Roo Terms of Service and User Agreement

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Hospitals: Please refer to the Customer Agreement found here.

For clarity, with respect to Professionals, this User Agreement amends and restates, as of the date set forth above, the previous User Agreement located at https://www.roo.vet/terms-of-use.

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1. AGREEMENT TO AND ACCEPTANCE OF USER AGREEMENT

Roo Veterinary, Inc. ("Roo") makes available the Roo mobile website and the associated Roo technology platform, tools (e.g., dashboards), and interfaces (together with any other related Roo website, mobile application software, or technology platform, tool, connection, interface, or integration system Roo may make available now or in the future, collectively, the "Roo Platform"), all information and other content on or via the Roo Platform (collectively, the "Content"), and all services available through or as part of the Roo Platform (collectively, the "Services") pursuant to the terms and conditions set forth below and the terms and conditions incorporated herein by reference (collectively, this "User Agreement"), which is a legally binding agreement between Roo and the individual in Canada  who registers for an account as  described herein ("you", "your" or "User"). Any such individual who registers User hereby represents and warrants that (a) he or she has the authority to act on behalf of User and is authorized to bind User to this User Agreement, and (b) he or she (or User) has complied with, and completed, all applicable registration procedures and requirements with respect to User.

PLEASE READ THIS USER AGREEMENT CAREFULLY. YOU MAY ACCEPT THIS USER AGREEMENT DURING THE ACCOUNT REGISTRATION PROCESS OR LOGIN PROCESS, WHICH CONTAIN THE EXPRESS ACKNOWLEDGEMENT THAT YOU HAVE READ AND AGREE TO THIS USER AGREEMENT. YOU MAY ALSO ACCEPT THIS USER AGREEMENT BY OTHERWISE INDICATING YOUR ASSENT TO THESE TERMS OR BY ACCESSING OR USING THE ROO PLATFORM OR ANY SERVICES. YOUR ACCEPTANCE, BY ANY OF THE FOREGOING METHODS, CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THIS USER AGREEMENT. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS USER AGREEMENT, THEN ROO DOES NOT AUTHORIZE YOU TO ACCESS OR USE THE ROO PLATFORM OR ANY SERVICES.

ARBITRATION NOTICE: AS SET FORTH IN GREATER DETAIL IN THE "MUTUAL ARBITRATION" SECTION BELOW, DISPUTES BETWEEN YOU AND ROO WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION AND, UNLESS YOU OPT OUT OF ARBITRATION IN THE MANNER SET OUT BELOW, YOU ARE WAIVING YOUR RIGHT TO A TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING OR IN ANY PROCEEDING BEFORE A COURT OF LAW, SUBJECT IN EACH CASE TO THE LIMITED EXCEPTIONS DESCRIBED IN THE "MUTUAL ARBITRATION" SECTION BELOW.

LIMITATION OF LIABILITY NOTICE: AS SET FORTH IN GREATER DETAIL IN THE “LIMITATION OF LIABILITY” SECTION BELOW, ROO SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, AND THE AGGREGATE LIABILITY OF ROO TO YOU OR ANY THIRD PARTIES IS LIMITED TO THE GREATER OF $1,000 OR THE AMOUNT YOU HAVE PAID TO ROO IN THE TWELVE MONTHS BEFORE THE ACTION GIVING RISE TO LIABILITY.

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2. AMENDMENTS TO THIS USER AGREEMENT

You understand that Roo may amend this User Agreement from time to time on a prospective basis without notice to you. A link to this User Agreement is available each time you log into (or otherwise use) the Roo Platform and, by completing the login process, you accept any amendments made since your last acceptance of the terms of this User Agreement. Accordingly, you should review this User Agreement each time you elect to log into (or otherwise use) the Roo Platform. Roo may elect to provide you with e-mail, text or other notice of any amendment to this User Agreement (and may summarize any such amendment), but neither the failure to provide, nor any inaccuracy in, any such notice shall limit or otherwise affect your acceptance of the modified terms of this User Agreement by logging into (or otherwise using) the Roo Platform.

IN THE EVENT THAT YOU DO NOT AGREE TO ANY CHANGE TO THIS USER AGREEMENT, YOU MAY REFUSE SUCH CHANGE BY DISCONTINUING ALL ACCESS TO THE ROO PLATFORM AND CEASING ALL USE OF THE SERVICES. IF YOU CONTINUE TO ACCESS THE ROO PLATFORM OR USE THE SERVICES IN ANY MANNER AFTER SUCH CHANGE BECOMES EFFECTIVE, SUCH ACCESS OR USE CONSTITUTES YOUR ACCEPTANCE OF THE MODIFIED USER AGREEMENT.

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3. DESCRIPTION OF ROO PLATFORM AND SERVICES OFFERED

The Roo Platform includes a marketplace where licensed veterinarians and other qualified veterinary professionals who are registered as users of the Roo Platform ("Professionals") can be matched with veterinary hospitals, veterinarian offices, accredited practice facilities or other licensed  facilities engaged in the practice of veterinary medicine who are registered as customers of the Roo Platform ("Practices"), where the Practices are seeking the services of a Professional (like you) on a contract basis to perform veterinary services, which may include practicing veterinary medicine or performing services rendered by registered veterinary technicians or technologists, as directed by the Practice ("Veterinary Services"), under temporary working arrangements consisting of one or more full or partial day timeframes (each a "Shift"). The Roo Platform and Services are intended for professional and commercial use solely by Professionals and Practices engaged in the lawful practice of veterinary medicine. You will not access or use the Roo Platform for any personal, family or household use. For the avoidance of any doubt, Roo does not provide workers to Practices or other third parties and, without limiting the generality of the foregoing, Roo is not a recruitment agency, temporary help agency or employment agency. Moreover, Roo does not enter into veterinarian-patient-client relationships, and Roo does not itself carry on the practice of veterinary medicine, provide Veterinary Services, other than the limited services provided through the Roo Platform. Roo does not itself employ or directly engage as contractors Professionals and does not provide services or consultation to Professionals, other than the limited services provided through the Roo Platform.

The Roo Platform allows a Practice to identify potential Shifts for which it is seeking Professionals to perform Veterinary Services and for one or more Professionals to offer to perform Veterinary Services for such prospective Shifts. To the extent that one or more Professionals offer to perform Veterinary Services for any prospective Shift identified by a Practice, the Practice will select from among such offers to fill the prospective Shift within the time period established by the Roo Platform for such circumstances. You acknowledge and agree that any decision by you to offer or accept a Shift is a decision made in your sole discretion, using your business judgement, and that any decision by a Practice to accept a Shift offered by you is a decision made in such Practice's sole discretion. Roo shall not be liable to any Practices, Professionals, or other end-users in respect of any Veterinary Services or any action or omission of any Professional or Practice relating to or arising in connection with a Shift accepted by a Professional, except as otherwise expressly set out in this User Agreement. By accepting the terms and conditions of this User Agreement, User hereby agrees to hold Roo harmless and indemnify Roo against any third party claims related to any Veterinary Services.

At its discretion, Roo may offer additional Services, or update, revise or otherwise modify the Roo Platform and any Services or Content, in which case this User Agreement shall apply to the modified Roo Platform and any and all such additional or modified Services or Content. Roo reserves the right to discontinue, suspend, cancel or otherwise cease offering the Roo Platform or any Services or Content, with or without prior notice, either generally or specifically with respect to you. You agree that Roo shall not be held liable for any such additions, updates, revisions, modifications, discontinuances, suspensions, cancellation or cessation of any of the Roo Platform, Services and/or Content. You also agree that you are not relying on any statements or expectations relating to any potential future functionality or features of the Roo Platform, Services and/or Content. From time to time, Services or Content may be provided or posted by Roo on an educational or instructional basis (“Educational Services”), and Roo may identify certain Educational Services as eligible for the accredited continuing education promulgated by the Canadian Veterinary Medical Association or provincial veterinary associations. Notwithstanding the foregoing, to the extent Roo provides any such Educational Services, Roo hereby disclaims any and all representations and warranties regarding such Educational Services, including regarding any educational, instructional, medical or veterinary information contained therein, and you hereby acknowledge and agree that such Educational Services are provided on an “AS IS” and “AS AVAILABLE” basis, and that Roo’s designation of any Educational Services as eligible for accredited continuing education does not guarantee that such designation shall remain valid for any period of time following Roo’s initial designation as such.

If you receive access to any trial, free, or beta functionality, Content, Services, components, applications, versions, environments, instances, enhancements, or extensions of the Roo Platform (collectively, "Beta Services"), which may be made available to you in connection with testing or evaluation and may be marked or otherwise indicated as trial, test, beta, pilot, preview, non-production, evaluation, or another similar description, Roo will make such Beta Services available to you, subject to the terms of this User Agreement, until the earlier of (a) the end of the applicable trial period, (b) suspension or termination by Roo, in its discretion, of access to such Beta Services, or (c) suspension or termination of your account on the Roo Platform. Notwithstanding anything to the contrary in this User Agreement (and to the maximum extent permissible under applicable law), any such Beta Services are provided on an "AS IS" AND WITH ALL FAULTS basis, and you assume all risks associated with, and Roo shall not have any obligations or liability arising from or related to, any such Beta Services (or any use thereof). You acknowledge that Beta Services are not a final, generally available commercial product and are solely for the testing or evaluation purpose(s) expressly authorized by Roo, and you agree to provide Roo with reasonable feedback and cooperation in connection with such purpose(s). Additional terms and conditions may appear on Roo's website or the Roo Platform regarding Beta Services, and any such additional terms and conditions are incorporated into this User Agreement by reference. For clarity, except as otherwise set forth herein, the Roo Platform, Content and/or Services (as applicable) include the Beta Services for the purposes of this User Agreement.

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4. REGISTRATION AND LOGIN

Access to the Roo Platform and the Services offered on the Roo Platform are available only to users who complete the registration process (including express acceptance of this User Agreement during such registration process) and meet the requirements imposed by Roo (or as required by applicable law) to participate as a Professional. Roo reserves the right to refuse any or all of the Services to (and to refuse registration of or deactivate the account of) anyone from time to time, in its discretion. Without limitation to the foregoing, Roo reserves the right to refuse registration to (or suspend or terminate access to the Roo Platform by or deactivate the account of) anyone who has previously had a prior registered account suspended or terminated for any reason.

When you register to access the Roo Platform, you will select a username and a password so that you can access your account at the Roo Platform. You agree that you will keep your password and any other access credentials (collectively, "Password") confidential and that you are responsible for maintaining the secrecy and confidentiality of your Password. You further agree that you are solely responsible for activities regarding your account and Password (including activities by third parties using your username and Password or using a login session you commenced). If you think there has been unauthorized use of your account or Password, you agree to immediately notify Roo and cooperate to resolve the issue. You understand that if you do not follow the terms of this paragraph, Roo may suspend or terminate your account, which will prevent your use of the Roo Platform. You understand that Roo is not responsible in any way and will not be liable to you or to any third person, if you do not comply with the terms of this paragraph. You may only create one account for any User, and Roo reserves the right to shut down any additional accounts.

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5. ACCURACY OF INFORMATION PROVIDED

When you register to access the Roo Platform and participate in the Services and from time to time when you use the Roo Platform and/or the Services, you will be required to provide additional information and data about yourself or your use of the Services and you may be required to upload copies of documents or other materials (including, without limitation, verification of identity, professional licensing information and payment information). You hereby represent, warrant and covenant that (a) all information you provide in the registration process, through the functionality of the Roo Platform or otherwise in connection with your use of the Services is and will be accurate, correct, current and complete, (b) all documents and other materials you provide in the registration process, through the functionality of the Roo Platform or otherwise in connection with your use of the Services are and will be accurate, correct, current and complete, and (c) you will maintain and promptly update your registration and profile information and all other information you have provided and all documentation and materials you have provided, so as to maintain their accuracy, correctness, contemporaneousness and completeness at all times. Without limitation to the foregoing, you represent and warrant that you are the individual identified during the registration process and that you are providing your complete and accurate legal name as well as the full legal name of any professional corporation or equivalent entity through which you provide Veterinary Services, if applicable. 

You agree that Roo may obtain, and hereby authorize Roo to obtain, information about you in accordance with Roo’s Privacy Policy (as defined under Section 6, below), including background checks with respect to any criminal, and professional records, to the extent permitted by applicable law,  and you agree to provide any further necessary consents or authorizations to facilitate such checks or Roo's access to such records, including as may be required by and through Roo’s service provider Certemy. Roo and/or Certemy may communicate with you or otherwise send notifications to you via email or instant messaging regarding any such background checks, and your registration on the Roo Platform (including any required registration with Certemy therein) represent your consent to receive any such communications regarding any required background checks. Further, you hereby acknowledge and agree that during the term of your registration on the Roo Platform, Roo may at any time and to the extent permitted by applicable law revalidate any information you provided in connection with the background check completed at the time of your registration or any time thereafter (including by requesting confirmation of existing documentation or any new documentation as required by Roo or applicable law). In the event that Roo determines that any information, documents or materials you submit through the Roo Platform or otherwise provide to Roo are not accurate, correct, current and complete in all respects or the results of any investigation performed by Roo are not satisfactory to Roo in its discretion, Roo reserves the right to suspend or terminate your access to the Roo Platform and the Services and/or deactivate your account, in its discretion.  Roo and the Practices will exercise its discretion under this User Agreement in accordance with applicable legislation. More information about the background check process can be found at https://certemy.com/. 

