Last Updated: March 30, 2026
Legal Review Required. This document is a starting draft intended for review by qualified legal counsel before use with customers. It does not constitute legal advice.
This Master Subscription Agreement ("Agreement") is entered into between PawPIMS, LLC ("PawPIMS," "we," "us," or "our") and the veterinary practice or organization identified in the applicable Order Form ("Customer," "you," or "your"). Together, PawPIMS and Customer are referred to as the "Parties."
This Agreement governs Customer's access to and use of the PawPIMS practice information management platform, including all associated software, APIs, integrations, mobile applications, and documentation (collectively, the "Service").
By clicking "I Agree," signing an Order Form, or accessing the Service, Customer agrees to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have authority to bind that organization.
Subject to the terms of this Agreement and payment of applicable fees, PawPIMS grants Customer a non-exclusive, non-transferable, limited right to access and use the Service during the Subscription Term for Customer's internal business operations.
Customer is responsible for all access to and use of the Service by its Authorized Users. Customer must ensure that all Authorized Users comply with this Agreement. Customer is responsible for maintaining the security of account credentials and must promptly notify PawPIMS of any unauthorized access or suspected breach.
Customer's use of the Service must not exceed the usage limits specified in the Order Form (e.g., number of locations, staff seats, SMS volume). PawPIMS may monitor usage and will notify Customer if limits are exceeded. Excess usage may be subject to additional fees per Section 5.7.
Each subscription plan includes a monthly outbound SMS message allocation as specified in the Order Form. Standard single-location plans include 1,000 outbound SMS messages per calendar month. Multi-location and enterprise plans include higher allocations commensurate with their subscription tier, as specified in the applicable Order Form. Unused monthly SMS messages do not roll over to subsequent months.
Customer may not: - Resell, sublicense, or provide access to the Service to third parties outside of Customer's own practice operations; - Reverse engineer, decompile, or attempt to derive the source code of the Service; - Use the Service to build a competing product or service; - Remove or obscure any proprietary notices or labels; - Use the Service in any manner that violates applicable law.
Customer retains full ownership of all Customer Data. PawPIMS claims no ownership interest in Customer Data. Customer Data remains Customer's property at all times.
Customer grants PawPIMS a limited, non-exclusive license to access, process, store, and transmit Customer Data solely to the extent necessary to provide the Service, fulfill obligations under this Agreement, and comply with applicable law.
PawPIMS will not use Customer Data for advertising purposes, to build or train general-purpose machine learning models, or for any purpose beyond providing the Service to Customer.
PawPIMS may derive and use anonymized, aggregated statistical data from Customer's use of the Service (e.g., feature usage patterns, performance benchmarks) provided that such data cannot be used to identify Customer, its staff, or its clients. PawPIMS owns such aggregate data.
Upon request, PawPIMS will provide Customer with a complete export of Customer Data in a standard machine-readable format (CSV or JSON) within 10 business days. No fee is charged for a single export per Subscription Term. PawPIMS may charge a reasonable fee for additional exports.
Customer agrees to pay the fees specified in the Order Form. All fees are stated in U.S. dollars. Fees do not include applicable taxes, which are Customer's responsibility.
Subscriptions are billed in advance on a monthly or annual basis as specified in the Order Form. Annual subscriptions are non-refundable except as stated in Section 5.5.
Payment is processed via credit card or ACH through our third-party payment processor (currently PayJunction). By providing a payment method, Customer authorizes PawPIMS to charge recurring subscription fees and any applicable overage fees. PawPIMS does not store full card numbers; all payment card data is tokenized and processed by our payment processor.
If payment fails, PawPIMS will notify Customer and provide a 10-day grace period to update payment information. If payment is not received within the grace period, PawPIMS may suspend access to the Service. Suspended accounts are not deleted; Customer Data is retained for 60 days following suspension.
PawPIMS may adjust subscription pricing with 60 days' written notice. Price changes will apply at the start of the next Subscription Term after the notice period expires. If Customer does not accept the new pricing, Customer may terminate the Agreement before the price change takes effect and receive a pro-rated refund of any prepaid annual fees for the remaining unused period.
Outbound SMS messages sent in excess of Customer's monthly allocation (per Section 3.4) are billed at $0.01 (one cent) per message. Overage fees are calculated at the end of each calendar month and charged automatically to the payment method on file. PawPIMS will send a notice to Customer's primary contact when usage reaches 80% of the monthly allocation and again at 100%, so Customer has the opportunity to monitor usage before overages accrue. PawPIMS does not throttle or block SMS once the allocation is reached — messages continue to send and overages continue to accrue until the end of the month. Customer may contact PawPIMS to request a usage cap if they prefer hard blocking over overage billing.
Customer must notify PawPIMS of any billing dispute within 30 days of the invoice date. Disputes do not relieve Customer of the obligation to pay undisputed amounts.
