the fullest extent permitted by law.

21. Limitation of liability

YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT THE ROO PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH THE ROO PARTIES MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR. IN ADDITION, THE LIABILITY OF THE ROO PARTIES TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF $1,000 OR THE AMOUNT YOU HAVE PAID TO ROO IN THE TWELVE MONTHS BEFORE THE ACTION GIVING RISE TO LIABILITY.

22. Indemnity

You shall indemnify and hold harmless the Roo Parties from and against any liability, loss, cost, claim, demand or other harm of any kind, including reasonable attorneys’ fees, incurred or suffered by the Roo Parties and arising out of or in connection with (a) your User-Generated Content; (b) your use of the Roo Platform or Services; (c) the use of the Roo Platform or Services by any person who uses the Roo Platform or Services while logged on under your user name and password; (d) your violation of any provision in this User Agreement; (e) any claim by a Professional and/or a Practice (as applicable) related to claims for tax, employment status, misclassification, wage and hour disputes, workers’ compensation, unemployment claims, bodily injury (including death), property damage and/or personal injury; or (f) your violation of any laws or of any rights of a third party.

23. Relationship of the parties

As stated above, the Roo Platform allows a Practice to identify potential Shifts for which it is seeking Professionals to perform Veterinary Services and for one or more Professionals to offer to perform Veterinary Services for such prospective Shifts. As a User of the Roo Platform, you acknowledge and agree that you and Roo are in a direct business relationship, and the relationship between the parties under this User Agreement is solely that of independent contracting parties. You agree that Roo has no involvement in decisions of a Professional or a Practice to engage in Veterinary Services through the Roo Platform, but rather, Roo’s purpose hereunder is to provide the Roo Platform to Professionals and Practices as a means to connecting the parties. You and Roo expressly agree that (1) this User Agreement is not an employment agreement and does not create an employment relationship between you and Roo; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this User Agreement. You agree that neither you nor any other User has any authority to bind Roo, and you undertake not to hold yourself out as an employee, agent or authorized representative of Roo.

Roo does not, and shall not be deemed to, supervise, direct or control any User generally or the performance of any User under this User Agreement specifically, including in connection with any provision of Veterinary Services by any Professional to a Practice or any other User’s acts or omissions. Each User retains the sole right to determine when, where and for how long the User will utilize the Roo Platform and whether to engage in Veterinary Services with other Users. Each User retains the option to accept or to decline or ignore another User’s request for or offer of a Shift via the Roo Platform, or to cancel an accepted Shift via the Roo Platform, subject to the then-current cancellation policies on the Roo Platform. You acknowledge and agree that Users have complete discretion in connection with the provision of Veterinary Services by Professionals, the utilization of Veterinary Services by Practices and the manner in which they otherwise engage in other business or employment activities. You expressly acknowledge and agree that the issuance of payments through the Roo Platform as compensation from a Practice to a Professional for Veterinary Services is purely for convenience and in no way is intended to implicate Roo as an employer or a recipient of the services of either a Professional or a Practice. Without limitation to the foregoing, Roo will have no power or authority to provide instructions to or direct, supervise or control any Professional with respect to the means, manner or method of performance of Veterinary Services, and each Professional will, in the exercise of his or her independent judgment, select the means, manner, sequence and method of performance thereof.

24. Notice and communications

Roo may furnish you with notices relating to this User Agreement by any reasonable means currently known or which may be developed including, but not limited to, email, regular mail, MMS or SMS text messaging or postings on the Roo Platform. To the extent that Roo uses any contact information you have provided through your registration of your user account or otherwise, you agree that transmittal in accordance with such contact information shall be deemed valid notice to you, and any failure by you to update such contact information shall not affect the validity of such notice given to you. You hereby expressly consent to Roo’s furnishing you with the aforementioned notices and may rescind such consent in accordance with the Roo Platform Privacy Policy.

If you wish to contact Roo, you may use the following contact information.

Roo
595 Pacific Ave
4th floor
San Francisco, CA 94133
Telephone: 1-833-Roo-Vets (833-766-8387) or 917-805-5220
Email: [email protected] or [email protected]

In addition to notices under this User Agreement, by entering into this User Agreement or using the Roo Platform, you agree to receive communications from Roo, including via e-mail, text message, calls and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Roo, its affiliated companies and/or other Users may include but are not limited to: operational communications concerning your User account or use of the Roo Platform or Services, updates concerning new and existing features on the Roo Platform, communications concerning promotions run by Roo or third-party partners and news concerning Roo and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages sent under this User Agreement.

25. General terms

This User Agreement constitutes the entire agreement between you and Roo and shall govern the use of the Roo Platform, Services and Content, superseding any prior version of this User Agreement. The headings in this User Agreement are inserted as a matter of convenience only and do not define, limit or describe the scope of this User Agreement or the intent of the provisions hereof. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person may in the context require. The use of the words “include,” “including” or variations thereof in this User Agreement shall be deemed to be by way of example rather than by limitation. No failure or delay in exercising or enforcing any right or provision of this User Agreement shall constitute a waiver of such right or provision. You and Roo mutually agree that the relationship between the parties shall be governed by the laws of the State of Texas without regard to its conflict of law provisions. If any provision of this User Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this User Agreement remain in full force and effect. Except as expressly provided in Section 15 (“Third Party Services and Content”), the parties agree that there are no third-party beneficiaries to this User Agreement. For the avoidance of doubt, each contract between Roo and each User who agrees to the terms of this User Agreement is a separate and independent contract and so no User may enforce the terms of any User Agreement between Roo and another User. Roo may at any time assign Roo’s rights under this User Agreement or any part hereof. You may not sell or assign any of your rights under this User Agreement or any part hereof, either voluntarily or by operation of law, without the prior written consent of Roo. Subject to the foregoing, this User Agreement shall be binding upon Roo, you and Roo’s and your respective legal representatives, successors and assigns.