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6. PRIVACY POLICY

Personal information that you provide to Roo or that Roo otherwise collects about you through the Roo Platform or Services ("User Data") will be treated by Roo in compliance with Roo's Privacy Policy ("the Privacy Policy"), which can be accessed here and which is hereby incorporated into and made a part of this User Agreement. Notwithstanding anything to the contrary set forth therein, you hereby grant to Roo a worldwide, non-exclusive license to use any User Data to the extent reasonably necessary to perform the Services. Subject to applicable law, you also hereby grant to Roo a worldwide, non-exclusive license to use any User Data to perform, maintain, support, and improve the Services (and as otherwise authorized in this User Agreement). You represent and warrant that you own all right, title and interest in and to the User Data or you have a license granting you the rights necessary to permit you to grant the foregoing licenses. Roo may use any User Data in an aggregated format with or without data provided by third parties for any purposes not prohibited by applicable law, provided that it is not reasonably possible to identify you from such aggregated data.

You further acknowledge and agree that (a) any calls made to Roo’s Customer Support team (whether or not such calls are made regarding this User Agreement, the Services, or the Content) may be recorded by Roo for Roo’s internal use in connection with the Roo Platform or Services for training and quality assurance purposes, and by making any such calls you hereby consent to such recording and use of any resulting content; and (b) you may be presented with opportunities to opt-in to certain automated instant messaging capabilities in connection with the Roo Platform and Services, and that your agreement to opt-in to such capabilities represents your consent to receive such instant messaging communications, as either practice referenced in this paragraph is further described in the Privacy Policy.

Vulnerability Disclosure Program

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7. MUTUAL ARBITRATION

• You and Roo mutually agree to this arbitration provision (the “Mutual Arbitration Provision”).  Arbitration is a dispute‑resolution process in which a neutral third party (the arbitrator) makes a final and binding decision resolving the dispute. There is no judge or jury in arbitration, and court review of an arbitration award is limited. You have the right to consult with counsel of your choice about this Mutual Arbitration Provision (and any other provision in this Agreement). 
• This Mutual Arbitration Provision is governed by the applicable arbitration statute in the province in which you perform the majority of the services covered by this User Agreement (the “Applicable Provincial Arbitration Statute”) and shall apply to any and all claims arising out of or relating to this User Agreement, your classification as an independent contractor, the payments received by you for providing services, the termination of this User Agreement, and all other aspects of your relationship with Roo, past, present or future, whether arising under federal, provincial or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and human rights claims, claims relating to wage and hour laws, provincial and local statutes or regulations addressing the same or similar subject matters, and all other federal, provincial or local claims arising out of or relating to your relationship or the termination of that relationship with Roo. This Mutual Arbitration Provision extends to disputes between you and any Roo affiliates, subsidiaries, successors, agents, and employees that arise out of or relate to this User Agreement. The parties expressly agree that this User Agreement shall be governed by the Applicable Provincial Arbitration Statute even in the event you and/or Roo are otherwise exempted from the Applicable Provincial Arbitration Statute. Any disputes in this regard shall be resolved exclusively by an arbitrator, except as explicitly set out in section 7(j) below. 
• You and Roo agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Roo therefore agree that, before either you or Roo initiates arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Mutual Arbitration Provision. For sake of clarification only, the informal dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference, unless mutually agreed to by the parties. If you are represented by counsel, your counsel may participate in the conference, but you shall also be present throughout, and participate in, the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Roo that you intend to initiate an informal dispute resolution conference, email hello@roo.vet, providing your name, the telephone number associated with your Roo account (if any), the email address associated with your Roo account, and a description of your claims. We will then send you an Informal Dispute Resolution Conference Request form, which you must fill out completely to initiate the informal dispute resolution conference. If Roo intends to initiate an informal dispute resolution conference, Roo shall do so by emailing the email address associated with your Roo account, and providing a description of Roo’s claims. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration, and the arbitrator shall stay an arbitration proceeding in respect of any arbitration filed without fully and completely complying with these informal dispute resolution procedures. The applicable limitation period shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
• Any arbitration commenced pursuant to this Mutual Arbitration Provision shall be governed by the ADR Institute of Canada, Inc. Arbitration Rules (“ADRIC Rules”), as applicable, in all respects except as otherwise expressly agreed herein. To begin an arbitration proceeding, that party must send notice to arbitrate. If this notice is being sent to Roo, it must be sent by email to hello@roo.vet. Arbitration notices filed with ADRIC shall be submitted in accordance with the ADRIC Rules (current version available at: ADRIC-Arbitration-Rules-2025.pdf) and must include, in addition to the items set out in the ADRIC Rules: (i) the name, telephone number, mailing address, and e-mail address of the party seeking arbitration; (ii) a statement of the legal claims being asserted and the factual bases of those claims; (iii) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy (any request for injunctive relief or legal fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (iv) the names of three individuals whom the requesting party is prepared to appoint as arbitrator, as further set out below.
• Notwithstanding anything to the contrary in the ADRIC Rules, the arbitration shall be heard by a single Arbitrator (selected in accordance with the ADRIC Rules, as modified by 7(f), below), who shall be a lawyer or former judge. The seat of the arbitration shall be the largest city (by population) of the province in which you perform the majority of the services covered by this User Agreement as of the date you enter into this User Agreement. However, at your request, the arbitration hearing may take place at a location that is within 45 kilometers of your primary residence as of the date you enter into this User Agreement. The parties agree that the arbitration may proceed virtually, and the arbitrator has the discretion to order a virtual arbitration at the request of either party. Unless applicable law provides otherwise, you and Roo shall jointly pay (i.e., pay equal shares of) the applicable filing fees and other similar and usual administrative costs, as are common to both court and administrative proceedings. Roo shall pay any additional costs uniquely associated with the arbitration, such as payment of the costs of ADRIC and the arbitrator (which, for greater certainty, does not include your own legal fees). However, in paying for such costs Roo expressly reserves its right to seek recovery of these and any other appropriate fees (or any portion thereof), including its own legal costs, in the context of the adjudication of the arbitration (as the Arbitrator may, in their sole discretion, determine is appropriate in the circumstances). The current fee schedule under the ADRIC Rules is available at the following link: ADRIC-Arbitration-Rules-2025.pdf If ADRIC is not available to arbitrate, the parties will mutually select an alternative arbitral forum.
• In the Notice to Arbitrate, the requesting party shall name three individuals whom the requesting party is prepared to appoint as arbitrator. Within 10 days of the receipt of the Notice to Arbitrate, the responding party shall respond by email agreeing to the appointment of one of the three individuals named by the requesting party or providing the requesting party with a list of three other proposed arbitrators. Within 10 days of receipt of the responding party’s list, the party requesting arbitration shall respond by email agreeing to the appointment of one of such individuals, or provide a further list of three proposed arbitrators. The parties shall continue to exchange lists of three proposed arbitrators in this fashion until the arbitrator is appointed. If the arbitrator is not appointed within 30 days of the date of the Notice to Arbitrate, either Party may provide copies of the exchanged lists to ADR Institute of Canada, Inc. which shall appoint the arbitrator by selecting an arbitrator from the lists exchanged between the parties.
• The arbitrator, and not any federal or provincial court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Mutual Arbitration Provision including, but not limited to any claim that all or any part of this Mutual Arbitration Provision is void or voidable. All disputes regarding the payment of the arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court. The arbitration will decide the rights and liabilities, if any, of you and Roo. Except as expressly agreed by the parties or as otherwise expressly provided herein, the arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The parties agree that the arbitrator’s powers include the following:
  
  • The arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery (including oral discovery) sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
  • Except as provided in the Arbitration Class Action Waiver, the arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The arbitrator shall apply the substantive law of the province in which you perform the majority of the services covered by this User Agreement and the laws of Canada applicable in that province, as applicable.
  • The arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the applicable rules of civil procedure governing such motions in the province in which you perform the majority of the services covered by this User Agreement.
  • The arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. You and Roo agree that the arbitration and any corresponding rulings or decisions shall be kept strictly confidential.
  • The arbitrator may issue orders to protect the confidentiality of proprietary information, trade secrets, or other sensitive information. Subject to the discretion of the arbitrator or agreement of the parties, any person having a direct interest in the arbitration may attend the arbitration hearing. The arbitrator may exclude any non-party from any part of the hearing.
  • Either you or Roo may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.
• The award shall be binding only among the parties to the arbitration and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator’s decision is final and binding on you and Roo.‍
• Arbitration Class Action Waiver. You and Roo mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as, or to participate in, a class action, collective action and/or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action, or to award relief to anyone but the individual in arbitration (“Arbitration Class Action Waiver”). Notwithstanding any other clause contained in this User Agreement or the ADRIC Rules any claim that all or part of this Arbitration Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (i) the dispute is filed as a class, collective, or representative action and (ii) there is a final judicial determination that all or part of the Arbitration Class Action Waiver is unenforceable, the class, collective and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Arbitration Class Action Waiver that is enforceable shall be enforced in arbitration. All other disputes with respect to whether this Mutual Arbitration Provision is unenforceable, unconscionable, applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court.
• You agree and acknowledge that entering into this Mutual Arbitration Provision does not change your status as an independent contractor in fact and in law, that you are not an employee of any Practice or of Roo and that any disputes in this regard shall be subject to arbitration as provided in this User Agreement.
• Notwithstanding anything to the contrary in this Mutual Arbitration Provision, nothing in this Mutual Arbitration Provision prevents you from making a report to or filing a claim, application or charge with the applicable governmental or administrative agency or tribunal, including, as applicable, the applicable Ministry of Labour, human rights commission or tribunal, and labour relations board (cumulatively, “administrative agencies”) if the terms of applicable legislation entitle you to do so and preclude exclusive pre-dispute recourse to arbitration. This Mutual Arbitration Provision also does not prevent federal, provincial or local administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Mutual Arbitration Provision, if the terms of applicable legislation preclude exclusive pre-dispute recourse to arbitration. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable legislation before bringing a claim in arbitration. Roo will not retaliate against you for filing a claim with an administrative agency. Disputes between the parties that may not be subject to pre-dispute arbitration agreement, including as provided by applicable legislation, are excluded from the coverage of this Mutual Arbitration Provision.‍
• Your Right to Opt Out of Mutual Arbitration Provision. Arbitration is not a mandatory condition of your contractual relationship with Roo, and therefore you may submit a statement notifying Roo that you wish to opt out and not be subject to this Mutual Arbitration Provision. If you are an existing User and have validly opted out of the Mutual Arbitration Provision in a prior version of the User Agreement, you do not need to opt out again; that opt-out will be effective for disputes arising under this User Agreement. In order to opt out, you must notify Roo in writing of your intention to opt out by emailing hello@roo.vet. The email must state your intention to opt out. In order to be effective, your opt out email must be sent within 30 days of the date you enter into this User Agreement. The email must be sent by you, and not by any agent or representative. The email may opt out, at most, only one individual, and emails that purport to opt out multiple individuals will not be effective as to any. No individual (or your agent or representative) may effectuate an opt out on behalf of others. If you opt out as provided in this paragraph, you will not be subject to any adverse action from Roo as a consequence of that decision and you may pursue available legal remedies without regard to this Mutual Arbitration Provision. If you do not opt out within 30 days of the date you enter into this User Agreement, you and Roo shall be deemed to have agreed to this Mutual Arbitration Provision. You have the right to consult with counsel of your choice concerning this Mutual Arbitration Provision (or any other provision of this Agreement).
• Except as specified in the prior paragraph, this Mutual Arbitration Provision supersedes any and all prior arbitration agreements between you and Roo and is the full and complete agreement relating to the formal resolution of disputes covered by this Mutual Arbitration Provision. In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, in the event that Roo asserts a right to indemnification under this User Agreement with respect to any third party action filed and pending in the court of another jurisdiction, Roo may assert such claim for indemnification in the court in which such third party action has been filed and the parties agree that both parties' interests and judicial economy are served by resolving the indemnification claim in the same proceeding as the underlying third party claim subject to indemnification.

