Terms & Conditions

"Affiliate"

Any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting equity or the power to direct management.

"Aggregated Data"

Data and statistics derived from Customer Data and/or the operation of the Services that are combined with data of other customers or sources and presented in an aggregated form that does not identify Customer, any User, any pet owner, or any individual animal patient.

"AI Features"

Features of the Services that use artificial intelligence, machine learning, large language models ("LLMs"), or similar technologies, including AI-assisted reporting, structured data extraction, on-demand model training, and LLM-powered assistance.

"Applicable Data Protection Laws"

All laws and regulations applicable to a party's processing of Personal Data under the Agreement, including (as applicable) U.S. state privacy laws, Canada's PIPEDA, the Australian Privacy Act 1988 (Cth), New Zealand's Privacy Act 2020, Singapore's Personal Data Protection Act 2012, and, when NewLumen's EU/UK service launches, the EU GDPR and UK GDPR.

"Confidential Information"

Has the meaning given in Section 7.

"Custodial Archive"

The optional post-Subscription-Term data-retention offering described in Section 11.5(b), under which NewLumen retains Customer Data in a dedicated cloud storage bucket and provides Customer time-boxed read/pull access.

"Customer"

The veterinary practice, hospital, veterinary group, or other entity identified on the Order Form.

"Customer Data"

All data, content, and materials submitted to or processed through the Services by or on behalf of Customer or its Users, including Imaging Data, Report Data, scheduling and worklist data, and pet-owner/client and User information. Customer Data does not include De-Identified Data or Aggregated Data.

"De-Identified Data"

Customer Data processed using a recognized de-identification standard so that it no longer identifies, and cannot reasonably be used to identify, Customer, any User, any pet owner, or any natural person, including by stripping DICOM patient/owner identifiers and other direct and indirect identifiers.

"Documentation"

NewLumen's then-current user guides, technical documentation, and usage policies made available for the Services.

"Imaging Data"

DICOM studies, series, and images and associated metadata stored in or transmitted through the Services.

"Order Form"

A written or electronic ordering document (including a proposal, quote, statement of work, or online order) executed by or agreed to by both parties that references these Terms and specifies the Services, fees, and term.

"Personal Data"

Information relating to an identified or identifiable natural person that is regulated under Applicable Data Protection Laws. The Services are designed for animal patients; accordingly, Personal Data handled through the Services consists primarily of human data — pet-owner/client contact and billing information and Customer's staff Users — and not regulated human health data.

"Privacy Policy"

NewLumen's then-current privacy policy, as made available and updated from time to time.

"Professional Services"

Implementation, configuration, data migration, training, and other consulting or technical services provided by NewLumen as described on an Order Form or statement of work.

"Report Data"

Radiology and teleconsultation reports, findings, structured report content, and annotations created in or through the Services.

"Security Incident"

Has the meaning given in Section 2.5.

"Services"

Collectively, the Software Services, the Professional Services, and any other services NewLumen makes available under an Order Form.

"Software Services"

The cloud-native NewLumen veterinary WebPACS platform, including DICOM image storage and archival, the browser-based zero-footprint viewer, the optional on-site/desktop image-access client, integrated scheduling and Modality Worklist (MWL), teleconsultation/teleradiology workflow with structured reporting, 3D/segmentation modules, AI Features, software updates, support, and remote access, as further described in the Documentation and the applicable Order Form.

"Sub-processor"

A third party engaged by NewLumen to process Customer Data in connection with providing the Services.

"Subscription Term"

The period of Customer's subscription to the Software Services as specified on the Order Form, including renewal terms.

"Users"

Individuals authorized by Customer to access and use the Services under Customer's account, including Customer's employees, contractors, and agents.

2.1 Provision of the Services

NewLumen will make the Software Services available to Customer in accordance with the Agreement, the Documentation, and the applicable Order Form, and will provide the Professional Services described on each Order Form. NewLumen will provide software updates, support, off-site archival (with a standard seven (7)-year retention period for Imaging Data, except as otherwise stated on an Order Form), and twenty-four-hour, seven-day (24/7) remote access to the Software Services, subject to scheduled maintenance.

NewLumen uses commercially reasonable efforts to keep the Software Services available 24/7, excluding scheduled and emergency maintenance, force-majeure events, issues with Customer's equipment, connectivity, or configuration, non-NewLumen applications, and suspensions permitted under the Agreement. A formal service level agreement with uptime commitments and service credits is available to enterprise customers under a separately negotiated Master Subscription Agreement.

