INSTINCT TERMS OF USE

Last Revised: September 1, 2026

These Instinct Terms of Use (these “Terms“) are a binding agreement between you and Instinct Science, LLC (“Instinct,” “we,” “us,” or “our“). They govern your access to and use of our websites, including instinct.vet, plumbs.com, standards.vet, scribblevet.com, attending.vet, and any other website we operate (each, a “Site“), and of our existing products, applications, software, content, and services, and any other product or service that we now or in the future make available to individual and small-practice users and that links to or references these Terms (each, a “Product,” and together with the Sites, the “Services“).

ONLY LICENSED VETERINARIANS, AND VETERINARY PROFESSIONALS, PHARMACISTS, AND STUDENTS CAN USE OUR SERVICES. THE SERVICES DO NOT PROVIDE VETERINARY, MEDICAL, PHARMACEUTICAL, DIAGNOSTIC, OR TREATMENT ADVICE, AND ARE NOT A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF A LICENSED VETERINARIAN OR PHARMACIST. YOU ARE SOLELY RESPONSIBLE FOR THE OUTCOMES OF YOUR DECISIONS MADE WITH RESPECT TO SUCH MATTERS, WHETHER IN CONNECTION WITH THE SERVICES OR OTHERWISE.

The Services are designed, marketed, and provided for professional and business use by licensed veterinarians, pharmacists, and the personnel they supervise, and are not consumer products or services. By using the Services, you represent that you are acting for purposes relating to your lawful trade, business, profession, or practice.

By clicking “I Agree,” creating an account, purchasing a subscription, or otherwise accessing or using any of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by all schedules, policies, and product-specific terms incorporated by reference, including our Acceptable Use Policy (Schedule 1), our Subscription and Billing Terms (Schedule 2), and, where applicable, the Mobile Application End User License Agreement (Schedule 3), the Beta and Pre-Release Product Terms (Schedule 4), and any Product-Specific Terms (Schedule 5). If you do not agree, you do not have permission to access or use the Services and are instructed to exit and cease all use of the Services immediately.

If you are accepting these Terms on behalf of a veterinary practice, pharmacy, employer, or other entity (your “Organization“), you represent and warrant that you are authorized to bind that Organization, and “you” refers to both you and your Organization. You are responsible for ensuring that everyone who accesses the Services through your account or your Organization complies with these Terms.

Table of Contents

1. Definitions 3
2. Eligibility and Account Registration 3
3. License and Reservation of Rights 4
4. Acceptable Use 4
5. Customer Data; Privacy; Recordings 4
6. Clinical-Use Disclaimer 5
7. Intellectual Property; Feedback 5
8. Artificial Intelligence Features 5
9. Beta and Pre-Release Products 6
10. Third-Party Products and Application Stores 6
11. Subscriptions, Fees, and Billing 6
12. Confidentiality 7
13. Term and Termination 7
14. Disclaimer of Warranties 7
15. Limitation of Liability 7
16. Indemnification 8
17. Dispute Resolution; Arbitration; Class-Action Waiver 8
18. Governing Law 9
19. Changes to These Terms 9
20. International Use 9
21. General 9

SCHEDULE 1: ACCEPTABLE USE POLICY 11

SCHEDULE 2: SUBSCRIPTION AND BILLING TERMS 13

SCHEDULE 3: MOBILE APPLICATION END USER LICENSE AGREEMENT 14

SCHEDULE 4: BETA AND PRE-RELEASE PRODUCT TERMS 15

SCHEDULE 5: PRODUCT-SPECIFIC TERMS16

1. Definitions

Capitalized terms have the meanings given where first used. In addition:

“Account” means the account you register to access the Services.

“AI Features” means any feature or functionality of the Services that uses artificial intelligence or similar technologies, including any genetic algorithm, neural network, machine learning, or large language model, to process data and generate content, transcriptions, summaries, recommendations, predictions, or other output.

“Authorized User” means an individual who is permitted to access the Services under Section 3, consisting of veterinarians, pharmacists, veterinary students, and clinical or administrative personnel acting under the supervision of a veterinarian or pharmacist, together with any other authorized individual for whom access has been provisioned.

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential under the circumstances of disclosure, including the Instinct IP, the non-public features and performance of the Services, and the terms of any non-public order.

“Content” means all software, data, text, documentation, drug information, monographs, references, handouts, images, designs, and other materials made available through the Services, other than Customer Data. Content includes Output except to the extent these Terms expressly provide otherwise.

“Customer Data” means the data, recordings, documents, and other materials that you or your Authorized Users submit to or generate through the Services, excluding Output, Statistics, and Instinct IP.

“Deidentified” means with respect to data, that the data has been processed such that it does not reasonably identify, and cannot be used in combination with other data reasonably available to the recipient to identify, any individual, animal patient, or veterinary practice, including data that has been aggregated and/or anonymized. 

“Deidentified Data” means Customer Data or other data or analytics generated or collected in connection with the Services that have been Deidentified, as well as all aggregated, anonymized, statistical, or derived datasets based on or derived from such Deidentified data.

“Instinct IP” means the Services, the Content, all AI Features and underlying models, and all software, technology, know-how, and intellectual property embodied in or used to provide the Services, together with all intellectual property rights in the foregoing.