PawPIMS will use commercially reasonable efforts to maintain 99.9% monthly uptime for the Service, excluding scheduled maintenance windows and circumstances beyond PawPIMS's reasonable control.
PawPIMS will provide at least 48 hours' advance notice of scheduled maintenance that is expected to result in downtime exceeding 15 minutes, except in the case of emergency security patches.
If monthly uptime falls below 99.9%, Customer may request a service credit equal to a prorated portion of the monthly fee for the affected period. Service credits are Customer's sole remedy for uptime failures and do not apply to downtime resulting from Customer's actions, force majeure events, or third-party service outages outside PawPIMS's control.
The Service is not intended or designed for use in life-critical or emergency medical decision-making. Customer acknowledges that the Service is a practice management tool and not a clinical decision support system.
PawPIMS processes Customer Data in accordance with its Privacy Policy, which is incorporated into this Agreement by reference.
PawPIMS maintains a written information security program including commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of the Customer Data processed. These include, at minimum:
In the event of a confirmed security breach involving unauthorized access to Customer Data, PawPIMS will notify Customer without undue delay, and in no event later than 72 hours after PawPIMS becomes aware of the breach, to the extent feasible. The notification will include: (a) the nature of the breach, (b) the categories of data affected, (c) the likely consequences, and (d) the measures PawPIMS has taken or proposes to take.
Customer is responsible for ensuring its use of the Service complies with applicable state veterinary practice act requirements regarding patient record confidentiality, access, and retention. PawPIMS provides tools to support compliance (e.g., role-based access, audit logging) but does not make compliance guarantees on Customer's behalf.
Veterinary medicine is explicitly excluded from the Health Insurance Portability and Accountability Act (HIPAA). PawPIMS does not represent the Service as HIPAA-compliant and does not offer a Business Associate Agreement.
Customer is solely responsible for obtaining, documenting, and maintaining valid written prior express consent from each of its clients before sending marketing or promotional SMS messages, as required by the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, and applicable regulations. PawPIMS provides technical tools to track opt-in status but does not verify the validity or sufficiency of Customer's consent practices.
Commercial SMS delivery via the Service requires A2P 10DLC registration with U.S. carriers. Customer is responsible for providing accurate business registration information to PawPIMS to facilitate this registration. PawPIMS is not liable for message filtering or blocking resulting from inaccurate registration information provided by Customer.
Customer must honor all STOP requests and other opt-out requests promptly. The Service automatically tracks STOP replies and blocks further SMS to opted-out numbers. Customer must not attempt to override or circumvent the opt-out tracking system.
Customer agrees to indemnify, defend, and hold harmless PawPIMS and its officers, directors, employees, and agents from and against any claims, damages, fines, penalties, and costs (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's failure to obtain required TCPA consents; (b) Customer's sending of unsolicited SMS messages; or (c) Customer's violation of any applicable telemarketing or anti-spam law. This indemnification obligation survives termination of this Agreement.
Electronic signatures on documents generated through the Service are intended to comply with the Electronic Signatures in Global and National Commerce Act (ESIGN), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as adopted in applicable states.
Customer is responsible for ensuring that its use of electronic signatures in the Service meets all applicable legal requirements for the specific document type. PawPIMS provides technical tools and audit records to support electronic signature validity but makes no warranty that any specific use of electronic signatures will be enforceable in any particular jurisdiction or proceeding.
PawPIMS retains electronic signature audit records — including signer name, signature image, timestamp, IP address, and signing method — for the duration of the Subscription Term plus five years, or until Customer requests deletion, whichever is later.
PawPIMS retains all right, title, and interest in and to the Service, including all software, algorithms, interfaces, documentation, and derivative works. Nothing in this Agreement transfers any intellectual property rights in the Service to Customer.
Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers any intellectual property rights in Customer Data to PawPIMS.
If Customer provides PawPIMS with feedback or suggestions regarding the Service ("Feedback"), Customer grants PawPIMS a perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Service without obligation to Customer.
Each Party agrees to hold the other's Confidential Information in confidence and not to disclose it to third parties without prior written consent, except as required by law or to fulfill obligations under this Agreement.
"Confidential Information" means any non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is Customer's Confidential Information. PawPIMS pricing, product roadmaps, and security documentation are PawPIMS's Confidential Information.
Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is independently developed without use of the other Party's Confidential Information; or (c) is lawfully received from a third party without restriction.
Customer's use of the Service is governed by the Acceptable Use Policy, which is incorporated into this Agreement by reference. Violation of the Acceptable Use Policy is a material breach of this Agreement.
PawPIMS warrants that: (a) it has the authority to enter into this Agreement; (b) the Service will perform materially as described in PawPIMS documentation during the Subscription Term; and (c) PawPIMS will not knowingly introduce malicious code into the Service.