2.2 Protection of Customer Data

NewLumen will maintain a written information-security program with administrative, technical, organizational, and physical safeguards designed to protect the security, confidentiality, integrity, and availability of Customer Data and to protect against anticipated threats and unauthorized access, use, disclosure, alteration, or destruction. These Security Measures include at least: (a) encryption of Customer Data in transit (TLS 1.2 or higher) and at rest; (b) role-based access controls, least-privilege access, and authentication controls (including multi-factor authentication for administrative access) for NewLumen personnel; (c) per-clinic logical separation of Imaging Data using dedicated cloud storage buckets; (d) network security, logging, monitoring, alerting, and vulnerability-management practices; (e) backups and off-site archival with documented recovery practices; (f) personnel confidentiality obligations and security training; and (g) secure software-development and change-management practices.

2.3 Hosting, Infrastructure & Data Residency

The Software Services are hosted on Google Cloud Platform. NewLumen will store Customer's Imaging Data in the cloud region(s) associated with Customer's selected data-residency option, as specified on the Order Form or as configured in the Services. NewLumen will not relocate Customer Data to a different geographic region without notice to Customer where the change would conflict with a data-residency commitment on the Order Form.

2.4 Security Posture

NewLumen operates its security program consistent with recognized industry frameworks. NewLumen is working toward a SOC 2 Type II attestation, which it currently expects to complete by mid-2027, and will provide a summary of its security posture and reasonable security-questionnaire responses on request, under confidentiality.

2.5 Security Incident Notification

NewLumen will notify Customer without undue delay after NewLumen confirms a breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data in NewLumen's custody (a "Security Incident"). The notice will describe the nature of the Security Incident, the categories of data affected, and the measures taken or proposed to address it, to the extent then known. NewLumen will provide reasonable updates as further information becomes available and will reasonably cooperate with Customer's legally required notifications.

2.6 Sub-processors

NewLumen may engage Sub-processors to process Customer Data. NewLumen maintains a current list of Sub-processors and will impose data-protection and confidentiality obligations on Sub-processors no less protective than those in the Agreement, and remains responsible for its Sub-processors' performance. NewLumen's current Sub-processors include Google Cloud Platform (hosting infrastructure) and a third-party AI/LLM provider that powers certain AI Features.

2.7 Archival Period & Extended Storage

The Subscription includes off-site archival of Imaging Data for a standard period of seven (7) years, measured from the date each study is stored (unless a longer period is stated on the Order Form or required by applicable law). As Customer Data approaches or reaches the end of its seven (7)-year archival period, NewLumen will notify Customer's billing/administrative contact and offer extended storage options. If Customer does not elect an extended storage option or retrieve the affected Customer Data within ninety (90) days after such notice, NewLumen may securely delete the affected Customer Data, except: (a) De-Identified Data and Aggregated Data, which survive; (b) Customer Data subject to a legal hold or to retention required by applicable law; and (c) routine backup copies, which are deleted on standard cycles.

3.1 Subscriptions

Subject to the Agreement, NewLumen grants Customer a non-exclusive, non-transferable (except as permitted in Section 12.7), non-sublicensable right during the Subscription Term to access and use the Software Services and Documentation for Customer's internal veterinary clinical and business operations, up to any usage limits or scope set out on the Order Form. Subscriptions are for the Subscription Term and quantities stated on the Order Form.

3.2 Users

Customer is responsible for its Users' compliance with the Agreement. Customer will (a) ensure the confidentiality of account credentials; (b) promptly deactivate Users who no longer require access; and (c) be responsible for all activity occurring under its accounts, other than activity caused by NewLumen's breach of its obligations.

3.3 Customer Responsibilities

Customer will: (a) provide accurate, complete account and configuration information and maintain it; (b) obtain and maintain all consents, permissions, and rights necessary for NewLumen to host and process Customer Data as contemplated by the Agreement, including any consents required from pet owners for processing their contact or billing information, and provide any notices required to its own data subjects; (c) use the Services in compliance with the Documentation, the Agreement, and applicable law; (d) be solely responsible for the accuracy, quality, legality, and clinical interpretation of Customer Data and Report Data; and (e) maintain its own equipment, internet connectivity, and supported browsers required to access the Software Services.

3.4 Acceptable-Use Restrictions

Customer will not, and will not permit any User or third party to: (a) license, sublicense, sell, resell, rent, lease, transfer, distribute, or commercially exploit the Services except as expressly permitted; (b) reverse engineer, decompile, or disassemble the Services, or attempt to derive source code, except to the extent applicable law expressly permits despite this limitation; (c) copy, modify, or create derivative works of the Services or Documentation; (d) circumvent or disable any security or usage-metering features, or access the Services to build a competing product; (e) introduce malicious code, conduct penetration testing without NewLumen's prior written consent, or interfere with the integrity or performance of the Services; (f) use the Services in violation of applicable law or any third-party rights; or (g) use the Services to store or transmit human protected health information or other regulated human health data.

