Terms of Service

0. Definitions

In these Terms of Service ("Terms"):

• "Broby", "we", "us", "our" — Broby Pte. Ltd. (UEN 202531542D), a private limited company incorporated in Singapore, operating the BrobyVets product at brobyvets.com, with registered office at 68 Circular Road #02-01, Singapore 049422.
• "Customer", "you", "your" — the legal entity that has agreed to these Terms by executing an Order Form. A single Customer may operate multiple Clinics.
• "Clinic" — each veterinary practice, clinic, or hospital location operated by the Customer at which the Service is used.
• "Authorised User" — a licensed veterinarian, veterinary technician, or other clinical or administrative staff member whom the Customer authorises to access the Service.
• "Service" — the Broby AI scribe, clinical documentation, image analysis, and clinical-decision-support platform delivered via Chrome extension, web application, and mobile applications, together with any associated APIs and ancillary services.
• "Customer Data" — Personal Data, clinical records, voice recordings, transcripts, images, and any other content uploaded to or generated through the Service by or on behalf of the Customer.
• "De-identified Data" — data derived from Customer Data from which all direct and indirect identifiers of pet owners and Authorised Users have been irreversibly removed in accordance with the de-identification standards set out in the DPA.
• "AI Output" — text, image annotations, or other content generated or suggested by the Service's machine-learning models.
• "Order Form" — a written or electronic order for the Service signed or accepted by an authorised representative of the Customer, setting out the subscription tier, fees, billing frequency, Subscription Term, and any specific terms (including any Service Level commitments).
• "Subscription Term" — the period for which the Customer has subscribed to the Service, as set out in the Order Form, including any renewals.
• "DPA" — the Data Processing Agreement between Broby and the Customer governing the processing of Personal Data through the Service. The DPA is incorporated into these Terms by reference.
• "Privacy Policy" — Broby's Privacy Policy, available at brobyvets.com/privacy.
• "Personal Data" — has the meaning given under the Singapore Personal Data Protection Act 2012 ("PDPA-SG") and the Malaysia Personal Data Protection Act 2010 (as amended) ("PDPA-MY").
• "Documentation" — Broby's then-current published user and technical documentation for the Service.
• "Sub-processor" — has the meaning given in the DPA.
• "Affiliate" — any entity that controls, is controlled by, or is under common control with a party.
• "Confidential Information" — non-public information disclosed by one party to the other in connection with the Service that is marked or reasonably understood to be confidential, including the terms of any Order Form, the Service's algorithms and source code, security details, and Customer Data.

1. Acceptance of These Terms

By accessing or using the Service, you agree to be bound by these Terms, the DPA, and the Privacy Policy. If you are accepting these Terms on behalf of an organisation, you represent and warrant that you have the authority to do so and that the organisation will be bound by these Terms.

If you do not agree to these Terms, do not access or use the Service.

2. Eligibility

The Service is intended exclusively for use by licensed veterinary professionals and their authorised clinical and administrative staff. By using the Service, you represent and warrant that:

• You are a veterinary practice, clinic, hospital, or organisation that lawfully provides veterinary services in your jurisdiction;
• Each Authorised User you grant access to is appropriately qualified and authorised under your jurisdiction's veterinary regulations to perform the tasks they undertake using the Service; and
• You and your Authorised Users are 18 years of age or older.

3. The Service

We grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, solely for the Customer's internal veterinary professional purposes and in accordance with these Terms.

The Service is provided as a hosted software-as-a-service. We may make routine updates, improvements, and bug fixes to the Service silently. We will give the Customer at least 30 days' prior written notice of any material reduction in the Service, discontinuation of any feature on which the Customer materially relies, or scheduled maintenance lasting more than 4 hours. Where a material reduction adversely affects the Customer's use of the Service, the Customer may terminate the affected subscription on 30 days' notice with a pro-rata refund of unused prepaid fees.

3.1 Beta Features

From time to time we may make features available on a beta or experimental basis (currently including, but not limited to, the radiology image analysis feature). Beta features are provided for evaluation purposes only, may be unstable or inaccurate, and may be modified or discontinued at any time without notice. Beta features are excluded from the warranty in §11.1 and are governed by the AI disclaimers in §3.2 and §11.3. Use of beta features is at the Customer's sole risk.