“Output” means content, transcriptions, summaries, drafts, recommendations, or other material generated by AI Features in response to inputs.

“Statistics” means data and information that we derive from the operation and use of the Services in aggregated and de-identified form.

“Subscription” means a paid or no-charge plan under which access to a Product is provided.

2. Eligibility and Account Registration

2.1 Age. The Services are not directed to or intended for anyone under 18 years of age. You must be at least 18 years old to access or use the Services. By using the Services, you represent that you are at least 18. 

2.2 Professional users. The Services are designed and intended for use by, and only by, licensed veterinarians, licensed pharmacists, veterinary students, and by clinical or administrative personnel acting under the supervision of a licensed veterinarian or pharmacist. By accessing or using the Services, you represent and warrant that you are such a person, or that you are accessing the Services under the supervision of such a person, and that you and your Authorized Users hold all licenses, registrations, certifications, and qualifications required to perform the professional activities to which your use of the Services relates.

2.3 Local compliance. You are responsible for ensuring that your access to and use of the Services, including any AI Features and any Output, complies with all laws and professional, licensing, and regulatory requirements applicable to you in your jurisdiction, including those governing veterinary and pharmacy practice, the use of artificial intelligence and clinical-decision-support tools, the recording of communications, and any disclosures you must make to your clients or patients. The Services may not be available, or may be subject to additional requirements, in some jurisdictions, and we make no representation that the Services are appropriate or permitted for use in any particular location.

2.4 Account. You must provide accurate and complete information when you register and keep it current. You are responsible for safeguarding your credentials, for all activity under your Account, and for ensuring your Authorized Users comply with these Terms. Credentials are personal to each Authorized User and may not be shared. You must notify us promptly at [email protected] of any unauthorized use of your Account.

2.5 Authority. If you register on behalf of an Organization, you represent that you have authority to bind it and to provision and de-provision its Authorized Users. Accordingly, your Organization will be jointly and severally liable with you for your breach of these Terms.

3. License and Reservation of Rights

3.1 License to you. Subject to your compliance with these Terms and, for paid Products, your payment of applicable fees, Instinct grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and Content solely for your internal professional and business use during the term of your access.

3.2 Reservation. Except for the limited license in Section 3.1, Instinct and its licensors reserve all right, title, and interest in and to the Instinct IP. No rights are granted to you other than as expressly set out in these Terms. There are no implied licenses.

3.3 Updates. We may modify, update, suspend, or discontinue any Service, or any feature of a Service, in whole or in part, at any time, with or without notice.

4. License Restrictions

Your use of the Services is subject to the Acceptable Use Policy at Schedule 1, which is incorporated into these Terms. Without limiting Schedule 1, you will not, and will not permit any person to:

(a) access the Services or collect Content or other users’ information using any robot, spider, scraper, or other automated means, or engage in any screen-scraping, database-scraping, or harvesting of data;

(b) use any Content or Output in connection with the training, fine-tuning, development, evaluation, or improvement of any artificial intelligence or machine-learning model, or to create any dataset for any such purpose, or upload any Content to any third-party artificial intelligence system;

(c) use the Services, the Content, or any Output for competitive analysis, benchmarking, or to monitor the availability, performance, or functionality of the Services for any competitive purpose, or to build, train, market, or assist in creating any product, service, model, or feature that competes with or is substantially similar to any Service;

(d) reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, underlying models, model weights, algorithms, system prompts, or training data of any Service, except to the extent this restriction is prohibited by applicable law;

(e) copy, reproduce, distribute, republish, download, display, post, sell, resell, rent, lease, sublicense, or transfer the Services or Content, or create derivative works from them, except as these Terms expressly permit;

(f) use the Services in any manner that, in Instinct’s reasonable judgment, is adverse to Instinct’s business interests or intellectual property rights, or would otherwise cause material harm to either party or any third party;

(g) remove, obscure, or alter any proprietary notice appearing in or on the Services;

(h) use the Service or any output, response, or result generated by the Service to train, fine-tune, develop, or improve any machine learning model, artificial intelligence system, or similar technology;

(i) use the Services in any manner which could damage, disable, overburden, or impair the Services or interfere with any third party’s authorized use of the Services; 

(j) disable, circumvent, or otherwise avoid or undermine any security device, mechanism, protocol, or procedure implemented in the Services;

(k) probe, scan, or test the vulnerability of the Services or any systems or network infrastructure connected with the Services, including without limitation by stress testing or penetration testing; or

(l) otherwise use the Services in furtherance of any unlawful, fraudulent, deceptive, malicious, or otherwise harmful or injurious purpose.

5. Customer Data; Privacy; Recordings

5.1 Your data. As between you and Instinct, you retain all right, title, and interest in your Customer Data. You grant Instinct a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data as necessary to provide, secure, and support the Services, to develop and improve the Services and our products and models, and as otherwise described in these Terms and our Privacy Policy. You represent that you have all rights and authority necessary to provide Customer Data for these purposes.

