StationReady Pilot Client Agreement

This Agreement is between:

Provider: Virtus Nemeton Ltd (company no. 17181232), doing business as StationReady, with a registered address at Radcliffe, Manchester, England, M26 1BB ("StationReady," "Provider," "we," "us," or "our").

Client: The veterinary practice identified on the StationReady checkout page or Order Form ("Client," "Practice," "you," or "your").

StationReady and Client may each be referred to as a "Party" and together as the "Parties."

StationReady provides a QR-based clinical operations software tool that helps veterinary teams document station-readiness checks, view check status, capture issue notes/photos, and receive readiness alerts.

StationReady is an administrative workflow and documentation tool. It is not a medical device, not a substitute for professional veterinary judgment, not a certification of equipment safety, and not a replacement for the Practice's internal protocols, manufacturer instructions, legal obligations, or clinical responsibilities.

During the Pilot Term, StationReady will provide the following:

• Mobile QR-based station check flow.
• Manager readiness dashboard.
• Station setup for up to 15 stations.
• User access for up to 25 users.
• One active checklist template.
• QR code generation and printable QR label files.
• Private photo upload capability for issue documentation.
• Daily readiness email alerts.
• Failed-check email alerts.
• Basic CSV export.
• Initial configuration support and reasonable first-month onboarding support.

The pilot begins on the Effective Date and continues for 90 days unless terminated earlier under this Agreement.

At the end of the Pilot Term, the Client may either: (a) continue using StationReady under a standard subscription plan; (b) request a mutually agreed extension; or (c) cancel the Service.

Client agrees to pay:

• Pilot Setup Fee: $2,500 one-time, due at signing/payment.
• Pilot Subscription Fee: $399/month, billed monthly through Stripe during the Pilot Term.
• Fees are exclusive of taxes, duties, payment processing charges, and similar assessments unless otherwise stated in writing.

Client authorizes StationReady and its payment processor, Stripe, to charge Client's selected payment method for the one-time setup fee, recurring subscription fees, applicable taxes, and any agreed add-on charges.

By submitting payment information, Client represents that it is authorized to use the payment method provided. Client agrees to keep payment information current. If a payment fails, StationReady may retry the payment, request updated payment information, suspend access after reasonable notice, or terminate this Agreement.

Stripe, not StationReady, processes payment card information. StationReady does not store full payment card numbers.

Client agrees that this Agreement may be signed electronically, including by e-signature, checkbox acceptance, Stripe checkout acceptance, or other electronic acceptance method. Client agrees that electronic acceptance has the same legal effect as a handwritten signature.

Client also agrees to receive invoices, receipts, notices, and account communications electronically at the email address provided.

StationReady will use commercially reasonable efforts to configure the pilot promptly after receiving required information from Client.

Client is responsible for providing: station names and locations; checklist wording approved by the Practice's appropriate clinical lead; names and emails of authorized users; notification recipients; logo or branding assets if desired; any requested practice-specific settings.

StationReady is not responsible for delays caused by incomplete or inaccurate Client information.

Client remains solely responsible for veterinary care and patient safety; equipment inspection, maintenance, and use; compliance with laws, regulations, professional standards, manufacturer instructions, and internal protocols; determining whether a station, machine, circuit, vaporizer, oxygen source, scavenging setup, or other equipment is safe for use; training personnel on clinical procedures; reviewing and approving checklist content.

StationReady does not provide veterinary medical advice, clinical decision-making, equipment certification, or legal compliance advice.

Client will not: use the Service unlawfully; upload malicious code; attempt to reverse engineer or disrupt the Service; share login credentials outside authorized users; upload unnecessary patient-identifying information; upload highly sensitive information not required for station-readiness documentation; circumvent security controls; or use the Service in a way that creates an unreasonable burden on the system.

"Client Data" means information submitted to the Service by or on behalf of Client, including station data, checklist responses, issue notes, photos, and user information.

Client owns Client Data. StationReady may process Client Data to provide, maintain, secure, improve, and support the Service.

StationReady may use aggregated or de-identified data for analytics, benchmarking, product improvement, and marketing, provided such data does not identify Client, Client personnel, patients, or customers.