3.2 AI features — important

The Service uses artificial intelligence to assist with clinical documentation, differential diagnosis, and image analysis. All AI Output is decision-support only. The Authorised User must review, edit, and confirm every AI Output before it becomes part of the clinical record. The Customer remains solely responsible for all clinical decisions, treatments, prescriptions, and communications with pet owners. Broby does not practise veterinary medicine and the Service is not a substitute for the professional judgment of a licensed veterinarian.

AI Output may contain errors, omissions, or fabricated content (commonly referred to as "hallucinations"). Broby makes no warranty as to the accuracy, completeness, or fitness for purpose of any AI Output. Use of the Service does not transfer any clinical liability from the Authorised User or the Customer to Broby. The Customer acknowledges and agrees that AI Output is not, and shall not be presented to pet owners or any third party as, the professional opinion of Broby.

3.3 Service Levels and Support

Service availability and support are as set out in the Order Form. Absent specific provisions in the Order Form, the Service is provided on a commercially reasonable best-efforts basis. We will use reasonable efforts to (a) maintain Service availability with minimal scheduled downtime and (b) respond to support requests received via the channels in §16 within two (2) business days during Singapore business hours.

3.4 Security Audits and Insurance

Broby will, on the Customer's written request (no more than once per twelve-month period), provide a then-current SOC 2 Type II report (when available) or complete a reasonable customer-supplied security questionnaire, subject to confidentiality and reasonable scoping. Any further audit requested by the Customer is at the Customer's cost and subject to confidentiality. Broby maintains commercially reasonable cyber liability and technology errors-and-omissions insurance appropriate to the Service.

4. Accounts and Authorised Users

The Customer is responsible for:

• Creating and maintaining accounts for its Authorised Users;
• Ensuring each Authorised User keeps their login credentials secure and does not share them;
• Promptly deactivating accounts when an Authorised User's authorisation ends;
• All activity that occurs under any account associated with the Customer.

Notify us immediately at the contact in Section 16 if you become aware of any unauthorised access to your account or the Service.

5. Subscription, Fees, and Payment

5.1 Fees and pricing

Fees for the Service are as set out in the Order Form executed between Broby and the Customer, or as otherwise agreed in writing. Pricing is determined on a per-Customer basis depending on subscription tier, number of Authorised Users, integrations, and other factors specified in the Order Form. Pricing is not published on our website.

5.2 Billing and auto-renewal

Subscription fees are billed in advance on the cycle specified in the Order Form (typically monthly). The subscription will automatically renew at the end of each billing cycle unless cancelled.

5.3 Payment processor

Payments are processed by Stripe Payments Singapore Pte. Ltd. and Stripe, Inc. By providing payment information, you authorise Broby and Stripe to charge the applicable fees. Broby does not store full payment-card details; these are handled by Stripe.

5.4 No refunds, no proration

All sales are final. Subscription fees are non-refundable. We do not provide prorated refunds for mid-cycle cancellations, downgrades, or unused time. If you cancel, you will retain access to the Service until the end of the current paid period; no further charges will accrue after that.

5.5 Cancellation

You may cancel your subscription at any time by contacting us using the details in Section 16, or via in-product controls where available. Cancellation takes effect at the end of the current paid period.

5.6 Late payment

If a payment fails (for example, due to an expired card or insufficient funds), we may suspend or terminate access to the Service until payment is resolved.

5.7 Pricing changes

We may change pricing with at least 30 days' written notice. Changes apply from the next billing cycle. If you do not agree to a price change, you may cancel before it takes effect.