5.2 Deidentified data. Instinct owns all Deidentified Data and all derivative works thereof, free of any claims. You agrees that Instinct may make Deidentified Customer Data available to third parties and may use Deidentified Customer Data for any and all purposes, including without limitation: (a) developing, improving, enhancing, and operating Instinct’s Products; (b) operating Instinct’s business; (c) generating analytics, benchmarks, insights, reports, and recommendations; (d) combining Deidentified Customer Data with data from other sources to create aggregated, anonymized, or statistical datasets; and (e) training, fine-tuning, validating, testing, and developing machine-learning, neural-network, large-language-model, and other artificial-intelligence systems. Deidentified Data does not constitute Customer Data and is not Confidential Information. To the extent you have any intellectual property rights in or to Deidentified Data, you hereby grant to Instinct a non-exclusive, irrevocable, perpetual, sublicensable, assignable, transferable, worldwide, royalty-free and fully paid license to reproduce, distribute, modify, prepare derivative works of, publicly display, publicly perform, and otherwise use and exploit the Deidentified Data for any and all purposes.

5.3 Privacy. Our collection and use of personal information is described in the Instinct Privacy Policy, available at instinct.vet/legal, which is incorporated by reference. You are responsible for complying with all laws applicable to the personal information you submit to the Services, including obtaining any necessary consents.

5.4 Recordings and transcriptions. Certain Services, including ScribbleVet, record and transcribe conversations. You are solely responsible for your use of these Services in compliance with all applicable laws, including communication-recording and wiretapping laws, which generally require that participants be notified of, and consent to, a recording before it begins. You will obtain all required consents before making or uploading any recording, and you are solely responsible for reviewing each transcription and any other Output to confirm its accuracy and completeness before relying on it. We recommend that you always secure consent before recording.

5.5 Statistics. We may monitor use of the Services and compile Statistics. We own all Statistics and may use them for any lawful purpose, provided that any Statistics we make public are aggregated and de-identified and do not identify you or any individual or patient.

 

6. Clinical-Use Disclaimer

THE SERVICES ARE PROFESSIONAL TOOLS PROVIDED FOR INFORMATIONAL AND DOCUMENTATION PURPOSES ONLY. The Services are intended to assist, and not to replace, the professional judgment of a licensed veterinarian or pharmacist. The Services do not provide veterinary, medical, pharmaceutical, diagnostic, or treatment advice, do not constitute or substitute for professional knowledge or judgment, and do not establish any professional-client or care relationship between Instinct and any person or patient.

The Services, including any Content and any Output, may contain errors or be incomplete, out of date, or incorrect, and are intended as a point-of-care reference, not an exhaustive source. The Services do not contain information regarding all possible conditions, diagnostic methods, treatments, drugs, or drug interactions. You must always exercise independent clinical and professional judgment, and you must independently verify any information before relying on it in connection with the care of any patient. You are solely responsible for all aspects of the veterinary, medical, diagnostic, therapeutic, pharmaceutical, and related professional services you deliver, and for all clinical and professional decisions. All use of the Services is at your own risk, and to the maximum extent permitted by applicable law, Instinct hereby expressly disclaims all liability and responsibility for the outcomes of any decisions that you make in connection with any professional matters, whether or not facilitated by the Services.

7. Intellectual Property; Feedback

7.1 Ownership. The Instinct IP is and remains the exclusive property of Instinct and its licensors and is protected by intellectual property and other laws. The Instinct name, the Instinct logo, and the names of the Products are trademarks of Instinct; you may not use them without our prior written consent. You acknowledge that any use of the Services in violation of these Terms shall, in addition to constituting a breach of these Terms, constitute an infringement and violation of Instinct’s proprietary rights in and to the Services.

7.2 Feedback. If you provide us with any feedback, suggestions, or ideas about the Services, that feedback is non-confidential, and you assign to us, or grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to, all rights necessary to use and exploit the feedback for any purpose without restriction, attribution, or compensation to you.

8. Artificial Intelligence Features

8.1 AI notice. Certain Services use AI Features. By using those Services, you acknowledge and agree that you are interacting with artificial intelligence that, autonomously or partly autonomously, processes data to generate Output. We make this notice to inform you and your Authorized Users of the AI Features and their effect on the relevant functionalities of the Services.

8.2 Marking of AI output. Where expressly required by applicable law, we will mark Output that consists of synthetic or artificially generated content in a machine-readable format so that it is detectable as artificially generated or manipulated, taking into account the generally recognized state of the art. You will not remove, alter, suppress, or circumvent any such marking, watermark, label, or provenance signal we apply.

8.3 No reliance; human oversight; third-party solutions. Output is generated by automated systems and may be inaccurate, incomplete, biased, fabricated, objectionable, or otherwise unsuitable for your purpose. Output is not professional advice. A qualified Authorized User must review, verify, and as needed correct or edit all Output before it is relied upon or used, and you must not rely on Output for any clinical, diagnostic, treatment, prescribing, or other professional decision without independent professional verification. The Services are intended to operate under meaningful human oversight, and you are responsible for maintaining that oversight. Section 6 applies in full to all Output. You agree that nothing in these Terms shall be construed as any representation or guarantee by Instinct that Outputs will be accurate or error-free, or will otherwise meet your expectations or requirements. You further acknowledge and agree that in any event, Instinct shall have no liability hereunder for the quality, performance, availability, useability, legality, or fitness of any integrated third-party AI Feature which is owned or administered separately from the Services owned by Instinct, or for any delay or failure in the performance of the Services to the extent caused by a delay or failure of such third-party AI Feature.