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8. REPRESENTATIONS AND WARRANTIES OF USER

To the extent that you perform Veterinary Services as a result of use of the Roo Platform, you represent, warrant, covenant and agree that:

• You will execute and comply with this User Agreement. 
• When providing Veterinary Services to a Practice, you will be an independent contractor of the Practice for the Shift. You are not and shall not represent yourself to be an employee of the Practice. You are not and shall not represent yourself to be an employee, contractor, joint venturer, partner or agent of Roo. 
• To the extent that you indicate through the Roo Platform that you are a licensed veterinarian, registered veterinary technician or technologist (rather than a non-licensed or unregistered veterinary professional): 
  
  • You are duly licensed or registered as indicated by the applicable veterinary regulatory authority in the jurisdiction in which the Veterinary Services are performed.
  • You are authorized to carry on the practice of veterinary medicine or provide services as a registered veterinary technician or technologist, as applicable, and are a member in good standing of the applicable veterinary regulatory authority in the jurisdiction in which the Veterinary Services are performed.
  • You are authorized to use the restricted title veterinarian, registered veterinary technologist or registered veterinary technician, as applicable, by the applicable veterinary regulatory authority, association or regulatory authority responsible for the use of such restricted terms in the jurisdiction in which the Veterinary Services are performed.
• To the extent that you indicate through the Roo Platform that you are a non-licensed or unregistered veterinary professional, you have determined that no authorization, membership or professional licence is required to provide the Veterinary Services or use the titles you use when providing the Veterinary Services. 
• You have all of the qualifications, credentials and/or certifications identified by you through your interactions through the Roo Platform (including any qualifications, credentials and/or certifications you specify in your profile or in your communications with the relevant Practice) and all of the information, data, images, documents and other materials you provide to any Practice through the Roo Platform or otherwise is accurate, correct, current and complete and you will promptly update such materials to ensure they remain accurate, correct, current and complete. You will promptly update your qualifications, credentials and/or certifications and all of the information, data, images, documents and other materials you make available through the Roo Platform after any changes in the status thereof to ensure they remain accurate, correct, current and complete.
• You will perform the Veterinary Services as directed by the Practice in a professional, safe, competent and timely manner, in accordance with all applicable provincial, federal and local laws, regulations, self- governing professional organizational rules, Health Canada and veterinary regulatory authority by-laws, policies, guidance and position statements and best industry practices (the “Vet Rules”). Without limitation to the foregoing, you will arrive at the Practice on time for your Shift and perform the Veterinary Services for the entire Shift, unless otherwise agreed with the Practice and documented through the Roo Platform.
• Except through the authorized functionality of the Roo Platform, you will not (i) demand or request, and will not accept, any payment or compensation from any Practice for any Veterinary Services or other activity you perform during or in connection with any Shift, or (ii) alter the scope, nature or duration of the Veterinary Services to be performed during any Shift.
• You will pay all applicable federal, provincial and local taxes based on your provision of Veterinary Services and any payments received by you in connection therewith.  You will be responsible for deducting any and all applicable federal and provincial taxes, deductions, premiums, and amounts owing with respect to any payments received by you in connection with your provision of the Veterinary Services and remitting such amounts to the applicable governmental authorities as prescribed by law. Prior to commencing Veterinary Services for a Practice, you shall provide Roo with the applicable sales tax registration number.  
•  You are responsible for carrying and maintaining all required insurance coverage, including workers compensation insurance, professional liability insurance and general liability insurance, that applies to your provision of the Veterinary Services. If you have employees, you are responsible for providing applicable insurance to your employees. You are responsible for maintaining any equipment and tools that you use, or determine are necessary, to perform the Veterinary Services in accordance with the Vet Rules. 
• You will use your own specialized knowledge, skills, professional judgment, and discretion to perform the Veterinary Services in accordance with all applicable laws, Vet Rules, best industry practices, and the applicable policies and directions of the applicable Practice. For the avoidance of doubt, Roo will not provide you with any training or instructions with respect to the Veterinary Services. 
• To view additional conduct guidelines for Professionals, follow the appropriate link below:

Veterinarian Conduct Guidelines
Technician Conduct Guidelines

In the event that you  do not perform the Veterinary Services in accordance with the requirements of this User Agreement (including, by way of example and not limitation, if you do not arrive at the Practice on time at the commencement of your Shift or perform the Veterinary Services for the entire Shift, unless otherwise agreed with the Practice through the Roo Platform), Roo may suspend or terminate your access to the Roo Platform and the Services and/or deactivate your account, in its sole discretion, and may, to the extent permitted by law, reduce or eliminate the Shift Compensation otherwise payable to you for the Shift.

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9. NON-SOLICITATION

User acknowledges and agrees that, in reliance upon the terms of this User Agreement, Roo is providing User with access to valuable information through the Roo Platform concerning Practices seeking Professionals who are willing and able to provide veterinary services. User further acknowledges and agrees that the creation and operation of the Roo Platform required and requires the utilization of substantial resources by Roo.

Accordingly, User shall not, directly or indirectly, without Roo’s prior written consent, offer to hire, hire, or recruit (or attempt to do any of the foregoing) any Roo employee, contractor or other user who has come into contact with User through the Roo Platform during the twelve month period prior to such hire, or encourage any of them to terminate their relationship with Roo.

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10. PAYMENT OF SHIFT COMPENSATION OR REFERRAL FEES TO PROFESSIONALS

Subject to the terms of this User Agreement, you are entitled to Shift Compensation for each Shift that you work as a Professional. The Roo Platform will generate an invoice indicating the amount of Shift Compensation owing to you, and Roo will pay you such amounts by direct deposit using the banking information you provide to our payment service provider, Stripe, Inc. (“PSP”). You acknowledge that if the banking information you provide through the Roo Platform is incorrect or incomplete, or if you fail to keep it up to date, the payment of Shift Compensation may be misdirected or delayed. You also acknowledge that it often takes a few days for funds to be available after a payment is made, and you may consult your banking institution to find out more about payment timing.

The "Shift Compensation" consists of the amount or rate agreed by you and the applicable Practice at the time you and such Practice agree to the Shift, based on an hourly rate. Roo reserves the right to adjust or withhold all or a portion of a Shift Compensation or other payment owed to you (i) if it believes that you have attempted to defraud or abuse the Practice, Roo or Roo's payment systems, (ii) in order to resolve a complaint raised by a Practice (e.g., a Practice alleges that you did not perform the Veterinary Services in accordance with the requirements of this User Agreement or the terms specified for the Shift), or (iii) in the event of a No Call/No Show (as further set forth in this Section 10). Roo's decision to adjust or withhold the Shift Compensation or other payment in any way shall be exercised in a reasonable manner. Roo will use reasonable efforts to ensure that your Shift Compensation and any other payments to you will be paid to you on a regular basis as specified in the Roo Platform. You acknowledge and agree that all payments owed to you shall not include any interest and, to the extent that Roo is at any time required by applicable law to withhold any amounts, you authorize it to do so.

Without limiting Roo’s other rights set forth in this User Agreement, Roo shall have no obligation to pay you any Shift Compensation or other related payments or amounts owed to you in the event you do not show up for a confirmed Shift without providing notice to Roo and the applicable Practice at least 72 hours before a Shift’s scheduled start time and where such absence is not otherwise excused by a doctor’s notice for a medical emergency (a “No Call/No Show”). If you have a medical emergency that is likely to affect your ability to perform, please notify Roo and the applicable Practice and Roo as soon as possible.

If you No Call/No Show or are reported by a Practice as a No Call/No Show, you will be automatically suspended from requesting new Shifts on the Roo Platform and Roo shall have no liability resulting from such suspension. You will have seven days from the date of such suspension to appeal such suspension by providing Roo’s Customer Support team (hello@roo.vet) with documentation and a corresponding explanation that reasonably demonstrates a legitimate need for such No Call/No Show; provided that Roo reserves the right in its discretion to make its own determination based on the documentation and explanation provided. In the event you are suspended more than three total times, or more than twice in any given calendar year, Roo reserves the right to terminate your account on the Roo Platform without any resulting liability resulting from such termination.

From time to time Roo may offer User a referral award payment for the referral of new professionals to Roo that are not already users of the Roo Platform (the "Referral Payments"). Where Roo offers Referral Payments and User complies with the terms and conditions of such referral payment, subject to the terms of this User Agreement, Roo will issue the applicable Referral Payment to you. It is hereby agreed that any such Referral Payment shall not be deemed a payment for services rendered from User to Roo nor an inducement by Roo to User to perform any services for or on behalf of any Practice. You hereby agree to indemnify and hold Roo harmless from any liability from a third party related to the offer or actual payment of a Referral Payment.

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11. PAYMENT METHODS

User must provide Roo’s PSP with valid bank account information.  You expressly authorize Roo, and its PSP to originate credit transfers to your financial institution account in respect of the amounts owed to you by Roo, including Shift Compensation.  All payment services are provided by PSP and not Roo.  User acknowledges that retaining current and valid bank account information on file with the PSP is required as a condition of payment of the Shift Compensation and receipt of the Services.

In the event that Roo is required to respond to and comply with certain government wage garnishment requests that Roo is subject to under applicable law, as such requests may be originated from the PSP. In the event Roo receives any such request, Roo will notify you of the existence of such request and reserves the right to take any and all actions necessary to comply with such request, including but not limited to requiring you to comply with a payment schedule set forth further on PSP’s platform. More information can be found at https://stripe.com/legal/connect-account/recipient.

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12. OWNERSHIP OF ROO PLATFORM AND CONTENT ON ROO PLATFORM

Except for Your User-Generated Content (as described and defined below) and User Data, as between Roo and you, the Roo Platform (including, any Software Components), the Services and all information, text, software, data, photographs, music, video, messages, tags or any other Content made available through the Roo Platform or Services, and all intellectual property rights therein (including, without limitation, database rights, copyright, design rights, trademarks and other similar rights wherever existing in the world), are and shall remain the sole property of Roo and User hereby assigns, conveys and transfers to Roo any rights you may acquire therein. The Roo Platform and the Content may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Any use of Roo's name (or any of Roo's logos or other trademarks) will be subject to Roo's express prior written (email acceptable) approval and will be solely for Roo's benefit. Except as expressly authorized by Roo, and as a condition of your access to the Roo Platform, you shall not modify, rent, lease, loan, sell, distribute or create derivative works based on the Roo Platform or any Content, in whole or in part. Further, as a condition of your access to the Roo Platform, you will not attempt to hack, crack or otherwise access any portion of the Roo Platform which is not made generally available by Roo in the ordinary course. Roo herein reserves the right to use security components that may permit digital Content to be protected (including, by way of example and not limitation, digital watermark technology), and you agree that use of Content is subject to usage guidelines established by Roo or any other providers supplying the Content. You shall not attempt to override or circumvent any such security components.

The Roo Platform may contain or make available information, text, software, data, photographs, music, video, messages, tags and other Content submitted by Practices, Professionals, or other end-users ("User-Generated Content"). User-Generated Content may include, without limitation, profile information, performance ratings or reviews, survey responses, forum postings, message board posts, and similar comments and feedback. You agree that all User-Generated Content, whether it is publicly or privately posted and/or transmitted, is the sole responsibility of the Practice, Professional, or other end-user from whom such User-Generated Content originated. Roo does not lay claim to ownership of any User-Generated Content which you may submit, provide or otherwise make available to Roo ("Your User-Generated Content"). Therefore, you hereby grant to Roo a worldwide, fully-paid, royalty-free, irrevocable, transferrable and fully-sub-licensable, non-exclusive right and license to use, permit the use of, copy, reproduce, distribute, publish, modify, adapt or otherwise create derivative works from, publicly perform, publicly display and otherwise exploit and utilize in any manner all of Your User-Generated Content, in accordance with the Privacy Policy. You agree that (i) you own or have a license to Your User-Generated Content to allow you to transmit it to the Roo Platform, (ii) you are solely responsible for evaluating any and all User-Generated Content made available by way of the Roo Platform or Services, (iii) you shall only use third parties’ User-Generated Content for the specific purposes(s) for which it was made available (and in accordance with any data usage terms, policies, or guidelines), and (iv) Roo provides no assurances concerning the accuracy, integrity or quality of any User-Generated Content. It is expressly understood that by use of the Roo Platform or Services, you shall be responsible for any losses or liability to which you may be  exposed as a result of User-Generated Content including, but not limited to, any errors or omissions in any User-Generated Content, and/or any loss or damage of any kind incurred as a result of the use of any User-Generated Content posted, emailed, transmitted or otherwise made available by Roo and you hereby agree to hold Roo harmless and indemnify Roo from any claims related thereto. Roo reserves the right to remove, redact or edit User-Generated Content posted or transmitted through the Roo Platform, but no exercise of such right shall make Roo responsible in any way for the contents of User-Generated Content.

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13. BROWSER CONFIGURATION AND SOFTWARE COMPONENTS

The Roo Platform may be accessed via a mobile website, in which case you may be required to have your browser configured to accept cookies. An explanation of cookies can be found in the Privacy Policy.

Roo may, now or in the future, make available mobile applications or other downloadable software or software components (including, without limitation, applications on various social media networking platforms or other mobile software) as part of the Roo Platform to access the Services ("Software Component"), in which event you agree that such Software Component is provided to you pursuant to the terms of the end user license made available with such Software Component. If no end user license is made available with such Software Component, then Roo grants you only a personal, non-transferable and nonexclusive license to make use of the object code of the Software Component on your personal device and, as a condition of such license grant, you shall not, duplicate, reproduce, alter, modify, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code (or underlying algorithms or structure), sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software Component. Furthermore, as a condition of the aforementioned license grant, you agree not to alter or change the Software Component in any manner, nature or form, and as such, not to use any modified versions of the Software Component, including and without limitation, for the purpose of obtaining unauthorized access to the Roo Platform or Services. You acknowledge and agree that the Software Component may automatically download and install upgrades, updates, or other new features. You may be able to adjust whether you receive these automatic downloads through your hardware's settings. You consent to receive updates or upgrades to the Software Component automatically without providing further consent each time. The Software Component (including any updates or upgrades) may: (i) cause your device to automatically communicate with our servers to deliver the functionality described in the Software Component description or through new features as they are introduced, and to record usage metrics; (ii) affect preferences or data stored on your device; and (iii) collect personal information as set out in our Privacy Policy. We are not responsible if an update or upgrade affects how the Software Component works if this is caused by your own equipment or device not supporting the update or upgrade. You can withdraw consent at any time by uninstalling the app or by contacting us at hello@roo.vet.

