Veterinary Provider Agreement

1. Acceptance of This Agreement

This Veterinary Provider Agreement ("Agreement") is between you ("you" or "Provider") and Refett LLC ("Refett," "we," "us," or "our"), and governs your listing and participation on the Refett platform (the "Platform"). By creating a provider account, checking the box indicating you have read and agree to this Agreement, or otherwise listing your services on the Platform, you agree to be bound by this Agreement and by our Privacy Policy.

2. What Refett Provides

Refett operates an online directory that lists individual, independently licensed veterinary providers, rather than practices, and connects pet owners searching by specialty, condition, location, price, financing, and availability directly with those providers. A provider's profile may note the practice they are affiliated with, but Refett's platform, search results, and appointment requests are organized around the individual provider, not the practice. Refett forwards pet-owner appointment requests ("Leads") to you; Refett does not schedule, confirm, supervise, or participate in the veterinary services you provide.

3. Eligibility and Verification

You represent and warrant that you hold a valid, active, and unrestricted license to practice veterinary medicine in each state you list, and that you will provide accurate license information (including license number and issuing state) during onboarding. Refett will take commercially reasonable steps to verify your license against the relevant state board of registration and to verify your identity (currently via a third-party identity-verification provider) before approving your listing. You agree to notify Refett within 7 business days of any suspension, revocation, restriction, investigation, or other adverse change to your license status in any state, and Refett may suspend or remove your listing immediately upon learning of such a change.

4. Independent Contractor Status

You are an independent business, not an employee, agent, partner, or joint venturer of Refett. Nothing in this Agreement creates an employment, agency, or partnership relationship. You are solely responsible for all veterinary services, advice, diagnoses, and treatment you provide, and for maintaining a valid veterinarian-client-patient relationship as required by applicable law. Refett does not direct, control, or supervise your clinical judgment or the manner in which you deliver care.

5. Your Listing

You are solely responsible for the accuracy and completeness of your profile, including your credentials, specialties, service area, contact information, pricing/financing information, and availability. You agree to keep this information current and to promptly correct any inaccuracies.

If you disclose a price on your profile, it must reflect your standard new-patient exam fee, and you agree to update it whenever it changes so that the "as of" date shown to pet owners remains accurate. Any booking fee you require will be credited toward that exam fee as described on your profile, and you agree not to require a booking fee that is not credited in this way. Disclosing pricing and financing information is optional; if you choose not to, your profile will indicate that it has not been provided.

6. Leads

Refett forwards appointment requests to you as Leads. You are responsible for responding to and confirming appointments with pet owners directly; Refett does not guarantee the volume, quality, or conversion of Leads.

7. Mobile and House-Call Appointments: Client Recordings and Home Access

If you provide mobile or house-call veterinary services arranged through the Platform, you acknowledge that a pet owner's home may be equipped with audio or video recording devices (such as video doorbells, indoor or outdoor security cameras, or other smart-home devices with recording functionality) that may capture your visit. Our Pet Owner Terms of Service require pet owners to disclose such devices to you in advance of the visit and to obtain your consent before recording you themselves. If you become aware of an undisclosed recording device, or believe you are being recorded without your consent, you may decline to proceed with or continue the visit.

You are solely responsible for your own safety and professional judgment when providing services at a pet owner's home, including deciding whether a particular location or situation is safe to enter or continue working in. Refett has no ability to supervise, and does not guarantee, conditions at any pet owner's home. You remain responsible for complying with applicable wiretapping and recording-consent laws, including Massachusetts's two-party consent requirement, with respect to any recording you make in connection with a house call.

8. Your Data Handling Obligations

When Refett forwards a Lead to you, you receive personal information about a pet owner and their pet, for example contact information, pet details, and the reason for the requested visit. You agree to: use that information solely to respond to and provide the requested veterinary services; take reasonable steps to protect it, consistent with applicable law and your own professional obligations; not sell, rent, or export it for any purpose outside of providing services to that specific pet owner; and not use it to send marketing or promotional communications unless the pet owner has separately and affirmatively opted in to receive them from you directly. This obligation survives termination of this Agreement with respect to information you received while it was in effect.

9. Fees

Refett does not currently charge Veterinary Providers any fee for use of the Platform, including for Leads delivered through the Platform (Leads are described in Section 6).