8.4 Your disclosure responsibilities. You are responsible for making any disclosures, and obtaining any consents, that your applicable law or professional or regulatory obligations require in connection with your use of AI Features, including any disclosure to your clients or patients that AI was used and any notice or consent required before recording or transcribing a conversation.

8.5 Not a medical device. The Services and AI Features are provided as professional reference and documentation tools and are not intended to be, and have not been cleared, approved, certified, or registered as, a medical device, an in-vitro diagnostic, or a regulated clinical-decision-support system in any jurisdiction. You will not use the Services for any purpose for which your applicable law requires a device approval, certification, or registration that the Services do not hold. You will not represent or claim to any third party that the Services are a part of any medical device, or that the Services are intended as a treatment for any disease or other medical condition.

8.6 Inputs and Output ownership. You are responsible for the inputs you submit to AI Features and for ensuring you have the rights to submit them. As between you and Instinct, and subject to Instinct’s rights in the Instinct IP, Output generated for you from your Customer Data is made available to you for your internal professional use in accordance with the terms and restrictions of Section 3.1; Instinct does not warrant that Output is unique to you, and similar or identical Output may be generated for other users. You agree to observe the restrictions and limitations on the use of Outputs under these Terms, notwithstanding the proprietary status of said Outputs; your compliance with said restrictive covenants constitutes your material obligation under these Terms.

8.7 Model improvement. You agree that Instinct may use Customer Data, inputs, and Output to operate, evaluate, secure, train, and improve the Services and Instinct’s related products and models, as described in Section 5.1 and our Privacy Policy. We will not sell Customer Data, will not disclose it to third parties for their own independent use except as described in our Privacy Policy, and will not use it to train any publicly available or third-party AI model.

8.8 Restrictions. The restrictions in Section 4 and Schedule 1 apply to all AI Features and Output, including the prohibitions on using Output to train competing or other AI models and on competitive benchmarking.

8.9 AI transparency under the EU AI Act. Where we make AI Features available to you, we will, to the extent required by Article 50 of Regulation (EU) 2024/1689 (the “EU AI Act“) and applicable law: (a) inform you that you are interacting with an AI system, as set out in Section 8.1; and (b) ensure that Output consisting of synthetic audio, image, video, or text is marked in a machine-readable format and is detectable as artificially generated or manipulated, in accordance with the applicable technical state of the art and any applicable code of practice or standard. You acknowledge that, as a professional user, you may be a “deployer” of an AI system under the EU AI Act, and you are responsible for your own deployer obligations, including informing the natural persons to whom you make AI-generated Output available, and maintaining human oversight, as set out in Sections 8.3 and 8.4. You will not remove or interfere with any marking or provenance signal we apply.

9. Beta and Pre-Release Products

From time to time we may make pre-release, alpha, beta, evaluation, experimental, or other products or features available for testing (each, a “Beta Product“). Beta Products are governed by the Beta and Pre-Release Product Terms at Schedule 4, which control over any conflicting provision of these Terms with respect to Beta Products. You must not use any Beta Product, or any feature designated as experimental or in test mode, in any live clinical environment or in connection with the actual care of a veterinary patient. Notwithstanding any provision to the contrary with respect to the use or performance of other Services, you acknowledge and agree that all use of and access to Beta Products are entirely at your own risk.

10. Third-Party Products and Application Stores

The Services may interoperate with or provide access to third-party products, services, websites, or content (“Third-Party Products“). Third-Party Products are governed by their own terms, are provided “as is,” and are used at your own risk; we are not responsible for them. If you access a Product through the Apple App Store, Google Play, or another application store, your use is also subject to the Mobile Application End User License Agreement at Schedule 3.

INSTINCT EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY MATERIALS, PROGRAMS, APPLICATIONS, TOOLS, PRODUCTS, AND SERVICES ASSOCIATED THEREWITH, SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE SERVICES. YOU AGREE THAT INSTINCT SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF ANY TRANSACTIONS OR DEALINGS BETWEEN YOU AND A THIRD PARTY, OR ANY PRODUCTS OR SERVICES PROVIDED BY A THIRD PARTY, WHETHER OR NOT FACILITATED BY OR MADE IN CONNECTION WITH THE SERVICES.

11. Subscriptions, Fees, and Billing

Paid Products are subject to the Subscription and Billing Terms at Schedule 2, including provisions on fees, automatic renewal, cancellation, and refunds. Some Services or features are offered at no charge; we may change or discontinue any no-charge Service (or institute the requirement of payment for future use of a former no-charge Service) at any time.

12. Confidentiality

Each party will use Confidential Information only to exercise its rights and perform its obligations under these Terms, will protect it using at least reasonable care, and will not disclose it except to personnel and advisors who need it and are bound by confidentiality obligations at least as protective as these. This Section does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known without obligation of confidence, or is independently developed. Additional confidentiality obligations apply to Beta Products under Schedule 4.

13. Term and Termination

13.1 Term. These Terms apply from your first access to or use of the Services and continue until terminated.

13.2 Termination. You may stop using the Services at any time. We may suspend or terminate your access to any or all of the Services, with or without notice, if you breach these Terms, if we reasonably believe your use poses a risk to the Services, other users, or any person, or as otherwise permitted in these Terms.