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14. THIRD PARTY SERVICES AND CONTENT

The Services may be made available or accessed in connection with third party services and content (including advertising) that Roo does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Roo does not endorse such third party services and content and in no event shall Roo be responsible or liable for any products or services of such third party providers. Without limitation to the foregoing, to the extent that you download any Software Component from the Apple Store, Google Play, the Microsoft Store or another mobile application store or distribution platform operated by a third party (the "App Platform Provider"), your downloading of the Software Component shall be subject to any terms of service established by the App Platform Provider and you further acknowledge and agree that:

• This User Agreement is between you and Roo, and not with the App Platform Provider. As between Roo and the App Platform Provider, Roo is solely responsible for the Software Component and all other aspects of the Roo Platform. Without limitation to the foregoing, the App Platform Provider has no obligation to furnish any maintenance and support services with respect to the Software Component or any other aspect of the Roo Platform.
• The App Platform Provider and its subsidiaries are third-party beneficiaries of this User Agreement as relates to your license of the Software Component, and the App Platform Provider will have the right to enforce this User Agreement as related to your license of the Software Component against you as a third-party beneficiary hereunder.

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15. CONDUCT ON ROO PLATFORM

You acknowledge and agree that the Roo Platform has not been represented to you as and are NOT to be used by you as a source of employment advice, labour advice, veterinary medicine advice, medical or healthcare advice. The Roo Platform is NOT for use diagnosing, treating, mitigating or preventing a disease, disorder or abnormal physical state, or any of their symptoms and is NOT for use restoring, modifying or correcting any animal or the functioning of any part of an animal’s body. 

You agree, as a condition to the rights granted to you herein, to follow the following basic rules of conduct when using the Roo Platform and/or Services:

• You will comply with this User Agreement and all applicable laws, policies, terms, and guidelines, including any terms associated with any application programming interface (or other integration or connection system or mechanism) or data feed authorized or made available by Roo.
• You will not share your Password with anyone or transfer or sell, or attempt to transfer or sell, your user account and/or Password, and you will not use any other person's Password.
• You will not use the Roo Platform or the Services in connection with any discrimination against anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, sexual orientation or other attribute of a protected class under applicable human rights legislation.
• You will not harass, threaten or abuse other people when using the Roo Platform or Services in any manner, and you will not post, upload, email, or otherwise transmit to, through or in connection with the Roo Platform any Content that Roo determines to be unlawful, harmful, fraudulent, libelous, defamatory, vulgar, obscene, tortuous or illegal, or that Roo determines to be abusive, profane, harassing, hateful, and/or racially, ethnically, or otherwise objectionable.
• You will not post, upload, email, or otherwise transmit to, through or in connection with the Roo Platform any Content in violation of any third party's copyright, patent, trademark, trade secret, rights of publicity or privacy or other proprietary or intellectual property rights or otherwise use the Roo Platform in any way that infringes any third party's proprietary or intellectual property rights.
• You will not post, upload, email, or otherwise transmit to, through or in connection with the Roo Platform any Content that may contain a virus, cancelbot, Trojan horse, harmful code, or other computer code, files and/or programs which have been designed to interfere, interrupt, damage, destroy and/or limit the functionality or operation of any computer software, hardware, or telecommunication equipment or surreptitiously intercept or expropriate any system, data or personal information.
• You will not impersonate any other person or misrepresent a relationship with any person or entity, including, without limitation, impersonating a Roo representative or misrepresenting a relationship with Roo, you will not adopt a false identity or deceive or defraud any individual or entity, and you will not access or use any functionality, Content, Services, components, applications, versions, environments, instances, enhancements, or extensions for which you are not expressly then-authorized by Roo.
• You will not disrupt the normal flow of communication, or otherwise act in any manner that would negatively affect other end-users’ ability to participate in any real time interactions through the Roo Platform or Services.
• You will not manipulate the Roo Platform or the Services to hide your identity or participation in the Roo Platform or to disguise the origin of any information transmitted through the Roo Platform.
• You will not, without Roo's prior written authorization, "frame" or "mirror" any part of the Roo Platform, use meta tags or code or other devices containing any reference to Roo in order to direct any person to any other web site for any purpose, or use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Roo Platform or its Content.
• You will not knowingly use any device, software or technique to interfere with or attempt to interfere with the proper working of the Roo Platform.
• You will not modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Roo Platform or any software used on or for the Roo Platform or rent, lease, lend, sell, redistribute, license or sublicense the Roo Platform or access to any portion of the Roo Platform.
• You will not intentionally or unintentionally violate any local, provincial, federal, national or international law, including, but not limited to any Vet Rules, rules, guidelines, and/or regulations decreed by any provincial  securities commission, in addition to any rules of any nation or other securities commission or rules, guidelines, and/or regulations decreed by Health Canada or any applicable veterinary regulatory authority.
• You will not upload, post, email, transmit, offer or otherwise send any unsolicited advertising, promotional information, e-mail or other solicitation (including without limitation junk mail, "spam," chain letters or pyramid schemes of any sort) to any person through the use of the Roo Platform or Services.
• You will not cause any third party to engage in, or assist or encourage any third party engaging in, any restricted activities identified above.

If you violate any of the rules of conduct set forth above, or any other aspect of this User Agreement, Roo reserves the right to suspend or terminate your account and your access to and use of the Roo Platform and the Services without giving you any notice. Roo further reserves the right (but shall have no obligation) to at any time remove and/or delete any Content or User-Generated Content that Roo determines in its discretion to be inappropriate or undesirable for the Roo Platform.

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16. FEEDBACK

Roo may provide mechanisms for User to contribute feedback related to the Roo Platform or Services. If, and to the extent that you submit any feedback, ideas, documents, suggestions and/or proposals related to the Roo Platform or the Services ("Contributions"), you agree that: (1) Roo is granted a worldwide, fully-paid, royalty-free, irrevocable, transferrable and fully-sub licensable, non-exclusive right and license to use, copy, reproduce, distribute, publish, modify, adapt or otherwise create derivative works from and otherwise exploit and utilize in any manner all such Contributions, (2) Roo is under no obligation to either compensate or provide any form of reimbursement in any manner or nature for any such Contribution nor is Roo under any obligation to ensure or maintain the confidentiality of any Contribution; and (3) Roo shall accordingly be entitled to make use of and/or disclose any such Contributions in any such manner as it may see fit. You further represent and warrant that your Contributions do not contain any type of confidential or proprietary information and are not subject to any proprietary rights of any third party.

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17. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS PROCEDURES

If you believe that any of the Content on the Roo Platform infringes upon your copyright, or otherwise violates your intellectual property rights, you should provide to the Roo agent identified below all of the following:

• The electronic or the physical signature of the individual that is authorized on behalf of the owner of the copyright or other intellectual property interest;
• A description of the copyrighted work or other intellectual property that you believe has been infringed upon;
• A description of the Content, and its location within the Roo Platform, which you allege is infringing upon your intellectual property;
• The physical address, telephone number, and email address of the owner of the intellectual property;
• A statement, in which you state that the alleged and disputed use of your copyright or other intellectual property is not authorized by the owner of the copyright or other intellectual property, its agents or the law;
• And finally, a statement, made under penalty of perjury, that the aforementioned information in your notice is the truth and accurate, and that you are the copyright or intellectual property owner, or a representative or agent authorized to act on the copyright or intellectual property owner's behalf.

The Roo agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:

Roo Veterinary, Inc
2 Embarcadero Center, 8th Floor
San Francisco, CA 94111
Attn: DMCA Agent
Telephone: 1-833-ROO-VETS (833-766-8387)
Email: hello@roo.vet 

Notwithstanding anything to the contrary in this User Agreement, Roo will have no liability for any infringement or misappropriation action or claim of any kind to the extent that it results from: (a) modifications to the Roo Platform or Service made by a party other than Roo, if the infringement or misappropriation would not have occurred but for such modifications; (b) your failure to use updated or modified access to the Roo Platform or Services provided by Roo to avoid infringement or misappropriation; (c) Roo's compliance with any designs or specifications provided by you; (d) Beta Services (or any use thereof); (e) any events or circumstances beyond Roo's control; or (f) your use of the Roo Platform or Service other than as authorized by this User Agreement.

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18. THIRD PARTIES ADVERTISERS AND LINKS TO OTHER RESOURCES

Any correspondence or business dealings with, or the participation in any promotions of, other Professionals, Practices,  or other third parties through the Roo Platform or Services (which business dealings may include the payment and/or delivery of goods and/or services, and any such other term, condition, warranty and/or representation associated with such dealings) are and shall be solely between you and any such third party. You agree that Roo shall not be responsible or liable for any loss or damage of any nature or manner incurred as a direct result of any such dealings with any such third party.

Roo and third parties may provide links to or compatibility with other websites and/or resources. You acknowledge and agree that Roo is not responsible for the availability of any such external sites or resources, and Roo does not endorse, nor is it responsible or liable for, any content, products, advertising or any other materials, on or available from such third party sites or resources. Furthermore, you acknowledge and agree that Roo shall not be responsible or liable, directly or indirectly, for any damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any content, goods or services made available on or through any such site or resource.

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19. WARRANTY DISCLAIMERS

YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE ROO PLATFORM, SERVICES AND CONTENT ARE AT YOUR SOLE RISK. THE ROO PLATFORM, SERVICES AND CONTENT ARE PROVIDED ON AN "AS IS" AND/OR "AS AVAILABLE" BASIS. ROO EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE ROO PLATFORM, SERVICES AND CONTENT, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITATION TO THE FOREGOING, ROO EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES AND CONDITIONS THAT (i) THE ROO PLATFORM, SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS; (ii) THE ROO PLATFORM, SERVICES OR CONTENT SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE ROO PLATFORM, SERVICES OR CONTENT WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE OBTAINED THROUGH THE ROO PLATFORM, SERVICES OR CONTENT WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY ERRORS CONTAINED IN THE ROO PLATFORM SHALL BE CORRECTED. ANY SOFTWARE COMPONENTS OR CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF THE ROO PLATFORM SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH SOFTWARE COMPONENTS OR CONTENT. ROO IS MERELY A PASSIVE CONDUIT BETWEEN PROFESSIONALS AND PRACTICES, AND USER IS SOLELY RESPONSIBLE FOR ANY DECISION TO HIRE OR UTILIZE (OR REJECT, SUSPEND, REPRIMAND, PUNISH, OR TERMINATE) ANY PROFESSIONAL (INCLUDING ANY RELATED DILIGENCE ACTIVITIES, SUCH AS QUALIFICATION OR BACKGROUND VERIFICATION OR MONITORING).

ROO IS A TECHNOLOGY COMPANY. ROO DOES NOT ENGAGE IN THE PRACTICE OF VETERINARY MEDICINE.  ROO IS NOT RESPONSIBLE FOR THE ACTIONS OR OMISSIONS OF ANY PROFESSIONAL OR PRACTICE OR THE QUALITY OR OUTCOMES OF ANY VETERINARY SERVICES PROVIDED BY ANY PROFESSIONAL OR PRACTICE.

THE PROVISION OF ROO PLATFORM TO ANY PROFESSIONAL OR PRACTICE IS NOT A REFERRAL, ENDORSEMENT OR RECOMMENDATION OF THE PROFESSIONAL OR PRACTICE. ROO MAKES NO REPRESENTATION OR WARRANTY AS TO THE QUALIFICATIONS, SKILL, EFFECTIVENESS OR RESPONSIVENESS OF ANY PROFESSIONAL OR PRACTICE.

Without limitation to the foregoing, Roo is not responsible for the conduct, whether online or offline, of any other end-user of the Roo Platform or the Services. You are solely responsible for your interactions with other end-users. By its very nature, other end-users’ information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. Moreover, because user authentication on the Internet is difficult, Roo cannot and does not confirm that each Practice, Professional, or other end-user is who they claim to be. Accordingly, you should use common sense when using the Roo Platform and Services, including looking at the photos of any other end-user with whom you are matched with to make sure it is the same individual with whom you deal in person. Please note that there are also risks of dealing with people acting under false pretense, and Roo does not accept responsibility or liability for any content, communication or other use or access of the Roo Platform by other end-users. By using the Roo Platform, you agree to accept and assume such risks and agree that Roo is not responsible for any acts or omissions of other end-users on the Roo Platform or participating in the Services. In the event that you have a dispute with one or more other end-users, you release Roo and its subsidiaries and affiliates and their respective directors, officers, shareholders, employees, printers, contractors, licensors, suppliers, vendors, partners, agents and representatives (collectively "Roo Parties") from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes to the fullest extent permitted by law.