Refett reserves the right to introduce a fee for Leads, a subscription fee, or other revenue models in the future. If Refett introduces any such fee, it will provide the Veterinary Provider at least 30 days' advance notice by email and/or through a notice posted in the Veterinary Provider's account dashboard before the fee takes effect, and will update this Agreement to describe how the fee works. Continued use of the Platform after a fee takes effect constitutes acceptance of it. This 30-day notice requirement applies in place of the general notice provision in Section 31 for the introduction of, or any later change to, fees.

Pet Owners are never charged a fee by Refett for using the Platform.

10. Payment Authorization and Processing

Refett does not currently collect or process any payment from Veterinary Providers. This section is reserved for payment authorization and processing terms, which Refett will add to this Agreement if and when it introduces a fee under Section 9.

11. Taxes

You are solely responsible for determining, reporting, and paying any taxes arising from fees you pay to Refett or from payments you receive for your veterinary services. Refett does not provide tax advice.

12. No Exclusivity

This Agreement is non-exclusive. You may list your practice on other platforms and are not restricted from using competing services.

13. Compliance with Competition Laws

You will not use the Platform to view, access, or otherwise use Content about other providers (including pricing, availability, or specialty information) for any purpose other than assessing your own competitive positioning in the ordinary course of business. You will not use the Platform, directly or indirectly, to reach or attempt to reach any agreement or understanding with another provider regarding the prices charged for services, the availability or scope of services offered, or the allocation of customers or territories, and you will not otherwise use the Platform to engage in price-fixing, output restriction, market allocation, or any other conduct that violates applicable antitrust or competition laws.

14. Provider Content and Suggestions

You may have the opportunity to submit suggestions, notes, or other content through the Platform (for example, a suggestion that a search term or category be added). Any such content must be accurate and must not violate any third party's rights. By submitting it, you grant Refett a non-exclusive, royalty-free, worldwide, sublicensable license to use, edit, and incorporate that content, including in summarized or generalized form, into Refett's shared search taxonomy or other Platform features, which may then be used by and visible to other providers and pet owners.

15. Disputes With Pet Owners

You are solely responsible for resolving any dispute with a pet owner arising from the veterinary services, billing, or any other aspect of an interaction that began through the Platform. Refett is under no obligation to become involved in such a dispute, and, to the fullest extent permitted by law, you release Refett from any claims arising out of or related to such a dispute.

You acknowledge that you are aware of, and expressly waive the benefit of, California Civil Code Section 1542 and any similar law of any jurisdiction, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

16. License to Display Your Information

You grant Refett a non-exclusive, royalty-free, worldwide license to display your name, credentials, photograph, practice information, and other profile content you submit, on the Platform and in Refett marketing materials, for the purpose of operating and promoting the Platform. This license ends when you delete your listing, except that Refett may retain records as required by law or for legitimate business purposes (such as dispute resolution).

If your name, photograph, or likeness is included in the content you submit, you release Refett from any claim for defamation, invasion of privacy or publicity rights, or similar claims arising from Refett's use of that content in accordance with the license above, provided Refett's use is consistent with this Agreement.

17. Refett Trademarks

Refett owns all rights in the "Refett" name and logo and any other trademarks, service marks, or branding Refett uses in connection with the Platform (the "Refett Marks"). This Agreement does not grant you any right to use the Refett Marks except as, and solely to the extent, Refett expressly authorizes in writing (for example, a badge or widget Refett makes available for you to display on your own website). You will not register, or apply to register, the Refett Marks or any confusingly similar term as a business name, trademark, domain name, or social media handle, and you will not state or imply that you are Refett, that your practice is owned or operated by Refett, or that Refett endorses your services beyond your listing on the Platform.

18. Compliance with Law

You are solely responsible for complying with all laws, regulations, and professional/ethical rules applicable to your practice of veterinary medicine, including any applicable veterinarian-client-patient relationship (VCPR), telemedicine, and advertising rules in each state where you provide services.

19. Insurance

You represent that you maintain professional liability (malpractice) insurance appropriate to your practice, and will provide proof upon Refett's reasonable request.