13.3 Effect. On termination, your license ends and you must stop using the affected Services. For paid Products, the data-export and post-termination provisions of Schedule 2 apply, and the termination of these Terms will not affect your obligation to pay for Products provided or utilized up to the date of termination. Sections 1, 4, 5.1, 6, 7, 8.5, 8.7, 8.8, 12, 13.3, and 14 through 21, and any provision that by its nature should survive, survive termination.

14. Disclaimer of Warranties

THE SERVICES, INCLUDING ALL CONTENT AND OUTPUT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, INSTINCT AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS (THE “INSTINCT PARTIES“) DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES, CONTENT, OR OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU; IN SUCH EVENT, THE DISCLAIMERS AND EXCLUSIONS OF THIS PARAGRAPH WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

15. Limitation of Liability

15.1 Exclusion of damages. TO THE FULLEST EXTENT PERMITTED BY LAW, THE INSTINCT PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, OR FOR ANY ANIMAL OR OTHER INJURY, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE.

15.2 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE INSTINCT PARTIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE AMOUNTS YOU PAID TO INSTINCT FOR THE APPLICABLE PRODUCT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (b) ONE HUNDRED U.S. DOLLARS ($100). FOR BETA PRODUCTS AND NO-CHARGE SERVICES, THE TOTAL CAP IS ONE HUNDRED U.S. DOLLARS ($100), AS PROVIDED IN SCHEDULE 4.

15.3 Basis of the bargain. The limitations in Sections 14 and 15 reflect the allocation of risk between the parties and form an essential basis of the bargain. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

15.4 Liabilities that cannot be excluded. Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited under your applicable mandatory law, including, where applicable, liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that such law prohibits a party from limiting. The disclaimers, exclusions, and caps in Sections 14 and 15 apply only to the fullest extent permitted by your applicable law, and the existence of non-excludable rights or liabilities does not affect the enforceability of the remaining limitations.

16. Indemnification

You will defend, indemnify, and hold harmless the Instinct Parties from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your or your Authorized Users’ use of the Services; (b) your Customer Data or your inputs to or use of AI Features; (c) your breach of these Terms; (d) your violation of any law or any right of a third party, including any privacy, publicity, or intellectual property right; or (e) any professional services you provide or any clinical or treatment decision you make. We may assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us.

17. Dispute Resolution

Any claim or dispute arising between the parties to these Terms shall be adjudicated exclusively in the state and/or federal courts sitting in the State of Delaware, and each party expressly submits to the exclusive jurisdiction thereof for the final resolution of the same.

18. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, except that the Federal Arbitration Act governs Section 17. The United Nations Convention on Contracts for the International Sale of Goods does not apply. This choice of law does not deprive you of the protection of any provision of the mandatory law of your country of residence that cannot be derogated from by agreement, and for users in the European Economic Area and the United Kingdom, Schedule 6 governs applicable law and prevails over this Section.

19. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms with a new “Last Revised” date and, where appropriate, by other reasonable means. Changes are effective when posted unless we state otherwise. Your continued use of the Services after the effective date constitutes your acceptance of the updated Terms. If you do not agree, you must stop using the Services.

20. International Use

The Services are operated from the United States and made available to users in many countries. We make no representation that the Services, or any Content or Output, are appropriate, lawful, or available for use in any particular location, and access is prohibited where it would be contrary to law. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with the laws and professional and regulatory requirements applicable to you, as described in Section 2.3, and you consent to the transfer and processing of your information in the United States as described in our Privacy Policy. You will comply with all applicable export-control, sanctions, and trade laws, and you represent that you are not located in, ordinarily resident in, or accessing the Services on behalf of any person in, a country or territory subject to comprehensive U.S. or other applicable sanctions, and that you are not a person with whom dealings are restricted under any applicable restricted-party or sanctions list. 

21. General

21.1 Order of precedence. If there is a conflict, the following order controls, from highest to lowest: (a) a signed written agreement between you and Instinct that expressly governs the applicable Service; (b) any applicable Product-Specific Terms (Schedule 5) or, for Beta Products, the Beta and Pre-Release Product Terms (Schedule 4); (c) the Subscription and Billing Terms (Schedule 2); (d) the Mobile Application EULA (Schedule 3); (e) the Acceptable Use Policy (Schedule 1); (f) the body of these Terms; and (g) the Instinct Privacy Policy. The API License Agreement, available at instinct.vet/legal, separately governs use of Instinct’s APIs and is not modified by these Terms.

21.2 Entire agreement. These Terms, including the incorporated schedules and policies, are the entire agreement between you and Instinct regarding the Services and supersede all prior discussions on that subject.

21.3 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms without restriction. These Terms bind permitted successors and assigns.

21.4 Severability. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions remain in effect.

21.5 No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

21.6 Force majeure. Neither party is liable for any delay or failure to perform due to causes beyond its reasonable control.

21.7 Electronic communications and notices. You consent to receive communications from us electronically, and you agree that electronic communications satisfy any legal requirement that a communication be in writing. Notices to us must be sent to [email protected].

21.8 Export and government use. You will comply with all applicable export-control and sanctions laws and represent that you are not located in, or a national of, an embargoed country or on a restricted-party list. The Services are “commercial items,” and any use by the U.S. government is subject to these Terms.

21.9 Relationship. You and Instinct are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.

21.10 Who we are; contact. The Services are provided by Instinct Science, LLC. You may contact us by email at [email protected] or by mail at 54 E. Oakland Ave., Doylestown, PA 18901.