Customer warrants that: (a) it has the authority to enter into this Agreement; (b) Customer Data does not infringe the intellectual property rights of any third party; and (c) Customer's collection and submission of Customer Data to the Service complies with applicable law, including obtaining required consents from clients.
EXCEPT AS EXPRESSLY STATED IN SECTION 13.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." PAWPIMS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. PAWPIMS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.
EXCEPT FOR OBLIGATIONS UNDER SECTION 8.4 (TCPA INDEMNIFICATION), SECTION 15 (GENERAL INDEMNIFICATION), AND BREACHES OF SECTION 11 (CONFIDENTIALITY): NEITHER PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. PAWPIMS WOULD NOT PROVIDE THE SERVICE WITHOUT THESE LIMITATIONS.
Customer agrees to indemnify, defend, and hold harmless PawPIMS from and against claims, damages, and costs (including reasonable attorneys' fees) arising out of: (a) Customer's use of the Service in violation of this Agreement or applicable law; (b) Customer Data, including any claim that Customer Data infringes a third party's intellectual property rights; (c) Customer's relationship with its clients; or (d) any negligence or willful misconduct of Customer or its Authorized Users.
PawPIMS agrees to indemnify, defend, and hold harmless Customer from and against third-party claims that the Service, as provided by PawPIMS and used as permitted under this Agreement, infringes a U.S. patent, copyright, or trademark. This indemnification does not apply to claims arising from Customer Data, Customer modifications to the Service, or use of the Service in combination with third-party products.
This Agreement commences on the date Customer first accepts it or signs an Order Form and continues until the end of the Subscription Term specified in the applicable Order Form, unless earlier terminated.
Subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either Party provides written notice of non-renewal at least 30 days before the end of the then-current Subscription Term.
Either Party may terminate this Agreement for cause if: (a) the other Party materially breaches this Agreement and fails to cure such breach within 30 days of written notice; or (b) the other Party becomes insolvent or makes an assignment for the benefit of creditors.
Customer may terminate this Agreement at any time with 30 days' written notice. Monthly subscribers will receive service through the end of the current billing cycle with no additional charge. Annual subscribers who terminate early are not entitled to a refund of prepaid fees except as provided in Section 5.5.
Upon termination: (a) all licenses granted under this Agreement immediately terminate; (b) Customer must cease all use of the Service; (c) PawPIMS will make Customer Data available for export for 60 days following termination ("Data Retention Period"); and (d) after the Data Retention Period, PawPIMS will delete or destroy Customer Data from its systems within 30 days, except as required by applicable law or as retained in standard backup archives (which are purged on their normal cycle).
Sections 4 (Customer Data and Ownership), 5 (Fees), 8.4 (TCPA Indemnification), 9.3 (Audit Records), 10 (Intellectual Property), 11 (Confidentiality), 13.3 (Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 16.5 (Effect of Termination), and 17 (Governing Law) survive termination.
This Agreement is governed by the laws of the State of New Mexico, without regard to its conflict of laws principles.
The Parties will attempt to resolve any dispute arising out of this Agreement informally. Either Party may initiate informal resolution by providing written notice to the other Party's designated contact. The Parties will negotiate in good faith for at least 30 days before initiating formal proceedings.
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.
If informal resolution fails, any dispute, claim, or controversy arising out of or relating to this Agreement (except for claims seeking injunctive relief, claims under $10,000 that the claiming party elects to bring in small claims court, and claims related to PawPIMS's intellectual property) will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator. The seat of arbitration will be Albuquerque, New Mexico. Judgment on the award may be entered in any court of competent jurisdiction.
EACH PARTY WAIVES ITS RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, AND REPRESENTATIVE PROCEEDINGS OF ANY KIND. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS.
Notwithstanding the arbitration provision, either Party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights or breach of confidentiality obligations.
This Agreement, together with all Order Forms, the Privacy Policy, the Acceptable Use Policy, and the Data Processing Addendum (if applicable), constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings.
PawPIMS may update this Agreement from time to time. PawPIMS will provide at least 30 days' notice of material changes via email to the Customer's primary contact or via a notice within the Service. Customer's continued use of the Service after the effective date of the updated Agreement constitutes acceptance of the changes.
Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.
Neither Party is liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including natural disasters, acts of government, labor disputes, or internet infrastructure failures.
Notices under this Agreement must be in writing and sent to the primary contact address specified in the Order Form. Notices to PawPIMS should be sent to legal@pawpims.vet (or the address specified on PawPIMS's current contact page). Notices are effective when received.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
Failure to enforce any provision of this Agreement is not a waiver of future enforcement of that provision or any other provision.
This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement creates any rights in any third party.
For questions about this Agreement, contact legal@pawpims.vet.