Client should not upload patient-identifying images or information unless necessary for the documented station-readiness issue and permitted by Client's own policies. Client is responsible for obtaining any required consents and ensuring uploaded content complies with applicable laws and professional obligations.

Because this is a pilot, Client agrees to provide reasonable feedback regarding usability, workflow fit, bugs, desired improvements, and operational value. Client grants StationReady a perpetual, worldwide, royalty-free right to use feedback, suggestions, and ideas to improve StationReady without restriction or compensation.

StationReady may not use Client's name, logo, testimonial, or identifiable metrics in public marketing without Client's prior written consent.

Each Party may receive confidential information from the other Party. Confidential information includes nonpublic business, technical, financial, operational, product, security, pricing, and customer information.

Each Party agrees to: use confidential information only to perform under this Agreement; protect confidential information using reasonable care; not disclose confidential information except to employees, contractors, advisors, or service providers who need to know and are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that is public, independently developed, lawfully received from another source, or required to be disclosed by law.

StationReady will use commercially reasonable administrative, technical, and organizational safeguards designed to protect Client Data. Client is responsible for maintaining secure user credentials, promptly disabling former employees, and notifying StationReady of suspected unauthorized access.

During the Pilot Term, StationReady will use commercially reasonable efforts to keep the Service available and functional. Because the Service is in pilot stage, Client acknowledges that the Service may contain bugs, defects, interruptions, or incomplete features.

Support is provided by email at team@virtusnemeton.co.uk during normal business hours, excluding holidays, unless otherwise agreed.

The Service may rely on third-party providers, including but not limited to Vercel, Supabase, Stripe, email delivery providers, analytics providers, and hosting infrastructure providers. StationReady is not responsible for failures, delays, or outages caused by third-party services outside StationReady's reasonable control.

The Service is provided "as is" and "as available" during the Pilot Term. To the maximum extent permitted by law, StationReady disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, and error-free performance.

StationReady does not warrant that use of the Service will prevent equipment failures, clinical errors, adverse events, compliance issues, or operational incidents.

To the maximum extent permitted by law, StationReady's total liability arising out of or related to this Agreement will not exceed the amount paid by Client to StationReady during the three months preceding the event giving rise to the claim.

StationReady will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages; loss of profits; loss of revenue; loss of goodwill; business interruption; data loss; clinical outcomes; patient injury; or equipment-related incidents, even if advised of the possibility of such damages.

Client agrees to defend, indemnify, and hold harmless StationReady from claims, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, arising from: Client's clinical decisions or veterinary services; Client's equipment use, inspection, maintenance, or failure; Client's misuse of the Service; Client's violation of this Agreement; Client's uploaded content or Client Data; Client's violation of applicable laws, regulations, or third-party rights.

Either Party may terminate this Agreement with 30 days' written notice.

StationReady may suspend or terminate access immediately if: payment is overdue after notice; Client materially breaches this Agreement; Client's use creates security, legal, or operational risk; or continued access may expose StationReady or others to liability.

Fees already paid are non-refundable unless otherwise required by law or expressly agreed in writing.

Upon termination: Client's access to the Service will end; outstanding fees become immediately due; StationReady may delete or archive Client Data after a reasonable retention period. Upon request made within 30 days after termination, StationReady will provide a commercially reasonable export of Client Data.

Sections concerning payment, confidentiality, data rights, feedback, disclaimers, limitation of liability, indemnification, and dispute resolution survive termination.

This Agreement is governed by the laws of England and Wales, without regard to conflict-of-law principles. The Parties agree that any dispute arising from this Agreement will be brought in the courts of England and Wales, unless the Parties mutually agree to arbitration or another dispute resolution process.

Legal notices to StationReady must be sent by email to team@virtusnemeton.co.uk. Notices to Client will be sent to the email address associated with Client's account or billing contact.

This Agreement, together with any order form, checkout page, invoice, statement of work, or referenced terms, is the entire agreement between the Parties concerning the Pilot Service and supersedes all prior or contemporaneous discussions.

By signing below, checking an acceptance box, or completing payment through the StationReady checkout page, Client agrees to this Agreement.