6. Acceptable Use

You agree not to:

• Use the Service in any unlawful, fraudulent, or harmful manner, or in any way that violates these Terms, applicable law, or veterinary professional regulations applicable to you;
• Allow access to the Service by anyone who is not an Authorised User, or share account credentials;
• Copy, modify, sublicense, resell, distribute, or create derivative works from the Service, except as expressly permitted by Broby in writing;
• Reverse engineer, decompile, or attempt to extract the source code, models, or underlying algorithms of the Service, except to the limited extent permitted by applicable law;
• Use the Service to upload, store, or transmit content that is unlawful, defamatory, infringing, or that contains malicious code or viruses;
• Use the Service to upload Personal Data of any individual without lawful basis to do so;
• Interfere with or disrupt the Service, including by automated scraping, denial-of-service attacks, or attempts to circumvent security measures;
• Use the Service to develop or train any product or service that competes with the Service.

We may suspend or terminate access for any breach of this Section.

7. Customer Data

7.1 Ownership

The Customer retains ownership of Customer Data. Broby does not claim ownership of clinical records, transcripts, voice recordings, or other content uploaded by or generated for the Customer. For clarity, this Section 7.1 does not affect Broby's rights with respect to De-identified Data as set out in §7.3 and the DPA.

7.2 Licence to operate the Service

The Customer grants Broby a worldwide, royalty-free, non-exclusive licence to access, store, process, transmit, and display Customer Data solely as necessary to provide and improve the Service, in accordance with these Terms, the DPA, and the Privacy Policy.

7.3 De-identified Data

The Customer's rights and Broby's rights with respect to De-identified Data are governed by the DPA. The Customer acknowledges that, as set out more fully in the DPA:

(a) De-identified Data is data from which all direct and indirect identifiers of pet owners and Authorised Users have been irreversibly removed in accordance with the de-identification standards set out in the DPA;

(b) Broby may use De-identified Data on a perpetual, irrevocable, royalty-free, sublicensable basis for purposes including: developing, training, and improving the Service and Broby's machine-learning models; generating aggregated benchmarks, statistics, and research insights; and the further purposes set out in the DPA;

(c) the de-identification standards, the permitted purposes, and the Customer's review and audit rights are set out in the DPA; and

(d) Broby's rights with respect to De-identified Data survive termination of these Terms.

Plain-language adjacency. The structure of the licence in (b) — and in particular why it is "perpetual", "irrevocable", "royalty-free", and "sublicensable" — is explained in plain language at DPA §10.2A. In short: once data has been de-identified to the standard in DPA Annex D (HIPAA Safe Harbor + k-anonymity ≥ 5 + motivated-intruder risk assessment), it is no longer Personal Data; the licence allows Broby to use the de-identified product to train its AI models, run aggregated research, participate in public-health and One Health partnerships, and contract with animal-health, veterinary, life-sciences, and pharmaceutical research partners under contracts that prohibit re-identification (DPA §10.5). Broby will never attempt to re-identify the data and contractually requires every recipient to make the same promise. The Customer may opt out of de-identification at any time, prospectively for future data, by giving written notice to Broby's Data Protection Officer (DPA §10.6); the opt-out takes effect within 30 days of receipt. The Privacy Policy describes Broby's use of De-identified Data at PP §6A.

7.4 Backup and export

The Customer is responsible for maintaining its own backups of Customer Data as needed for its veterinary record-keeping obligations. On request, Broby will provide an export of the Customer's structured records and accessible files in a commonly used machine-readable format (such as CSV or JSON) within 30 days. Broby does not guarantee the integrity or recoverability of Customer Data lost due to user error, account termination, or events outside Broby's reasonable control.

7.5 Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant Broby a perpetual, royalty-free licence to use that feedback to improve the Service, with no obligation to attribute or compensate you. Do not submit any information you consider confidential or proprietary as feedback.

8. Intellectual Property

All right, title, and interest in and to the Service (including the software, algorithms, models, design, trademarks, and the look and feel) are owned by Broby or its licensors. Use of the Service does not grant you any ownership in the Service. All rights not expressly granted to you in these Terms are reserved by Broby.

The Service incorporates third-party software, models, and APIs (including those provided by Anthropic, OpenAI, MERaLiON, and others identified in our Privacy Policy). Broby is responsible for compliance with its agreements with those Sub-processors; the Customer is not required to enter into any direct agreement with any Sub-processor as a condition of using the Service. Where any Sub-processor's terms impose operational use restrictions on end users (such as content policies), the Customer agrees to comply with those restrictions when using the Service.