21.11 Language. These Terms are made available in the English language, and the English-language version controls. Where we provide a translation, it is for convenience only. If your applicable mandatory local law requires that consumer terms be provided in another language, the version in that language applies to the extent required by that law.

SCHEDULE 1: ACCEPTABLE USE POLICY

This Acceptable Use Policy (this “AUP“) is incorporated into and forms part of the Instinct Terms of Use (the “Terms“). Capitalized terms have the meanings given in the Terms. A violation of this AUP is a material breach of the Terms and may result in suspension or termination under Section 13.

1. Authorized Users and credentials. The Services may be accessed only by Authorized Users, consisting of licensed veterinarians and pharmacists and clinical or administrative personnel acting under their supervision, using their own unique credentials. Credentials may not be shared. You are responsible for all activity occurring under your Account and credentials, whether or not performed or authorized by you.
2. Professional and lawful use. You will use the Services only for lawful professional purposes consistent with the Terms, including the clinical-use disclaimer in Section 6. You will comply with all laws applicable to your use, including those governing veterinary and pharmacy practice, controlled substances, privacy, and the recording of communications.
3. Prohibited conduct. You will not, and will not permit any person to:

(a) use any robot, spider, scraper, or other automated device, process, or means to access, monitor, or copy the Services or Content, or to send more requests to our servers than a human can reasonably produce using a conventional browser;

(b) engage in screen-scraping, database-scraping, data-mining, or harvesting of any information or data from the Services, including email addresses, IP addresses, or other personal information;

(c) use any Content or Output in connection with any artificial intelligence or machine-learning model, including to train, fine-tune, develop, evaluate, or improve any model or to create a dataset for any such purpose, or upload any Content to any third-party artificial intelligence system;

(d) use the Services, Content, or Output for competitive analysis, benchmarking, or to monitor availability, performance, or functionality for any competitive purpose, or to build, train, market, or assist in creating any product, service, model, or feature that competes with or is substantially similar to any Service;

(e) reverse engineer, decompile, disassemble, or attempt to derive the source code, models, model weights, algorithms, system prompts, or training data of any Service, except where this restriction is prohibited by law;

(f) copy, reproduce, download, distribute, republish, post, or redistribute the Services or Content to any third-party system, platform, or party, or create derivative works, except as expressly permitted;

(g) use the Services or Content in any manner that, in Instinct’s reasonable judgment, is adverse to Instinct’s business interests or intellectual property rights;

(h) access or attempt to access any account, system, or data without authorization, decipher transmissions to or from our servers, bypass any access or security measure, or interfere with, disrupt, or impose an unreasonable load on the Services or our infrastructure;

(i) upload or transmit any virus, worm, malware, or other harmful or malicious script, code, tool, or application; or

(j) upload, post, or transmit any content that is unlawful, infringing, defamatory, harassing, obscene, fraudulent, or that violates any third-party right, or that falsely implies Instinct’s endorsement, or which would otherwise be reasonably expected to misrepresent or mislead others with respect to your qualifications and/or your relationship with Instinct and/or any third party.

4. Pet-owner and client handouts. Where the Services make client- or pet-owner-facing handouts available, you may provide a handout to a client only in connection with a clinical interaction or prescription, on a one-per-client basis. You may not repost handouts on public or third-party platforms without our prior written permission. Handouts must be downloaded at the time of use and immediately deleted after use.
5. Usage monitoring. Use that materially exceeds the typical use of comparable customers (for example, in downloads, logins, content shares, or API-like access) may indicate a violation of this AUP and may be reviewed and acted upon at the account or organization level. In addition, Instinct reserves the right to view, monitor, and record your activity on the Services without additional notice or permission from you. Instinct’s provision of the Services is subject to existing laws and legal process, and nothing contained herein shall restrict or reduce Instinct’s ability to comply with governmental, court, and law enforcement requests or requirements involving your use of the Services (including without limitation via the disclosure of information provided to or gathered by Instinct with respect to such use).
6. Enforcement. We may investigate suspected violations and may suspend or terminate access, remove content, or take other action we consider appropriate. We may report unlawful conduct to authorities.

SCHEDULE 2: SUBSCRIPTION AND BILLING TERMS

These Subscription and Billing Terms are incorporated into and form part of the Terms and apply to paid Products. Capitalized terms have the meanings given in the Terms.