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20. LIMITATION OF LIABILITY

YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT THE ROO PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH THE ROO PARTIES MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR. IN ADDITION, THE AGGREGATE LIABILITY OF THE ROO PARTIES TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF $1,000 OR THE AMOUNT YOU HAVE PAID TO ROO IN THE TWELVE MONTHS BEFORE THE ACTION GIVING RISE TO LIABILITY. IN ADDITION, THE ROO PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DELAY OR FAILURE, OR ANY ASSOCIATED DAMAGES, RESULTING FROM ANY EVENTS OR CIRCUMSTANCES BEYOND ROO'S CONTROL, INCLUDING ANY ACTS OF GOD, ACTS OF GOVERNMENT, FLOODS, FIRES, EARTHQUAKES, CIVIL UNREST, WARS, ACTS OF TERROR, STRIKES, EPIDEMICS, PANDEMICS, CYBERATTACKS, OR THIRD-PARTY INTERNET SERVICE INTERRUPTIONS OR SLOWDOWNS. ROO SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY VETERINARY SERVICES (OR ANY RELATED ACTS OR OMISSIONS BY OR ON BEHALF OF ANY PROFESSIONAL).

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21. INDEMNITY

You shall indemnify and hold harmless the Roo Parties from and against any and all liabilities, losses, damages, fines, surcharges, costs, claims, demands, suits, causes of action or other harm of any kind, including reasonable legal fees, incurred or suffered by the Roo Parties that are caused, directly or indirectly, by or as a result of, or in connection with: 

• your User-Generated Content; 
• your use of the Roo Platform or Services; 
• the use of the Roo Platform or Services by any person who uses the Roo Platform or Services while logged on under your user name or Password; 
• your violation of any provision in this User Agreement; 
• any claim by a Practice related to personal injury (including death) and/or property damage arising from or related to any Veterinary Services performed by you;
• your violation of any laws or of any rights of a third party; 
• your violation of any applicable law or regulation; or

any dispute regarding the relationship between Roo and the User or the Practice and the User, including but not limited to the expiry or termination of the relationship, tax liability, employment status, misclassification, employment standards (including without limitation, termination pay, notice in lieu of termination pay, severance pay, overtime, public holiday pay, rest and meal breaks and vacation pay), workers’ compensation insurance matters, unemployment claims, or any allegation, claim finding or ruling that Roo is an employer or joint employment of any User (or any of the User’s employees or agents) or otherwise liable for any amounts, damages or benefits owing or potentially owing to a User in connection with providing the Veterinary Services, whether under contract, statute, common law or otherwise.

22. RELATIONSHIP OF THE PARTIES

As stated above, the Roo Platform allows a Practice to identify potential Shifts for which it is seeking Professionals to perform Veterinary Services and for one or more Professionals to offer to perform Veterinary Services for such prospective Shifts. Roo's role, in connection with transactions between Practices and Professionals, is strictly to facilitate the connection between these parties through the use of the Roo Platform and to process payments on behalf of the Practices.  You acknowledge and agree the relationship between you and Roo is solely that of a platform user. You further acknowledge and agree that the relationship between a User and a Practice under this User Agreement is  that of independent contracting parties. You agree that Roo has no involvement in decisions of a Professional or a Practice to engage in Veterinary Services through the Roo Platform, but rather, Roo's purpose hereunder is to provide the Roo Platform to Professionals and Practices as a means to connecting the parties. You and Roo expressly agree that (1) this User Agreement is not an employment agreement and does not create an employment relationship between you and Roo; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this User Agreement. You agree that neither you nor any other end-user has any authority to bind Roo, and you undertake not to hold yourself out as an employee, agent or authorized representative of Roo. For the avoidance of doubt, you and Roo expressly agree that you shall not be entitled to damages from a Practice or from Roo in respect of termination of your relationship with Roo or with a Practice whether under common law or contract. In the event that it is determined that the applicable employment standards legislation in the province in which you are providing services applies to you, your entitlements on termination of your engagement with a Practice, if any, shall be limited to the applicable minimum entitlements of applicable employment standards legislation in the province in which you are providing services. You expressly acknowledge and agree that common law reasonable notice will not apply. 

Roo does not, and shall not be deemed to, supervise, direct or control any Practice, Professional, or other end-user generally or the performance of User under this User Agreement specifically, including in connection with any provision of Veterinary Services by any Professional to a Practice or any other end-user’s acts or omissions. User retains the sole right to determine when, where, and for how long User will utilize the Roo Platform and whether to engage in Veterinary Services with other end-users. User retains the option to accept or to decline or ignore another end-user’s request for or offer of a Shift via the Roo Platform, or to cancel an accepted Shift via the Roo Platform, subject to the then-current cancellation policies on the Roo Platform. You acknowledge and agree that end-users have complete discretion in connection with the provision of Veterinary Services by Professionals, the utilization of Veterinary Services by Practices and the manner in which they otherwise engage in other business or employment activities. You expressly acknowledge and agree that the issuance of payments through the Roo Platform as compensation from a Practice to a Professional for Veterinary Services is purely for convenience and in no way is intended to implicate Roo as an employer or a recipient of the services of either a Professional or a Practice. Without limitation to the foregoing, Roo will have no power or authority to provide instructions to or direct, supervise or control any Professional with respect to the means, manner or method of performance of Veterinary Services, and each Professional will, in the exercise of his or her independent judgment, select the means, manner, sequence and method of performance thereof.

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23. NOTICE AND COMMUNICATIONS

Roo may furnish you with notices relating to this User Agreement by any reasonable means currently known or which may be developed including, but not limited to email, regular mail, MMS or SMS, text messaging, or postings on the Roo Platform. To the extent that Roo uses any contact information you have provided through your registration of your user account or otherwise, you agree that transmittal in accordance with such contact information shall be deemed valid notice to you, and any failure by you to update such contact information shall not affect the validity of such notice given to you. You hereby expressly consent to Roo's furnishing you with the aforementioned notices and may rescind such consent in accordance with, and subject to the terms of, the Privacy Policy.

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If you wish to contact Roo, you may use the following contact information.

Roo Veterinary, Inc
2 Embarcadero Center, 8th Floor
San Francisco, CA 94111
Telephone: 1-833-ROO-VETS (833-766-8387)
Email: hello@roo.vet 

In addition to notices under this User Agreement, by entering into this User Agreement or using the Roo Platform, you understand that you may receive communications from Roo, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from or on behalf of Roo may include but are not limited to: operational communications concerning your User account or use of the Roo Platform or Services, updates concerning new and existing features on the Roo Platform, communications concerning promotions run by Roo or third-party partners, and news concerning Roo and industry developments (with your consent where required by law). Standard text messaging charges applied by your cell phone carrier will apply to text messages sent under this User Agreement.

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24. GENERAL TERMS

This User Agreement constitutes the entire agreement between you and Roo and shall govern the use of the Roo Platform, Services and Content, superseding any prior version of this User Agreement. The headings in this User Agreement are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this User Agreement or the intent of the provisions hereof. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person may in the context require. The use of the words "include," "including" or variations thereof in this User Agreement shall be deemed to be by way of example rather than by limitation. No failure or delay in exercising or enforcing any right or provision of this User Agreement shall constitute a waiver of such right or provision. You and Roo mutually agree that the relationship between the parties shall be governed by the laws of the province or territory in which you are located and the federal laws of Canada applicable therein. If any provision of this User Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give maximum effect to the parties' intentions as reflected in the provision, and the other provisions of this User Agreement remain in full force and effect. Except as expressly provided in Section 14 ("Third Party Services and Content"), the parties agree that there are no third-party beneficiaries to this User Agreement. For the avoidance of doubt, each contract between Roo and each Professional that agrees to the terms of this User Agreement is a separate and independent contract and so no third party may enforce the terms of any User Agreement between Roo and a particular Professional. Roo may at any time assign Roo's rights under this User Agreement or any part hereof. You may not sell or assign any of your rights under this User Agreement or any part hereof, either voluntarily or by operation of law, without the prior written consent of Roo. Subject to the foregoing, this User Agreement shall be binding upon Roo, you and Roo's and your respective legal representatives, successors and assigns.

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2. Amendments to this user agreement

You understand that Roo may amend this User Agreement from time to time on a prospective basis without notice to you. A link to this User Agreement is available each time you log into (or otherwise use) the Roo Platform and, by completing the login process, you accept any amendments made since your last acceptance of the terms of this User Agreement. Accordingly, you should review this User Agreement each time you elect to log into (or otherwise use) the Roo Platform. Roo may elect to provide you with e-mail, text or other notice of any amendment to this User Agreement (and may summarize any such amendment), but neither the failure to provide, nor any inaccuracy in, any such notice shall limit or otherwise affect your acceptance of the modified terms of this User Agreement by logging into (or otherwise using) the Roo Platform.

IN THE EVENT THAT YOU DO NOT AGREE TO ANY CHANGE TO THIS USER AGREEMENT, YOU MAY REFUSE SUCH CHANGE BY DISCONTINUING ALL ACCESS TO THE ROO PLATFORM AND CEASING ALL USE OF THE SERVICES. IF YOU CONTINUE TO ACCESS THE ROO PLATFORM OR USE THE SERVICES IN ANY MANNER AFTER SUCH CHANGE BECOMES EFFECTIVE, SUCH ACCESS OR USE CONSTITUTES YOUR ACCEPTANCE OF THE MODIFIED USER AGREEMENT.

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3. Description of Roo platform and services offered

The Roo Platform includes a marketplace where licensed veterinarians and other qualified veterinary professionals who are registered as users of the Roo Platform ("Professionals") can be matched with veterinary hospitals, veterinarian offices or other entities or facilities engaged in the practice of veterinary medicine who are registered as customers of the Roo Platform ("Practices"), where the Practices are seeking the services of a Professional (like you) on a contract basis to perform veterinary services for and as directed by the Practice ("Veterinary Services"), under temporary working arrangements consisting of one or more full or partial day timeframes (each a "Shift"). The Roo Platform and Services are intended for professional and commercial use solely by licensed veterinarians and other qualified veterinary professionals and businesses engaged in the lawful practice of veterinary medicine.

The Roo Platform allows a Practice to identify potential Shifts for which it is seeking Professionals to perform Veterinary Services and for one or more Professionals to offer to perform Veterinary Services for such prospective Shifts. To the extent that one or more Professionals offer to perform Veterinary Services for any prospective Shift identified by a Practice, the Practice will select from among such offers to fill the prospective Shift within the time period established by the Roo Platform for such circumstances. You acknowledge and agree that any decision by you to offer a Shift is a decision made in your sole discretion and that any decision by a Practice to accept a Shift offered by you is a decision made in such Practice's sole discretion, and Roo does not guarantee that any decision by you to offer a Shift will result in a Practice accepting any such Shift. Roo shall not be liable to any Practices, Professionals, or other end-users related to any Veterinary Services, and User hereby agrees to hold Roo harmless and indemnify Roo against any third party claims related to any Veterinary Services.

At its discretion, Roo may offer additional Services, or update, revise or otherwise modify the Roo Platform and any Services or Content, in which case this User Agreement shall apply to the modified Roo Platform and any and all such additional or modified Services or Content. Roo reserves the right to discontinue, suspend, cancel or otherwise cease offering the Roo Platform or any Services or Content, with or without prior notice, either generally or specifically with respect to you. You agree that Roo shall not be held liable for any such additions, updates, revisions, modifications, discontinuances, suspensions, cancellation or cessation of any of the Roo Platform, Services and/or Content. You also agree that you are not relying on any statements or expectations relating to any potential future functionality or features of the Roo Platform, Services and/or Content. From time to time, Services or Content may be provided or posted by Roo on an educational or instructional basis (“Educational Services”), and Roo may identify certain Educational Services as eligible for the Registry of Approved Continuing Education promulgated by the American Association of Veterinary State Boards. Notwithstanding the foregoing, to the extent Roo provides any such Educational Services, Roo hereby disclaims any and all representations and warranties regarding such Educational Services, including regarding any educational, instructional, medical or veterinary information contained therein, and you hereby acknowledge and agree that such Educational Services are provided on an “AS IS” and “AS AVAILABLE” basis, and that Roo’s designation of any Educational Services as eligible for the Registry of Approved Continuing Education does not guarantee that such designation shall remain valid for any period of time following Roo’s initial designation as such.