9. Confidentiality

Each party agrees to:

• Use the other's Confidential Information only to perform its obligations under these Terms;
• Protect the other's Confidential Information with the same degree of care as its own (and in any case not less than reasonable care); and
• Not disclose Confidential Information to any third party except to its employees, contractors, and advisers on a need-to-know basis under written confidentiality obligations no less protective than those in this Section, or as required by law (in which case the disclosing party will give reasonable notice to the other where lawful).

These confidentiality obligations survive for three years after termination of these Terms, except for trade secrets, which are protected for as long as they qualify as trade secrets under applicable law.

10. Privacy and Data Protection

The processing of Personal Data through the Service is governed by the DPA (incorporated into these Terms by reference) and the Privacy Policy. The DPA sets out Broby's role as Data Intermediary (under PDPA-SG) / Data Processor (under PDPA-MY), the Customer's role as Data Controller, security measures, sub-processor authorisation, breach notification, and rights with respect to De-identified Data.

The Customer represents and warrants that:

• It has obtained all consents required from its own clients (pet owners) and its Authorised Users for the processing of Personal Data through the Service, in accordance with applicable law (including PDPA-SG, PDPA-MY, the requirements of the Animal & Veterinary Service (Singapore, NParks), the Singapore Veterinary Association's Code of Ethics for Veterinarians, the Malaysian Veterinary Council's Veterinary Surgeons (Guide to Professional Conduct and Ethics) 2015, and the Veterinary Surgeons Act 1974 (Malaysia));
• It will instruct Broby only to process Personal Data for purposes that are lawful and consistent with these consents; and
• It will respond to data subject requests and other communications from regulators or affected individuals as required by applicable law.

11. Warranties and Disclaimers

11.1 Service warranty (sole and exclusive remedy)

Broby warrants that during the Subscription Term the Service will perform materially in accordance with its then-current Documentation. The Customer's sole and exclusive remedy for breach of this warranty is, at Broby's option: (i) re-performance of the affected Service, or (ii) refund of fees attributable to the period of non-conformance. This warranty does not apply to: (a) AI Output (governed by §3.2 and the disclaimers in §11.3); (b) beta or experimental features (governed by §3.1); or (c) issues arising from the Customer's misuse, modification, or combination of the Service with materials not provided by Broby.

11.2 No other warranties

Except as expressly stated in §11.1, the Service is provided "as is" and "as available" without warranties of any kind, express or implied, to the maximum extent permitted by law. We disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

The Customer acknowledges that, having had the opportunity to evaluate the Service, the disclaimers and limitations in this §11 and §12 are reasonable in light of the commercial nature of the relationship, the price paid for the Service, the risk allocation between the parties, and the availability of insurance to address risks not allocated to Broby.

11.3 No warranty of AI accuracy or specific outcomes

We do not warrant that:

• The Service will be uninterrupted or error-free;
• AI Output will be accurate, complete, or fit for any particular clinical purpose;
• The Service will meet your specific needs or comply with all veterinary regulations applicable to you in every jurisdiction (you remain responsible for that determination).

12. Limitation of Liability

12.1 No indirect damages

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of data, business interruption, or loss of business opportunity, arising out of or in connection with these Terms or the Service, even if advised of the possibility of such damages.

12.2 General liability cap

Subject to §12.4 and §12.5, each party's total cumulative liability arising out of or related to these Terms — whether in contract, tort (including negligence), strict liability, or otherwise — shall not exceed the total fees paid or payable by the Customer to Broby in the twelve (12) months immediately preceding the event giving rise to the liability.

12.3 Increased cap for confidentiality and data security breaches

Notwithstanding §12.2 but subject to §12.4 and §12.5, each party's total cumulative liability for breaches of confidentiality (Section 9) or for breaches of data protection obligations (including under the DPA) shall not exceed two (2) times the total fees paid or payable by the Customer to Broby in the twelve (12) months immediately preceding the event giving rise to the liability.

12.4 IP indemnity super-cap

Broby's total cumulative liability under §13.1 (Broby's IP indemnity) shall not exceed five (5) times the total fees paid by the Customer to Broby in the twelve (12) months immediately preceding the event giving rise to the liability (the "IP Indemnity Cap"). The IP Indemnity Cap applies in addition to, and is not aggregated with, the cap in §12.2.