20. Suspension and Termination

Refett may suspend or remove your listing at any time, with or without notice, for reasons including but not limited to: inaccurate or misleading listing information, license issues, credible complaints from pet owners, non-payment of fees owed under this Agreement, or violation of this Agreement. You may deactivate your listing at any time by using your dashboard settings.

21. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." REFETT DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE PLATFORM OR ANY PARTICULAR VOLUME OR QUALITY OF LEADS.

22. Limitation of Liability

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH REFETT IS TO STOP USING THE PLATFORM AND, IF APPLICABLE, DEACTIVATE YOUR LISTING.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REFETT'S TOTAL LIABILITY TO YOU ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES YOU PAID TO REFETT IN THE 12 MONTHS PRECEDING THE CLAIM (OR $100 IF YOU HAVE PAID NO FEES). REFETT WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

23. Indemnification

You agree to indemnify and hold Refett harmless from any claims, damages, or expenses (including reasonable attorneys' fees) arising from: (a) the veterinary services, advice, or care you provide to any pet owner; (b) your breach of this Agreement; or (c) your violation of any law or third party's rights.

24. Time Limit on Claims

To the fullest extent permitted by law, any claim arising out of or related to this Agreement or the Platform must be filed within one (1) year after the claim arose, or it will be permanently barred.

25. Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Refett agree that any dispute, claim, or controversy arising out of or relating to this Agreement or your use of the Platform (a "Claim") will be resolved by binding, individual arbitration rather than in court, except that: (a) you or Refett may bring an individual claim in small claims court if it qualifies; and (b) either party may seek injunctive relief in court to stop actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights, including the Refett Marks.

YOU AND REFETT EACH WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. Claims must be brought in each party's individual capacity only, not as a plaintiff or class member in any purported class, consolidated, or representative proceeding, and the arbitrator may not consolidate more than one person's claims.

Before starting an arbitration, you and Refett agree to first try to resolve the dispute informally. You may send written notice describing the dispute and the relief sought to info@refett.com / 82 Wendell Ave STE 100, Pittsfield, MA 01201; we will send notice to the email or mailing address on your account. If the dispute is not resolved within 45 days after notice is received, either party may commence arbitration.

Arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect and will take place in Pittsfield, Massachusetts, unless you and Refett agree otherwise. Except for the class-action waiver above, which only a court may decide, the arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, or enforceability of this arbitration agreement.

If any part of this Section is found unenforceable, it will be severed and the remainder enforced, except that if the class-action waiver above is found unenforceable as to a particular Claim, that Claim (and only that Claim) must be brought in court rather than arbitration.

26. Governing Law

This Agreement is governed by the laws of the Commonwealth of Massachusetts. Any Claim not subject to arbitration under Section 25 will be brought exclusively in the state or federal courts located in Massachusetts, and you consent to the jurisdiction of those courts.

27. Force Majeure

Refett will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, internet or utility outages, or failures of third-party services the Platform relies on (such as hosting, payment, or identity-verification providers).

28. Severability; Miscellaneous

If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between you and Refett. This Agreement, together with our Privacy Policy, is the entire agreement between you and Refett regarding the Platform and supersedes any prior agreements on that subject.

29. Notice to California Residents

Refett LLC, 82 Wendell Ave STE 100, Pittsfield, MA 01201, (503) 732-6134, provides the following notice to California residents under California Civil Code Section 1789.3: if you have a question or complaint regarding the Platform, you may contact us at the address and phone number above, or at info@refett.com. California residents may also reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

30. Electronic Signature and Communications

By checking the box indicating your agreement, creating a provider account, or otherwise using the Platform, you are electronically signing this Agreement. Your electronic signature has the same legal effect as a handwritten signature.

You also agree that Refett may provide notices, disclosures, and other communications required or permitted under this Agreement electronically, including by email, through the Platform, or by posting on the Platform, and that such electronic communications satisfy any legal requirement that a communication be "in writing." You are responsible for maintaining a current email address and for ensuring you are able to access electronic communications. You may withdraw this consent by discontinuing use of the Platform and contacting us at info@refett.com, though withdrawal will not affect the validity of communications already sent.

31. Changes to This Agreement

Refett may update this Agreement from time to time and will provide notice of material changes. Continued use of the Platform after changes take effect constitutes acceptance.

32. Contact Us

Questions about this Agreement can be sent to info@refett.com