If you receive access to any trial, free, or beta functionality, Content, Services, components, applications, versions, environments, instances, enhancements, or extensions of the Roo Platform (collectively, "Beta Services"), which may be made available to you in connection with testing or evaluation and may be marked or otherwise indicated as trial, test, beta, pilot, preview, non-production, evaluation, or another similar description, Roo will make such Beta Services available to you, subject to the terms of this User Agreement, until the earlier of (a) the end of the applicable trial period, or (b) suspension or termination by Roo, in its sole discretion, of access to such Beta Services. Notwithstanding anything to the contrary in this User Agreement (and to the maximum extent permissible under applicable law), any such Beta Services are provided on an "AS IS" AND WITH ALL FAULTS basis, and you assume all risks associated with, and Roo shall not have any obligations or liability arising from or related to, any such Beta Services (or any use thereof). You acknowledge that Beta Services are not a final, generally available commercial product and are solely for the testing or evaluation purpose(s) expressly authorized by Roo, and you agree to provide Roo with reasonable feedback and cooperation in connection with such purpose(s). Additional terms and conditions may appear on Roo's website or the Roo Platform regarding Beta Services, and any such additional terms and conditions are incorporated into this User Agreement by reference. For clarity, except as otherwise set forth herein, the Roo Platform, Content and/or Services (as applicable) include the Beta Services for the purposes of this User Agreement.

Roo also offers the ability for students, trainees or similar in-training individuals to engage with a Practice for an internship, externship or similar engagement through the Roo Uni platform, and any such engagement shall be subject to any additional terms set forth on the Roo Uni platform. Roo hereby disclaims any and all representations and warranties with respect to any engagement with a Practice initiated through the Roo Uni platform, including with respect to the expectation of any full-time, part-time or per diem offer or Placement from a Practice following the completion of any engagement initiated through the Roo Uni platform, any compensation from a Practice for any engagement initiated through the Roo Uni platform, or any conditions, requirements, guarantees, guidelines or programs provided by any such Practice. More information can be found at https://www.roo.vet/roo4you/roo-uni-veterinary-externships.

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4. Registration and login

Access to the Roo Platform and the Services offered on the Roo Platform are available only to users who complete the registration process (including express acceptance of this User Agreement during such registration process) and meet the requirements imposed by Roo (or as required by applicable law) to participate as a Professional. Roo reserves the right to refuse any or all of the Services to (and to refuse registration of or deactivate the account of) anyone at any time, in its sole discretion. Without limitation to the foregoing, Roo reserves the right to refuse registration to (or suspend or terminate access to the Roo Platform by or deactivate the account of) anyone who has previously had a prior registered account suspended or terminated for any reason.

When you register to access the Roo Platform, you will select a user name and a password so that you can access your account at the Roo Platform. You agree that you will keep your password and any other access credentials (collectively, "Password") confidential and that you are responsible for maintaining the secrecy and confidentiality of your Password. You further agree that you are solely responsible for activities regarding your account and Password (including activities by third parties using your user name and Password or using a login session you commenced). If you think there has been unauthorized use of your account or Password, you agree to immediately notify Roo and cooperate to resolve the issue. You understand that if you do not follow the terms of this paragraph, Roo may suspend or terminate your account, which will prevent your use of the Roo Platform. You understand that Roo is not responsible in any way and will not be liable to you or to any third person, if you do not comply with the terms of this paragraph. You may only create one account for any user, and Roo reserves the right to shut down any additional accounts.

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5. Accuracy of information provided

When you register to access the Roo Platform and participate in the Services and from time to time when you use the Roo Platform and/or the Services, you will be required to provide additional information and data about yourself or your use of the Services and you may be required to upload copies of documents or other materials (including, without limitation, verification of identity, professional licensing information and payment information). You hereby represent, warrant and covenant that (a) all information you provide in the registration process, through the functionality of the Roo Platform or otherwise in connection with your use of the Services is and will be accurate, correct, current and complete, (b) all documents and other materials you provide in the registration process, through the functionality of the Roo Platform or otherwise in connection with your use of the Services are and will be accurate, correct, current and complete, and (c) you will maintain and promptly update your registration and profile information and all other information you have provided and all documentation and materials you have provided, so as to maintain their accuracy, correctness, contemporaneousness and completeness at all times. Without limitation to the foregoing, you represent and warrant that you are the individual identified during the registration process and that you are providing your complete and accurate legal name. 

You agree that Roo may obtain, and hereby authorize Roo to obtain, information about you, including background, credit and other checks with respect to any criminal, professional or financial records, and you agree to provide any further necessary authorizations to facilitate such checks or Roo's access to such records, including as may be required by and through Roo’s service  providers Certemy and/or Checkr. Roo, Certemy, and/or Checkr may communicate with you or otherwise send notifications to you via email or instant messaging regarding any such background checks, and your registration on the Roo Platform (including any required registration with Certemy or Checkr therein) represent your consent to receive any such communications regarding any required background checks. Further, you hereby acknowledge and agree that during the term of your registration on the Roo Platform, Roo may at any time revalidate any information you provided in connection with the background check completed at the time of your registration or any time thereafter (including by requesting confirmation of existing documentation or any new documentation as required by Roo or applicable law). In the event that Roo determines that any information, documents or materials you submit through the Roo Platform or otherwise provide to Roo are not accurate, correct, current and complete in all respects or the results of any investigation performed by Roo are not satisfactory to Roo in its sole discretion, Roo reserves the right to suspend or terminate your access to the Roo Platform and the Services and/or deactivate your account, in its sole discretion. More information about the background check process can be found at https://certemy.com/ and https://checkr.com/.

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6. Privacy policy

Information that you provide to Roo through the Roo Platform or Services ("User Data") will be treated by Roo in compliance with Roo's Privacy Policy ("the Privacy Policy"), which can be accessed here and which is hereby incorporated into and made a part of this User Agreement. Notwithstanding anything to the contrary set forth therein, you hereby grant to Roo a worldwide, non-exclusive license to use any User Data to the extent reasonably necessary to perform the Services. Subject to applicable law, you also hereby grant to Roo a worldwide, non-exclusive license to use any User Data to perform, maintain, support, and improve the Services (and as otherwise authorized in this User Agreement). You represent and warrant that you own all right, title and interest in and to the User Data or you have a license granting you the rights necessary to permit you to grant the foregoing licenses. Roo may use any User Data in an aggregated format with or without data provided by third parties for any purposes not prohibited by applicable law, provided that it is not reasonably possible to identify you from such aggregated data.

You further acknowledge and agree that (a) any calls made to Roo’s Customer Support team (whether or not such calls are made regarding this User Agreement, the Services, or the Content) may be recorded by Roo for Roo’s internal use in connection with the Roo Platform or Services, and by making any such calls you hereby consent to such recording and use of any resulting content; and (b) you may be presented with opportunities to opt-in to certain automated instant messaging capabilities in connection with the Roo Platform and Services, and that your agreement to opt-in to such capabilities represents your consent to receive such instant messaging communications, as either practice referenced in this paragraph is further described in the Privacy Policy.

Vulnerability Disclosure Program

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7. Arbitration

Any claim, controversy, cause of action and/or dispute (each a "Claim") either Roo or you have arising out of this User Agreement or otherwise relating to the Roo Platform, the Services or the Content shall be resolved by a single impartial arbitrator pursuant to proceedings administered by the American Arbitration Association under its rules for resolution of commercial disputes, except that each party retains the right: (a) to bring an individual action in small claims court and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. The arbitration shall be held in Houston, Texas. All submissions to the arbitrator, the proceedings and the award shall be confidential. The arbitration shall be conducted on an expedited basis with minimal discovery. The arbitrator's award shall be final and binding. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS USER AGREEMENT. Neither party consents or agrees to any arbitration on a class or representative basis, and the arbitrator shall have no authority to proceed with an arbitration on a class or representative basis. No arbitration will be consolidated with any other arbitration proceeding without the consent of all parties. Any claim or controversy as to the enforceability of this arbitration provision's restriction on your right to participate in or pursue a class action or class-wide arbitration shall be brought only in the United States District Court for the Southern District of Texas or any State of Texas court located in Harris County, Texas. Each party agrees to unconditionally and irrevocably submit to the exclusive jurisdiction and venue of such courts and agree to not object to such jurisdiction and venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise.

Notwithstanding the foregoing, in the event that Roo asserts a right to indemnification under this User Agreement with respect to any third party action filed and pending in the court of another jurisdiction, Roo may assert such claim for indemnification in the court in which such third party action has been filed and the parties agree that both parties' interests and judicial economy are served by resolving the indemnification claim in the same proceeding as the underlying third party claim subject to indemnification.

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8. Performance of veterinary services during shifts‍

To the extent that you  perform Veterinary Services as a result of use of the Roo Platform, you represent, warrant, covenant and agree that:

• To the extent that you indicate through the Roo Platform that you are a licensed veterinarian or veterinary professional (rather than a non-licensed veterinary professional), you are duly licensed as indicated by the applicable governmental authority in the jurisdiction in which the Veterinary Services are performed.
• You have all of the qualifications, credentials and/or certifications identified by you through your interactions through the Roo Platform (including any qualifications, credentials and/or certifications you specify in your profile or in your communications with the relevant Practice) and all of the information, data, images, documents and other materials you provide to any Practice through the Roo Platform or otherwise is accurate, correct, current and complete and you will promptly update such materials to ensure they remain accurate, correct, current and complete. You will promptly update your qualifications, credentials and/or certifications and all of the information, data, images, documents and other materials you make available through the Roo Platform after any changes in the status thereof to ensure they remain accurate, correct, current and complete.
• You will perform the Veterinary Services as directed by the Practice in a professional, competent and timely manner, in accordance with all applicable laws, regulations, self-governing professional organizational rules and best industry practices. Without limitation to the foregoing, you will arrive at the Practice on time for your Shift and perform the Veterinary Services for the entire Shift, unless otherwise agreed with the Practice and documented through the Roo Platform.
• You shall provide and be responsible for maintaining any equipment and tools that you use, or determine is necessary, to accomplish the Veterinary Services, including but not limited to appropriate work attire.
• Except through the authorized functionality of the Roo Platform, you will not (i) demand or request, and will not accept, any payment or compensation from any Practice for any Veterinary Services or other activity you perform during or in connection with any Shift, or (ii) alter the scope, nature or duration of the Veterinary Services to be performed during any Shift.
• You will pay all applicable federal, state and local taxes based on your provision of Veterinary Services and any payments received by you in connection therewith. You have provided, or will at the request of Roo at any time provide, an executed Form W-9 or other tax document as may be required by Roo. You acknowledge that Roo will report compensation paid to you as required by applicable law and at no time shall Roo be responsible for paying, withholding or otherwise reporting any federal taxes, state taxes, or local taxes or other contributions imposed by or required under any federal, state or local tax statute or taxing authority.
• To the extent that you indicate through your interactions through the Roo Platform that you maintain such a policy of professional liability insurance, you have a valid policy of such professional liability insurance (in coverage amounts consistent with all applicable legal requirements and any additional requirements specified through the Roo Platform) that covers your performance of Veterinary Services.
• To view additional conduct guidelines for Professionals, follow the appropriate link below:

Veterinarian Conduct Guidelines

Technician Conduct Guidelines

In the event that you  do not perform the Veterinary Services in accordance with the requirements of this User Agreement (including, by way of example and not limitation, if you do not arrive at the Practice on time at the commencement of your Shift or perform the Veterinary Services for the entire Shift, unless otherwise agreed with the Practice through the Roo Platform), Roo may suspend or terminate your access to the Roo Platform and the Services and/or deactivate your account, in its sole discretion, and may, to the extent permitted by law, reduce or eliminate the Shift Compensation otherwise payable to you for the Shift.

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9. Non-Solicitation

User acknowledges and agrees that, in reliance upon the terms of this User Agreement, Roo is providing User with access to valuable information through the Roo Platform concerning Practices seeking Professionals who are willing and able to provide veterinary services. User further acknowledges and agrees that the creation and operation of the Roo Platform required and requires the utilization of substantial resources by Roo.

Accordingly, User shall not, without Roo’s prior written consent, hire any Roo employee who has come into contact with User through the Roo Platform during the twelve month period prior to such hire.

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10. Payment of shift compensation or promotional fees to professionals

Subject to the terms of this User Agreement, you are entitled to Shift Compensation for each Shift that you work as a Professional. Roo, acting as a pass-through entity, transfers such payment to you from the Practice through the Roo Platform. For clarity, Roo does not retain such funds as Roo's own income. Payment will be made by direct deposit using the banking information you provide through the Roo Platform. You acknowledge that if the banking information you provide through the Roo Platform is incorrect or incomplete, or if you fail to keep it up to date, the payment of Shift Compensation may be misdirected or delayed. You also acknowledge that it often takes a few days for funds to be available after a payment is made, and you may consult your banking institution to find out more about payment timing. You acknowledge that Roo’s responsibility is limited to processing and forwarding payments of Shift Compensation as directed by Practices.

The "Shift Compensation" consists of the amount or rate agreed by you and the applicable Practice at the time you and such Practice agree to the Shift. Roo reserves the right to adjust or withhold all or a portion of a Shift Compensation or other payment owed to you (i) if it believes that you have attempted to defraud or abuse the Practice, Roo or Roo's payment systems, (ii) in order to resolve a complaint raised by a Practice (e.g., a Practice alleges that you did not perform the Veterinary Services in accordance with the requirements of this User Agreement or the terms specified for the Shift), or (iii) in the event of a No Call/No Show (as further set forth in this Section 10). Roo's decision to adjust or withhold the Shift Compensation or other payment in any way shall be exercised in a reasonable manner. Roo will use reasonable efforts to ensure that your Shift Compensation and any other payments to you will be paid to you on a regular basis as specified in the Roo Platform. You acknowledge and agree that all payments owed to you shall not include any interest and, to the extent that Roo is at any time required by law to withhold any amounts, you authorize it to do so.

