End User License Agreement
This End User License Agreement (“Agreement”) is entered into by and between Family 1-X
Holdings, a Delaware LLC with its principal place of business in [City], Delaware
(“Licensor”), and the individual veterinarian or veterinary practice accepting this
Agreement (“Licensee”).
By clicking “I Agree” or by accessing or using the readXr software (“Software”), Licensee
agrees to be bound by this Agreement. If Licensee does not agree, they may not use the
Software.
1. License Grant
Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable license to
access and use the Software solely:
for animal health purposes only,
by licensed and actively practicing Doctors of Veterinary Medicine (DVMs), and
within the scope of a valid Veterinarian-Client-Patient Relationship (VCPR) where required
by law.
2. Restrictions
Licensee shall not:
Use the Software on human images or for human diagnosis or treatment.
Copy, modify, reverse engineer, or create derivative works of the Software.
Rent, lease, resell, sublicense, or otherwise distribute the Software or its outputs.
Publish, benchmark, or disclose performance results without Licensor’s prior written
consent.
Use the Software in violation of applicable veterinary laws, regulations, or export controls.
3. Clinical Disclaimer
The Software is a decision-support tool only.
It does not provide medical advice and is not a diagnostic device.
Clinical responsibility, including diagnoses, treatments, and outcomes, rests solely with the
licensed veterinarian.
The Software is not intended for emergency or life-critical use.
4. Data Ownership and Use
Ownership: All patient images, records, and associated veterinary data (“User Data”) remain
the property of Licensee.
License to Licensor: Licensee grants Licensor a limited license to host, process, and transmit
User Data solely to provide the Software.
Optional Use: De-identified or aggregated data may be used by Licensor for QA, security,
and - if Licensee opts in - for algorithm training and product improvement.
Deletion: Upon request or termination, Licensor will delete or return User Data within 30
days, subject to backup and legal retention requirements.
5. Privacy and Security
Licensor will implement reasonable administrative, technical, and physical safeguards to
protect User Data, including encryption in transit and at rest.
If personal information of animal owners is processed, Licensor will act as a “service
provider” under applicable privacy laws (e.g., CPRA/CCPA, PIPEDA).
Licensor will notify Licensee of any security incident or data breach affecting User Data as
required by law.
6. Intellectual Property
The Software, underlying algorithms, and all associated intellectual property remain the
sole property of Licensor.
Licensee may use outputs internally for clinical purposes only.
No rights are granted to Licensee except those expressly stated in this Agreement.
7. Fees and Payment
Licensee agrees to pay all applicable subscription or usage fees as specified in the order
form or distribution agreement.
Fees are non-refundable, except as required by law.
8. Warranties and Disclaimers
The Software is provided “AS IS” and “AS AVAILABLE.”
Licensor disclaims all warranties, express or implied, including merchantability, fitness for a
particular purpose, and non-infringement.
Licensor does not warrant that the Software will be error-free, uninterrupted, or achieve
specific outcomes.
9. Limitation of Liability
To the maximum extent permitted by law, Licensor’s total liability under this Agreement
shall not exceed the total fees paid by Licensee in the 12 months preceding the claim.
Licensor shall not be liable for indirect, incidental, special, consequential, or punitive
damages.
Nothing in this Agreement limits liability for fraud, gross negligence, or willful misconduct
where such limitation is prohibited by law (e.g., California Civil Code §1668).
10. Indemnification
Licensee agrees to indemnify and hold harmless Licensor from claims, damages, or
expenses arising out of:
misuse of the Software,
violation of laws or regulations, or
User Data provided in violation of third-party rights.
11. Term and Termination
This Agreement begins upon acceptance and continues until terminated.
Either party may terminate for material breach not cured within 30 days’ written notice.
Upon termination, Licensee must cease use of the Software, and Licensor will return or
delete User Data as provided in Section 4.
12. Governing Law and Venue
This Agreement is governed by and construed in accordance with the laws of the State of
Delaware, without regard to conflict-of-laws rules.
Any disputes shall be brought exclusively in the state or federal courts located in Delaware,
and both parties consent to such jurisdiction.
13. General Provisions
Entire Agreement: This Agreement constitutes the complete agreement between the parties
regarding the Software.
Amendments: Licensor may update this Agreement prospectively with notice; continued
use constitutes acceptance.
Assignment: Licensee may not assign this Agreement without Licensor’s prior written
consent.
Severability: If any provision is held unenforceable, the remainder shall continue in full
force and effect.
14. Acceptance
By clicking “I Agree” or by using the Software, Licensee confirms they have read,
understood, and agree to be bound by this Agreement.