12.5 Carve-outs from the caps

The caps in §12.2, §12.3, and §12.4 do not apply to, and shall not limit liability arising from: (a) the Customer's obligation to pay fees due under the Order Form; (b) the Customer's indemnification obligations under §13.2 (which is uncapped); (c) either party's wilful misconduct or gross negligence; or (d) liability that cannot be excluded or limited under applicable law (including, where applicable, liability for fraud, fraudulent misrepresentation, or for personal injury or death caused by negligence).

12.6 Mutual application

Subject to the carve-outs in §12.5, the limitations in this Section 12 apply equally to both parties.

13. Indemnification

13.1 Broby's IP indemnity

Broby will defend, indemnify, and hold the Customer harmless from third-party claims that the Service, as provided by Broby and used by the Customer in accordance with these Terms, infringes the third party's intellectual property rights ("IP Claim"), subject to the IP Indemnity Cap in §12.4.

Exclusions. Broby has no obligation under §13.1 to the extent an IP Claim arises from: (a) Customer Data; (b) the Service combined with non-Broby materials where the Service standalone would not have infringed; (c) modifications to the Service made by the Customer; (d) the Customer's continued use of the Service after Broby has required discontinuation and provided a non-infringing alternative or workaround; or (e) open-source components.

Remediation. If an IP Claim is brought or in Broby's reasonable opinion is likely to be brought, Broby may at its option: (i) procure for the Customer the right to continue using the affected Service; (ii) modify the Service to be non-infringing while preserving substantially equivalent functionality; or (iii) terminate the affected functionality and refund a pro-rata portion of unused prepaid fees.

The remedies in this §13.1 (together with the procedural cooperation in §13.3) constitute the Customer's sole and exclusive remedy for IP Claims.

13.2 Customer's indemnity

The Customer will defend, indemnify, and hold Broby harmless from third-party claims (including by pet owners, regulators, or any individual whose Personal Data is processed) arising from:

• The Customer's breach of Section 6 (Acceptable Use) or Section 10 (representations regarding consents and lawful basis);
• Any clinical decision, diagnosis, prescription, treatment, or communication made or provided by the Customer or its Authorised Users, regardless of whether AI Output was used;
• Any unlawful or unauthorised use of the Service by the Customer or its Authorised Users; or
• Any claim that the Customer's use of De-identified Data licensed back under the DPA infringes a third party's rights.

The Customer's indemnity under this §13.2 is uncapped and is not subject to §12.2 or §12.3.

13.3 Process

The party seeking indemnity must promptly notify the other in writing, give the indemnifying party sole control of the defence and settlement (provided no settlement may impose any non-monetary obligation, admission of fault, or unreimbursed payment on the indemnified party without the indemnified party's prior written consent), and provide reasonable cooperation at the indemnifying party's expense.

14. Term and Termination

14.1 Term

These Terms apply for the duration of any active subscription and survive termination as set out in §14.4.

14.2 Termination by Customer

The Customer may cancel its subscription at any time as set out in §5.5.

14.3 Termination by Broby

We may suspend or terminate the Customer's access to the Service immediately on written notice if: (a) the Customer materially breaches these Terms and, where capable of cure, fails to cure within 30 days of written notice; (b) the Customer becomes insolvent or subject to bankruptcy or analogous proceedings; or (c) we are required to do so by law, court order, or regulator direction.

We may also terminate or discontinue the Service (in whole or in part) on at least 90 days' written notice for non-breach reasons (including discontinuation of the Service). In that case we will refund any unused prepaid fees on a pro-rata basis.