Without limiting Roo’s other rights set forth in this User Agreement, Roo shall have no obligation to pay you any Shift Compensation or other related payments or amounts owed to you in the event you do not show up for a confirmed Shift without providing notice to Roo and the applicable Practice at least 72 hours before a Shift’s scheduled start time and where such absence is not otherwise excused by a doctor’s notice for a medical emergency (a “No Call/No Show”). If you have a medical emergency that is likely to affect your ability to perform, please notify Roo and the applicable Practice and Roo as soon as possible.

If you No Call/No Show or are reported by a Practice as a No Call/No Show, you will be automatically suspended from requesting new Shifts on the Roo Platform and Roo shall have no liability resulting from such suspension. You will have seven days from the date of such suspension to appeal such suspension by providing Roo’s Customer Support team at hello@roo.vet with documentation and a corresponding explanation that reasonably demonstrates a legitimate need for such No Call/No Show; provided that Roo reserves the right in its sole discretion to make its own determination based on the documentation and explanation provided. In the event you are suspended more than three total times, or more than twice in any given calendar year, Roo reserves the right to terminate your account on the Roo Platform without any resulting liability resulting from such termination.

From time to time Roo may offer User a promotional award payment for reaching certain milestones (e.g., total number of Shifts) or for the referral of new professionals to Roo that are not already users of the Roo Platform (collectively, the "Promotional Payments"). Where Roo offers Promotional Payments and User complies with the terms and conditions of such promotion, subject to the terms of this User Agreement, Roo will issue the applicable Promotional Payment to you. It is hereby agreed that any such Promotional Payment shall not be deemed a payment for services rendered from User to Roo nor an inducement by Roo to User to perform any services for or on behalf of any Practice. You hereby agree to indemnify and hold Roo harmless from any liability from a third party related to the offer, promotion or actual payment of a Promotional Payment.

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11. Payment methods

User may provide through the Roo Platform a valid credit card, debit card, prepaid charge card or other payment mechanism approved by Roo to facilitate payments owed by you to Roo under this User Agreement. User acknowledges that having a current and valid payment mechanism on file may be a precondition to its ability to utilize the Roo Platform and receive the Services.

You authorize Roo to charge any and all amounts payable by you under this User Agreement using any such payment mechanism on file with the Roo Platform, provided that if any payment amount cannot be processed with payment mechanism held by Roo, you shall make, upon Roo's request, immediate payment of such amount by ACH, wire transfer or other payment method required by Roo. Upon addition of a new payment method, Roo may seek authorization of the selected payment method to verify the payment method, ensure payment charges will be covered, and protect against unauthorized behavior. The authorization is not a charge, but it may reduce your available credit by the authorization amount until your bank's next processing cycle. Should the amount of the authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. Roo shall not be held responsible for these charges and is unable to assist you in recovering them from your issuing bank.

If expressly authorized by Roo (or this User Agreement), Roo will invoice User for certain amounts due hereunder pursuant to the following terms (collectively, the "Invoicing Terms"): (a) each such invoice is due and payable 60 days (or a different time period specified by Roo or this User Agreement) after the invoice date, (b) the outstanding balance of any payment not received from User by the due date shall accrue interest at 1.5% per month (or, if lower, the maximum rate permitted by applicable law) from the date such payment is due until the date paid, and (c) User shall also pay all costs incurred (including reasonable legal fees) in collecting overdue amounts.

Roo may also be required to respond to and comply with certain government wage garnishment requests that Roo is subject to under applicable law, as such requests may be originated from Roo's payment service provider, Stripe, Inc. (“Stripe”). In the event Roo receives any such request, Roo will notify you of the existence of such request and reserves the right to take any and all actions necessary to comply with such request, including but not limited to requiring you to comply with a payment schedule set forth further on Stripe’s platform. More information can be found at https://stripe.com/legal/connect-account/recipient.

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12. Ownership of Roo platform and content on Roo platform

Except for Your User-Generated Content (as described and defined below), as between Roo and you, the Roo Platform (including, any Software Components), the Services and all information, text, software, data, photographs, music, video, messages, tags or any other Content made available through the Roo Platform or Services, and all intellectual property rights therein (including, without limitation, database rights, copyright, design rights, trademarks and other similar rights wherever existing in the world), are and shall remain the sole property of Roo and User hereby assigns, conveys and transfers to Roo any rights you may acquire therein. The Roo Platform and the Content may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Any use of Roo's name (or any of Roo's logos or other trademarks) will be subject to Roo's express prior written (email acceptable) approval and will be solely for Roo's benefit. Except as expressly authorized by Roo, and as a condition of your access to the Roo Platform, you shall not modify, rent, lease, loan, sell, distribute or create derivative works based on the Roo Platform or any Content, in whole or in part. Further, as a condition of your access to the Roo Platform, you will not attempt to hack, crack or otherwise access any portion of the Roo Platform which is not made generally available by Roo in the ordinary course. Roo herein reserves the right to use security components that may permit digital Content to be protected (including, by way of example and not limitation, digital watermark technology), and you agree that use of Content is subject to usage guidelines established by Roo or any other providers supplying the Content. You shall not attempt to override or circumvent any such security components.

The Roo Platform may contain or make available information, text, software, data, photographs, music, video, messages, tags and other Content submitted by Practices, Professionals, or other end-users ("User-Generated Content"). User-Generated Content may include, without limitation, profile information, performance ratings or reviews, survey responses, forum postings, message board posts, and similar comments and feedback. You agree that all User-Generated Content, whether it is publicly or privately posted and/or transmitted, is the sole responsibility of the Practice, Professional, or other end-user from whom such User-Generated Content originated. Roo does not lay claim to ownership of any User-Generated Content which you may submit, provide or otherwise make available to Roo ("Your User-Generated Content"). Therefore, you hereby grant to Roo a worldwide, fully-paid, royalty-free, irrevocable, transferable and fully-sub-licensable, non-exclusive right and license to use, permit the use of, copy, reproduce, distribute, publish, modify, adapt or otherwise create derivative works from, publicly perform, publicly display and otherwise exploit and utilize in any manner all of Your User-Generated Content, in accordance with the Privacy Policy. You agree that (i) you own or have a license to Your User-Generated Content to allow you to transmit it to the Roo Platform, (ii) you are solely responsible for evaluating any and all User-Generated Content made available by way of the Roo Platform or Services, (iii) you shall only use third parties’ User-Generated Content for the specific purpose(s) for which it was made available (and in accordance with any data usage terms, policies, or guidelines), and (iv) Roo provides no assurances concerning the accuracy, integrity or quality of any User-Generated Content. It is expressly understood that by use of the Roo Platform or Services, you shall be responsible for any losses or liability to which you may be  exposed as a result of User-Generated Content including, but not limited to, any errors or omissions in any User-Generated Content, and/or any loss or damage of any kind incurred as a result of the use of any User-Generated Content posted, emailed, transmitted or otherwise made available by Roo and you hereby agree to hold Roo harmless and indemnify Roo from any claims related thereto. Roo reserves the right to remove, redact or edit User-Generated Content posted or transmitted through the Roo Platform, but no exercise of such right shall make Roo responsible in any way for the contents of User-Generated Content.

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13. Browser configuration and software components

The Roo Platform may be accessed via a mobile website, in which case you may be required to have your browser configured to accept cookies. An explanation of cookies can be found in the Privacy Policy.

Roo may, now or in the future, make available mobile applications or other downloadable software or software components (including, without limitation, applications on various social media networking platforms or other mobile software) as part of the Roo Platform to access the Services ("Software Component"), in which event you agree that such Software Component is provided to you pursuant to the terms of the end user license made available with such Software Component. If no end user license is made available with such Software Component, then Roo grants you only a personal, non-transferable and nonexclusive license to make use of the object code of the Software Component on your personal device and, as a condition of such license grant, you shall not duplicate, reproduce, alter, modify, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code (or underlying algorithms or structure), sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software Component. Furthermore, as a condition of the aforementioned license grant, you agree not to alter or change the Software Component in any manner, nature or form, and as such, not to use any modified versions of the Software Component, including and without limitation, for the purpose of obtaining unauthorized access to the Roo Platform or Services. You acknowledge and agree that the Software Component may automatically download and install upgrades, updates, or other new features. You may be able to adjust whether you receive these automatic downloads through your hardware's settings.

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14. Third party services and content

The Services may be made available or accessed in connection with third party services and content (including advertising) that Roo does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Roo does not endorse such third party services and content and in no event shall Roo be responsible or liable for any products or services of such third party providers. Without limitation to the foregoing, to the extent that you download any Software Component from the Apple Store, Google Play, the Microsoft Store or another mobile application store or distribution platform operated by a third party (the "App Platform Provider"), your downloading of the Software Component shall be subject to any terms of service established by the App Platform Provider and you further acknowledge and agree that:

• This User Agreement is between you and Roo, and not with the App Platform Provider. As between Roo and the App Platform Provider, Roo is solely responsible for the Software Component and all other aspects of the Roo Platform. Without limitation to the foregoing, the App Platform Provider has no obligation to furnish any maintenance and support services with respect to the Software Component or any other aspect of the Roo Platform.
• The App Platform Provider and its subsidiaries are third-party beneficiaries of this User Agreement as relates to your license of the Software Component, and the App Platform Provider will have the right to enforce this User Agreement as related to your license of the Software Component against you as a third-party beneficiary hereunder.

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15. Conduct on Roo platform

You agree, as a condition to the rights granted to you herein, to follow the following basic rules of conduct when using the Roo Platform and/or Services:

• You will comply with this User Agreement and all applicable laws, policies, terms, and guidelines, including any terms associated with any application programming interface (or other integration or connection system or mechanism) or data feed authorized or made available by Roo.
• You will not share your Password with anyone or transfer or sell, or attempt to transfer or sell, your user account and/or Password, and you will not use any other person's Password.
• You will not use the Roo Platform or the Services in connection with any discrimination against anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, sexual orientation or other attribute of a protected class.
• You will not harass, threaten or abuse other people when using the Roo Platform or Services in any manner, and you will not post, upload, email, or otherwise transmit to, through or in connection with the Roo Platform any Content that Roo determines to be unlawful, harmful, fraudulent, libelous, defamatory, vulgar, obscene, tortuous or illegal, or that Roo determines to be abusive, profane, harassing, hateful, and/or racially, ethnically, or otherwise objectionable.
• You will not post, upload, email, or otherwise transmit to, through or in connection with the Roo Platform any Content in violation of any third party's copyright, patent, trademark, trade secret, rights of publicity or privacy or other proprietary or intellectual property rights or otherwise use the Roo Platform in any way that infringes any third party's proprietary or intellectual property rights.
• You will not post, upload, email, or otherwise transmit to, through or in connection with the Roo Platform any Content that may contain a virus, cancelbot, Trojan horse, harmful code, or other computer code, files and/or programs which have been designed to interfere, interrupt, damage, destroy and/or limit the functionality or operation of any computer software, hardware, or telecommunication equipment or surreptitiously intercept or expropriate any system, data or personal information.
• You will not impersonate any other person or misrepresent a relationship with any person or entity, including, without limitation, impersonating a Roo representative or misrepresenting a relationship with Roo, you will not adopt a false identity or deceive or defraud any individual or entity, and you will not access or use any functionality, Content, Services, components, applications, versions, environments, instances, enhancements, or extensions for which you are not expressly then-authorized by Roo.
• You will not disrupt the normal flow of communication, or otherwise act in any manner that would negatively affect other end-users’ ability to participate in any real time interactions through the Roo Platform or Services.
• You will not manipulate the Roo Platform or the Services to hide your identity or participation in the Roo Platform or to disguise the origin of any information transmitted through the Roo Platform.
• You will not, without Roo's prior written authorization, "frame" or "mirror" any part of the Roo Platform, use meta tags or code or other devices containing any reference to Roo in order to direct any person to any other web site for any purpose, or use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Roo Platform or its Content.
• You will not knowingly use any device, software or technique to interfere with or attempt to interfere with the proper working of the Roo Platform.
• You will not modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Roo Platform or any software used on or for the Roo Platform or rent, lease, lend, sell, redistribute, license or sublicense the Roo Platform or access to any portion of the Roo Platform.
• You will not intentionally or unintentionally violate any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange.
• You will not upload, post, email, transmit, offer or otherwise send any bulk unsolicited advertising, promotional information, e-mail or other solicitation (including without limitation junk mail, "spam," chain letters or pyramid schemes of any sort) to any person through the use of the Roo Platform or Services.
• You will not cause any third party to engage in, or assist or encourage any third party engaging in, any restricted activities identified above.
• If you violate any of the rules of conduct set forth above, or any other aspect of this User Agreement, Roo reserves the right to suspend or terminate your account and your access to and use of the Roo Platform and the Services without giving you any notice. Roo further reserves the right (but shall have no obligation) to at any time remove and/or delete any Content that Roo determines in its sole discretion to be inappropriate or undesirable for the Roo Platform.