1. Subscriptions. A Subscription provides access to a Product for the term and at the fees presented at purchase or in an applicable order. Subscriptions are for the number of Authorized Users for whom access has been purchased and are for your internal professional and business use only.
2. Fees and payment. You agree to pay all fees for your Subscription. Unless stated otherwise, fees are stated and payable in U.S. dollars, are due in advance, and are non-refundable except as expressly provided or required by law. You authorize us and our payment processor to charge your payment method for all fees, including on renewal. You represent and warrant that all information that you provide or submit in connection with your payments is true, accurate, complete, and timely in all material respects. For invoiced accounts, undisputed amounts are due within the period stated on the invoice, and overdue amounts may accrue interest at 1.5% per month (or the maximum allowed by law) plus reasonable collection costs.
3. Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, and similar taxes, provided that neither party shall be responsible for any taxes, duties, or other government assessments on the other party’s net income or other internal business operations.
4. Automatic renewal; cancellation. UNLESS YOU CANCEL BEFORE THE END OF THE THEN-CURRENT TERM, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS OF THE SAME LENGTH, AND WE WILL CHARGE THE THEN-CURRENT FEES USING YOUR PAYMENT METHOD ON FILE. You may cancel auto-renewal at any time through your account settings, as otherwise described at purchase, or by emailing [email protected]. Cancellation takes effect at the end of the current term. Where required by law, we will provide advance notice of renewal and an accessible means to cancel.
5. Changes to fees. We may change fees for future terms. We will give notice of a fee change before it takes effect, and the change applies on your next renewal.
6. No refunds. Except as expressly stated or required by law, all fees are non-refundable, and no credit is given for partial periods or unused access.
7. Suspension for non-payment. We may suspend or terminate access if payment is more than thirty (30) days overdue.
8. Free and no-charge offerings. We may offer trials or no-charge access. We may modify or discontinue any trial or no-charge offering at any time, and any data associated with it may be deleted.
9. Effect of termination on data. On termination or expiration, you must cease use of the affected Product. You are responsible for exporting or retrieving your Customer Data before the effective date of termination, including any records you are required to retain under applicable law. After a reasonable period, we may delete Customer Data associated with a terminated Account, and deleted data may be unrecoverable. On our request following termination, you will stop using and, at our option, return or destroy any Content in your possession and certify that you have done so. In any event, we are not responsible for any backup, archiving, or disaster recovery operations with respect to your Customer Data.

SCHEDULE 3: MOBILE APPLICATION END USER LICENSE AGREEMENT

This End User License Agreement (this “EULA“) is incorporated into and forms part of the Terms and applies when you download, install, or use any Instinct mobile application (an “Application“) from the Apple App Store, Google Play, or another application store (each, an “Application Store“). Capitalized terms have the meanings given in the Terms.

1. License. Subject to the Terms and this EULA, Instinct grants you a limited, non-exclusive, non-transferable, revocable license to download, install, and use the Application on a device you own or control, solely to access and use your Subscription and solely for your professional and internal business use. The Application is licensed, not sold, to you.
2. Restrictions. The restrictions in Section 4 of the Terms and in Schedule 1 apply to the Application, including the prohibitions on automated access and scraping, on using Content or Output with any AI model, on competitive use and benchmarking, and on reverse engineering.
3. Updates and support. We may issue updates that may be automatically installed. Except as required by law or your Subscription, we are not obligated to provide maintenance or support, and any maintenance or support we provide is provided by Instinct, not by the Application Store.
4. Application Store terms. You acknowledge and agree that:

(a) this EULA is between you and Instinct only, and not with the Application Store, and the Application Store is not responsible for the Application or its content;

(b) the Application Store has no obligation to furnish any maintenance or support for the Application;

(c) if the Application fails to conform to any applicable warranty, you may notify the Application Store, and the Application Store may refund the purchase price (if any); to the maximum extent permitted by law, the Application Store has no other warranty obligation, and any other claims, losses, liabilities, damages, costs, or expenses attributable to a failure to conform to a warranty are Instinct’s responsibility, not the Application Store’s;

(d) the Application Store is not responsible for addressing any claim by you or a third party relating to the Application, including product-liability, regulatory, or intellectual-property claims;

(e) in the event of any third-party claim that the Application or your use of it infringes intellectual-property rights, Instinct, not the Application Store, is responsible for investigation, defense, settlement, and discharge to the extent required by the Terms;

(f) you represent that you are not located in, and are not listed on any U.S. government restricted-party list relating to, an embargoed or prohibited country or person; and

(g) Apple Inc. and its subsidiaries, and any other Application Store provider, are third-party beneficiaries of this EULA and have the right to enforce it against you.

5. Disclaimers and liability. The disclaimers in Section 14 and the limitations of liability in Section 15 of the Terms apply to the Application. To the maximum extent permitted by law, the Application Store and its affiliates are not liable to you under any theory in connection with the Application.
6. Privacy Policy. Our collection and use of personal information is described in the Instinct Privacy Policy, available at instinct.vet/legal which is incorporated by reference. You are responsible for complying with all laws applicable to the personal information you submit to the Services, including obtaining any necessary consents.

SCHEDULE 4: BETA AND PRE-RELEASE PRODUCT TERMS

These Beta and Pre-Release Product Terms apply to any pre-release, alpha, beta, evaluation, experimental, or test product or feature, including any feature designated as “experimental” or “in test mode” (each, a “Beta Product“). These terms are incorporated into the Terms and, with respect to Beta Products, control over any conflicting provision of the Terms. Capitalized terms have the meanings given in the Terms.