14.4 Effect of termination

On termination:

• The Customer's right to access the Service ends;
• The Customer's obligation to pay accrued but unpaid fees survives;
• The provisions of Sections 0 (Definitions, as required to interpret surviving terms), 6 (Acceptable Use, residual confidentiality of Service information), 7.1 (Customer Data ownership), 7.3 (De-identified Data — Broby's perpetual rights), 7.5 (Feedback licence), 8 (IP), 9 (Confidentiality), 10 (Privacy and Data Protection), 11 (Disclaimers), 12 (Liability), 13 (Indemnification), 16 (Notices), 17 (Miscellaneous), and 18 (Governing Law) survive;
• Customer Data will be handled in accordance with the DPA; where the DPA is silent, Customer Data will be returned to or destroyed at the Customer's option within 90 days of termination, except for (a) backups, which will be deleted in accordance with our standard rolling-deletion schedule; and (b) De-identified Data, which Broby may continue to use as set out in §7.3 and the DPA;
• The Customer should export any Customer Data it wishes to retain before the effective date of termination, in accordance with §7.4.

15. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated to the Customer's admin contact at least 30 days before they take effect. Continued use of the Service after the change takes effect constitutes acceptance of the updated Terms. If you do not agree to a material change, you may cancel the subscription before the change takes effect.

A change log of prior versions is available on request.

16. Notices and Contact

For account, billing, support, or contractual notices to Broby:

• Email: support@brobyvets.com (general); contact@brobyvets.com (sales/partnerships)
• Postal address: Broby Pte. Ltd., 68 Circular Road #02-01, Singapore 049422
• Phone: +65 8138 2564

For data-protection matters, contact our Data Protection Officer as set out in the Privacy Policy.

Notices to the Customer will be sent to the email address designated in the Order Form or the most recent admin contact email on file.

17. Miscellaneous

17.1 Entire agreement

These Terms, together with the Order Form, the DPA, and the Privacy Policy, constitute the entire agreement between you and Broby in respect of the Service and supersede any prior agreements or understandings.

17.2 Order of precedence

In the event of a conflict, the order of precedence is: (1) the Order Form (which prevails over all other documents to the extent of any inconsistency); (2) the DPA (which prevails over the remaining documents on matters of data protection, processing, and De-identified-Data rights); (3) these Terms (which prevail over the Privacy Policy on all other matters); (4) the Privacy Policy.

17.3 No waiver

No failure or delay by Broby to enforce any provision of these Terms is a waiver of that provision. Any waiver must be in writing and signed by an authorised representative of Broby.

17.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full effect.

17.5 Assignment

The Customer may not assign or transfer its rights or obligations under these Terms without Broby's prior written consent. Broby may assign its rights and obligations to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, on notice to the Customer.

17.6 No third-party beneficiaries

A person who is not a party to these Terms has no right under the Singapore Contracts (Rights of Third Parties) Act 2001 to enforce any term of these Terms, except as expressly provided (for example, indemnified parties under Section 13).

17.7 Force majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control (including natural disasters, war, government action, internet outages, failures of third-party providers, epidemics, pandemics, or public health emergencies), provided the affected party uses reasonable efforts to resume performance. Force majeure does not excuse the Customer's payment obligations for fees due or accrued under the Order Form.

17.8 Publicity

Broby may identify the Customer as a customer of the Service (using the Customer's name and logo) in marketing materials and on Broby's website, subject to the Customer's reasonable trademark guidelines. The Customer may opt out at any time by written notice to Broby.

17.9 Anti-corruption and sanctions

Each party will comply with applicable anti-corruption laws (including the Singapore Prevention of Corruption Act) and applicable sanctions and export-control laws. Neither party will offer or accept any bribe in connection with these Terms.

18. Governing Law and Dispute Resolution

These Terms are governed by the laws of Singapore. The courts of Singapore have exclusive jurisdiction in respect of any dispute arising under these Terms, save where local mandatory law in your jurisdiction confers exclusive jurisdiction on a different forum.

Dispute escalation. Before commencing any formal legal proceedings, the parties will: (a) attempt in good faith to resolve any dispute through direct discussions between authorised representatives for at least 30 days; and (b) if unresolved, submit the dispute to mediation under the Singapore International Mediation Centre (SIMC) Mediation Rules. This Section does not prevent either party from seeking urgent injunctive or interim relief.

A Bahasa Malaysia translation of these Terms will be made available before the first Malaysian customer is onboarded, in compliance with Section 7(3) PDPA-MY where these Terms include personal-data notice content.