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16. Feedback

Roo may provide mechanisms for User to contribute feedback related to the Roo Platform or Services. If, and to the extent that you submit any feedback, ideas, documents, suggestions and/or proposals related to the Roo Platform or the Services ("Contributions"), you agree that: (1) Roo is granted a worldwide, fully-paid, royalty-free, irrevocable, transferable and fully-sub licensable, non-exclusive right and license to use, copy, reproduce, distribute, publish, modify, adapt or otherwise create derivative works from and otherwise exploit and utilize in any manner all such Contributions, (2) Roo is under no obligation to either compensate or provide any form of reimbursement in any manner or nature for any such Contribution nor is Roo under any obligation to ensure or maintain the confidentiality of any Contribution; and (3) Roo shall accordingly be entitled to make use of and/or disclose any such Contributions in any such manner as it may see fit. You further represent and warrant that your Contributions do not contain any type of confidential or proprietary information and are not subject to any proprietary rights of any third party.

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17. Intellectual property infringement claims procedures

If you believe that any of the Content on the Roo Platform infringes upon your copyright, or otherwise violates your intellectual property rights, you should provide to the Roo agent identified below all of the following:

• The electronic or the physical signature of the individual that is authorized on behalf of the owner of the copyright or other intellectual property interest;
• A description of the copyrighted work or other intellectual property that you believe has been infringed upon;
• A description of the Content, and its location within the Roo Platform, which you allege is infringing upon your intellectual property;
• The physical address, telephone number, and email address of the owner of the intellectual property;
• A statement, in which you state that the alleged and disputed use of your copyright or other intellectual property is not authorized by the owner of the copyright or other intellectual property, its agents or the law;
• And finally, a statement, made under penalty of perjury, that the aforementioned information in your notice is the truth and accurate, and that you are the copyright or intellectual property owner, or a representative or agent authorized to act on the copyright or intellectual property owner's behalf.

The Roo agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:

Roo Veterinary, Inc.

2 Embarcadero Center, 8th Floor
San Francisco, CA 94111
Attn: DMCA Agent
Telephone: 1-833-ROO-VETS (833-766-8387)
Email: hello@roo.vet

Notwithstanding anything to the contrary in this User Agreement, Roo will have no liability for any infringement or misappropriation action or claim of any kind to the extent that it results from: (a) modifications to the Roo Platform or Service made by a party other than Roo, if the infringement or misappropriation would not have occurred but for such modifications; (b) your failure to use updated or modified access to the Roo Platform or Services provided by Roo to avoid infringement or misappropriation; (c) Roo's compliance with any designs or specifications provided by you; (d) Beta Services (or any use thereof); (e) any events or circumstances beyond Roo's control; or (f) your use of the Roo Platform or Service other than as authorized by this User Agreement.

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18. Third parties, advertisers, and links to other resources

Any correspondence or business dealings with, or the participation in any promotions of, other Professionals, Practices,  or other third parties through the Roo Platform or Services (which business dealings may include the payment and/or delivery of goods and/or services, and any such other term, condition, warranty and/or representation associated with such dealings) are and shall be solely between you and any such third party. You agree that Roo shall not be responsible or liable for any loss or damage of any nature or manner incurred as a direct result of any such dealings with any such third party.

Roo and third parties may provide links to or compatibility with other websites and/or resources. You acknowledge and agree that Roo is not responsible for the availability of any such external sites or resources, and Roo does not endorse, nor is it responsible or liable for, any content, products, advertising or any other materials, on or available from such third party sites or resources. Furthermore, you acknowledge and agree that Roo shall not be responsible or liable, directly or indirectly, for any damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any content, goods or services made available on or through any such site or resource.

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19. Warranty disclaimers

YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE ROO PLATFORM, SERVICES AND CONTENT ARE AT YOUR SOLE RISK. THE ROO PLATFORM, SERVICES AND CONTENT ARE PROVIDED ON AN "AS IS" AND/OR "AS AVAILABLE" BASIS. ROO EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE ROO PLATFORM, SERVICES AND CONTENT, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITATION TO THE FOREGOING, ROO EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES THAT (i) THE ROO PLATFORM, SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS; (ii) THE ROO PLATFORM, SERVICES OR CONTENT SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE ROO PLATFORM, SERVICES OR CONTENT WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE OBTAINED THROUGH THE ROO PLATFORM, SERVICES OR CONTENT WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY ERRORS CONTAINED IN THE ROO PLATFORM SHALL BE CORRECTED. ANY SOFTWARE COMPONENTS OR CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF THE ROO PLATFORM SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH SOFTWARE COMPONENTS OR CONTENT. ROO IS MERELY A PASSIVE CONDUIT BETWEEN PROFESSIONALS AND PRACTICES, AND USER IS SOLELY RESPONSIBLE FOR ANY DECISION TO HIRE OR UTILIZE (OR REJECT, SUSPEND, REPRIMAND, PUNISH, OR TERMINATE) ANY PROFESSIONAL (INCLUDING ANY RELATED DILIGENCE ACTIVITIES, SUCH AS QUALIFICATION OR BACKGROUND VERIFICATION OR MONITORING).

Without limitation to the foregoing, Roo is not responsible for the conduct, whether online or offline, of any other end-user of the Roo Platform or the Services. You are solely responsible for your interactions with other end-users. By its very nature, other end-users’ information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. Moreover, because user authentication on the Internet is difficult, Roo cannot and does not confirm that each Practice, Professional, or other end-user is who they claim to be. Accordingly, you should use common sense when using the Roo Platform and Services, including looking at the photos of any other end-user with whom you are matched with to make sure it is the same individual with whom you deal in person. Please note that there are also risks of dealing with people acting under false pretense, and Roo does not accept responsibility or liability for any content, communication or other use or access of the Roo Platform by other end-users. By using the Roo Platform, you agree to accept and assume such risks and agree that Roo is not responsible for any acts or omissions of other end-users on the Roo Platform or participating in the Services. In the event that you have a dispute with one or more other end-users, you release Roo and its subsidiaries and affiliates and their respective directors, officers, shareholders, employees, printers, contractors, licensors, suppliers, vendors, partners, agents and representatives (collectively "Roo Parties") from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes to the fullest extent permitted by law.

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20. Limitation of liability

YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT THE ROO PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH THE ROO PARTIES MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR. IN ADDITION, THE AGGREGATE LIABILITY OF THE ROO PARTIES TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF $1,000 OR THE AMOUNT YOU HAVE PAID TO ROO IN THE TWELVE MONTHS BEFORE THE ACTION GIVING RISE TO LIABILITY. IN ADDITION, THE ROO PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DELAY OR FAILURE, OR ANY ASSOCIATED DAMAGES, RESULTING FROM ANY EVENTS OR CIRCUMSTANCES BEYOND ROO'S CONTROL, INCLUDING ANY ACTS OF GOD, ACTS OF GOVERNMENT, FLOODS, FIRES, EARTHQUAKES, CIVIL UNREST, WARS, ACTS OF TERROR, STRIKES, EPIDEMICS, PANDEMICS, CYBERATTACKS, OR THIRD-PARTY INTERNET SERVICE INTERRUPTIONS OR SLOWDOWNS. ROO SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY VETERINARY SERVICES (OR ANY RELATED ACTS OR OMISSIONS BY OR ON BEHALF OF ANY PROFESSIONAL).

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21. Indemnity

You shall indemnify and hold harmless the Roo Parties from and against any liability, loss, cost, claim, demand or other harm of any kind, including reasonable attorneys' fees, incurred or suffered by the Roo Parties and arising out of or in connection with (a) Your User-Generated Content; (b) your use of the Roo Platform or Services; (c) the use of the Roo Platform or Services by any person who uses the Roo Platform or Services while logged on under your user name or Password; (d) your violation of any provision in this User Agreement; (e) any claim by a Practice related to personal injury (including death) and/or property damage arising from or related to any Veterinary Services performed by you; or (f) your violation of any laws or of any rights of a third party.

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22. Relationship of the parties‍

As stated above, the Roo Platform allows a Practice to identify potential Shifts for which it is seeking Professionals to perform Veterinary Services and for one or more Professionals to offer to perform Veterinary Services for such prospective Shifts. Roo's role, in connection with transactions between Practices and Professionals, is strictly to facilitate the connection between these parties through the use of the Roo Platform and to process payments on behalf of the Practices.  You acknowledge and agree that you and Roo are in a direct business relationship, and the relationship between the parties under this User Agreement is solely that of independent contracting parties. None of the benefits, if any, that Roo provides to its employees shall be available to you. Your exclusion from benefit programs maintained by Roo is a material component of the terms of compensation negotiated by you and Roo. You agree that Roo has no involvement in decisions of a Professional or a Practice to engage in Veterinary Services through the Roo Platform, but rather, Roo's purpose hereunder is to provide the Roo Platform to Professionals and Practices as a means to connecting the parties. You and Roo expressly agree that (1) this User Agreement is not an employment agreement and does not create an employment relationship between you and Roo; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this User Agreement. You agree that neither you nor any other end-user has any authority to bind Roo, and you undertake not to hold yourself out as an employee, agent or authorized representative of Roo.

Roo does not, and shall not be deemed to, supervise, direct or control any Practice, Professional, or other end-user generally or the performance of User under this User Agreement specifically, including in connection with any provision of Veterinary Services by any Professional to a Practice or any other end-user’s acts or omissions. User retains the sole right to determine when, where, and for how long User will utilize the Roo Platform and whether to engage in Veterinary Services with other end-users. User retains the option to accept or to decline or ignore another end-user’s request for or offer of a Shift via the Roo Platform, or to cancel an accepted Shift via the Roo Platform, subject to the then-current cancellation policies on the Roo Platform. You acknowledge and agree that end-users have complete discretion in connection with the provision of Veterinary Services by Professionals, the utilization of Veterinary Services by Practices and the manner in which they otherwise engage in other business or employment activities. You expressly acknowledge and agree that the issuance of payments through the Roo Platform as compensation from a Practice to a Professional for Veterinary Services is purely for convenience and in no way is intended to implicate Roo as an employer or a recipient of the services of either a Professional or a Practice. Without limitation to the foregoing, Roo will have no power or authority to provide instructions to or direct, supervise or control any Professional with respect to the means, manner or method of performance of Veterinary Services, and each Professional will, in the exercise of his or her independent judgment, select the means, manner, sequence and method of performance thereof.

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23. Notice and communications

Roo may furnish you with notices relating to this User Agreement by any reasonable means currently known or which may be developed including, but not limited to email, regular mail, MMS or SMS, text messaging, or postings on the Roo Platform. To the extent that Roo uses any contact information you have provided through your registration of your user account or otherwise, you agree that transmittal in accordance with such contact information shall be deemed valid notice to you, and any failure by you to update such contact information shall not affect the validity of such notice given to you. You hereby expressly consent to Roo's furnishing you with the aforementioned notices and may rescind such consent in accordance with, and subject to the terms of, the Privacy Policy.

If you wish to contact Roo, you may use the following contact information.

Roo Veterinary, Inc.

2 Embarcadero Center, 8th Floor
San Francisco, CA 94111
Telephone: 1-833-ROO-VETS (833-766-8387)
Email: hello@roo.vet

In addition to notices under this User Agreement, by entering into this User Agreement or using the Roo Platform, you agree to receive communications from Roo, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Roo, its affiliated companies and/or other end-users, may include but are not limited to: operational communications concerning your User account or use of the Roo Platform or Services, updates concerning new and existing features on the Roo Platform, communications concerning promotions run by Roo or third-party partners, and news concerning Roo and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages sent under this User Agreement.

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24. General terms

This User Agreement constitutes the entire agreement between you and Roo and shall govern the use of the Roo Platform, Services and Content, superseding any prior version of this User Agreement. The headings in this User Agreement are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this User Agreement or the intent of the provisions hereof. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person may in the context require. The use of the words "include," "including" or variations thereof in this User Agreement shall be deemed to be by way of example rather than by limitation. No failure or delay in exercising or enforcing any right or provision of this User Agreement shall constitute a waiver of such right or provision. You and Roo mutually agree that the relationship between the parties shall be governed by the laws of the State of Texas without regard to its conflict of law provisions. If any provision of this User Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give maximum effect to the parties' intentions as reflected in the provision, and the other provisions of this User Agreement remain in full force and effect. Except as expressly provided in Section 14 ("Third Party Services and Content"), the parties agree that there are no third-party beneficiaries to this User Agreement. For the avoidance of doubt, each contract between Roo and each Professional that agrees to the terms of this User Agreement is a separate and independent contract and so no third party may enforce the terms of any User Agreement between Roo and a particular Professional. Roo may at any time assign Roo's rights under this User Agreement or any part hereof. You may not sell or assign any of your rights under this User Agreement or any part hereof, either voluntarily or by operation of law, without the prior written consent of Roo. Subject to the foregoing, this User Agreement shall be binding upon Roo, you and Roo's and your respective legal representatives, successors and assigns.