1. Purpose and license. A Beta Product is provided solely for your internal evaluation and to provide feedback during a limited testing period. Instinct grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Beta Product for that purpose only. A Beta Product is a standalone, pre-release offering, is not part of any other Product or Subscription, and is licensed separately. We may change, suspend, or discontinue a Beta Product, in whole or in part, at any time without notice.
2. NO CLINICAL USE. A BETA PRODUCT IS EXPERIMENTAL AND MUST NOT BE USED IN ANY ACTIVE OR LIVE CLINICAL ENVIRONMENT OR IN CONNECTION WITH THE ACTUAL CARE OF ANY VETERINARY PATIENT. You will use a Beta Product only in a test or evaluation setting. A Beta Product must not be relied upon for any clinical, diagnostic, treatment, prescribing, or other professional decision. Section 6 of the Terms applies in full, and any Output of a Beta Product is for evaluation only.
3. Restrictions. The restrictions in Section 4 of the Terms and Schedule 1 apply to Beta Products. In addition, you will not share, sell, rent, lease, sublicense, or otherwise provide access to a Beta Product or its Output to any unauthorized person.
4. Confidentiality. The existence, features, performance, and results of a Beta Product and the related testing, and all non-public information you access in connection with it, are Confidential Information. You will hold this information in strict confidence, use it solely for the testing, and disclose it only to your personnel who need it for the testing and who are bound by confidentiality obligations at least as protective as these (it being understood that you will be liable for any breach of the Terms by said personnel). Your confidentiality obligations continue for three years after the testing ends, except that obligations protecting trade secrets continue for as long as the information remains a trade secret under applicable law. If you are required to disclose Confidential Information pursuant to the operation of applicable law, you will (to the extent legally permitted) first notify Instinct in writing of such requirement and reasonably cooperate with any effort by Instinct to contest the requirement or obtain confidential treatment for the disclosure; in any event, you will disclose only that Confidential Information strictly necessary for compliance. Promptly upon the written request of Instinct at any time, you will either return to Instinct all copies of Confidential Information in your possession or control, or certify to Instinct in writing that all such copies have been permanently destroyed.
5. Test data. To operate, a Beta Product accesses and uses the data you generate through your use of it (“Test Data“). You consent to Instinct’s use of Test Data to operate, evaluate, train, and develop the Beta Product and Instinct’s related products and models. Instinct will not sell Test Data, will not disclose it to third parties for their own use, and will not use it to train any publicly available or third-party AI model. You represent that you have the rights necessary to make Test Data available for these purposes.
6. Feedback. Section 7.2 of the Terms applies to any feedback you provide about a Beta Product.
7. No warranty; limitation of liability. A BETA PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AS DESCRIBED IN SECTION 14. NOTWITHSTANDING SECTION 15.2, THE INSTINCT PARTIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY BETA PRODUCT WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100), REFLECTING THAT BETA PRODUCTS ARE PROVIDED AT NO CHARGE FOR TESTING.
8. Term and termination. Access to a Beta Product begins when you accept these terms and continues until the testing period ends or access is terminated. Either party may terminate at any time, for any reason. On termination, your license ends, you must stop using the Beta Product, and Sections 2 and 4 through 8 of this Schedule survive, together with any applicable surviving provisions of the Terms.
9. Equitable relief. You acknowledge that a breach of Section 3 or 4 of this Schedule would cause Instinct irreparable harm for which monetary damages are inadequate, and that in the event of such actual or threatened breach, Instinct may seek injunctive and other equitable relief without posting a bond or other security, in addition to any other remedy.

SCHEDULE 5: PRODUCT-SPECIFIC TERMS

These Product-Specific Terms apply to the Products identified below and are incorporated into the Terms. For a given Product, these terms control any conflicting provision in the body of the Terms. Capitalized terms have the meanings given in the Terms.

A. ScribbleVet

1. Nature of the Service. ScribbleVet uses AI Features to record and transcribe conversations and to generate notes, summaries, and other Output to assist with clinical documentation and practice operations. Section 6 (clinical-use disclaimer) and Section 8 (AI Features) of the Terms apply in full.
2. Recording consent. You are solely responsible for compliance with all laws governing the recording of communications, which generally require notifying participants of, and obtaining their consent to, a recording before it begins. You will obtain all required consents before making or uploading any recording. We recommend that you always secure consent before recording.
3. Human review. You are solely responsible for reviewing each transcription and any other Output to confirm its accuracy and completeness before relying on or using it. AI Output may be inaccurate or incomplete.
4. Recordings and transcripts as Customer Data. Recordings, transcripts, and notes you generate are Customer Data under Section 5, and the data-use and model-improvement provisions of Sections 5.1 and 8.4 apply.
5. Data retrieval. You are responsible for exporting or retrieving recordings, transcripts, and other Customer Data before the effective date of any termination, including any records you must retain under applicable law, as described in Schedule 2, Section 9.

B. Plumb’s Veterinary Drugs and Standards of Care

1. Reference use. Plumb’s and Standards provide drug, clinical, and practice reference Content for informational use by Authorized Users. Section 6 applies in full; the Content is a point-of-care reference and not an exhaustive source, and you must exercise independent professional judgment.
2. Downloadable materials. Downloadable Content, including monographs and handouts, may be used only for your internal professional use and, where applicable, provided to clients as described in Schedule 1, Section 4. You may not repost Content on public or third-party platforms, store it on hosted or third-party systems, or redistribute it, except as expressly permitted.

C. Instinct Attending

Instinct Attending is offered for testing or in a pre-release phase and is a Beta Product governed by Schedule 4, including the prohibition on use in any live clinical environment or in connection with the actual care of a patient. Once released as generally available and offered under a Subscription, Instinct Attending is governed by the Terms, the applicable Subscription and Billing Terms, and any additional Product-Specific Terms we publish. Only veterinarians and veterinary students may use Attending, and only in compliance with these Terms of Use. All other uses are prohibited.