NewLumen may suspend access to the extent reasonably necessary to address a material security threat, a violation of this Section 3.4 that poses a risk to the Services or other customers, or as required by law, and will use reasonable efforts to give advance notice and to limit any suspension in scope and duration.

3.5 Third-Party and Non-NewLumen Applications & Integrations

The Services may interoperate with, or enable Customer to connect to, third-party applications, services, or systems (including practice-information-management systems, modalities, and third-party LLM providers) that are not provided by NewLumen ("Non-NewLumen Applications"). Customer's use of any Non-NewLumen Application is governed by Customer's agreement with the relevant provider, and NewLumen does not warrant or support Non-NewLumen Applications. If Customer enables a Non-NewLumen Application to access Customer Data, Customer authorizes NewLumen to allow that access and exchange of data, and NewLumen is not responsible for any act or omission of the third-party provider.

9.3 Procedure

The indemnified party will (a) promptly notify the indemnifying party of the claim (delay excuses the indemnifying party only to the extent prejudiced); (b) give the indemnifying party sole control of the defense and settlement (provided no settlement imposing non-monetary obligations or admission of liability on the indemnified party is made without its consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense. This Section states each party's sole liability and exclusive remedy for the third-party claims described.

10.1 Exclusion of Indirect Damages

EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 10.3, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

10.2 General Cap

EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 10.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

10.3 Carve-Outs (Excluded from the Exclusion and the Cap)

The exclusion in Section 10.1 and the cap in Section 10.2 do not apply to: (a) a party's breach of its confidentiality obligations (Section 7); (b) NewLumen's indemnification obligations for IP infringement (Section 9.1) and Customer's indemnification obligations (Section 9.2); (c) a party's breach of its data-protection or security obligations resulting in a Security Incident; (d) a party's gross negligence or willful misconduct; (e) liability for death or personal injury caused by a party's negligence; (f) Customer's payment obligations; and (g) any liability that cannot be limited or excluded under applicable law.

10.4 Basis of the Bargain

The parties agree that the limitations in this Section are an essential basis of the bargain and reflect an allocation of risk consistent with the fees charged.

11.1 Term

The Agreement begins on the Effective Date stated on the Order Form and continues until all Order Forms have expired or terminated. Each Order Form states its initial Subscription Term.

11.2 Auto-Renewal

Unless an Order Form states otherwise, each Subscription Term will automatically renew for successive periods equal to the then-expiring term unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.

11.3 Termination for Convenience (Customer)

Customer may terminate a Subscription Term for convenience on at least sixty (60) days' written notice, effective at the end of the notice period. Unless an Order Form states the term is non-cancelable, termination for convenience does not entitle Customer to a refund of fees already paid for the committed term, except as expressly stated on the Order Form.

11.4 Termination for Cause

Either party may terminate the Agreement or an affected Order Form if the other party (a) materially breaches the Agreement and fails to cure within thirty (30) days after written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.

11.5 Return / Portability of Customer Data

Upon termination or expiration, and for a standard retrieval window of sixty (60) days thereafter, Customer may retrieve Customer Data using the following options: (a) Standard Export — NewLumen will provide an export of Customer's Imaging Data in conformant DICOM format and Report Data in a documented, structured-report format, delivered as a secure encrypted access link. A Standard Export is a chargeable service at NewLumen's then-current flat fee plus a per-TB charge. (b) Custodial Archive (VNA) — NewLumen will retain Customer Data in a dedicated cloud storage bucket and provide Customer time-boxed read and pull access for as long as the Custodial Archive is active, billed monthly per TB stored plus egress charges.

11.6 Effect of Termination

Upon the effective date of termination, Customer's right to access the Software Services ends (subject to the Retrieval Window and any Custodial Archive). Termination does not relieve Customer of the obligation to pay amounts accrued before the effective date.

12.1 Modifications & Updates to These Terms

NewLumen may update these Terms from time to time. For material changes, NewLumen will provide at least thirty (30) days' notice (by email or in-product notice). Continued use of the Services after the effective date of a material change constitutes acceptance.

12.2 Entire Agreement & Order of Precedence

The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements and understandings. In the event of conflict: (1) the Order Form; (2) these Terms; and (3) the Documentation and policies.

12.3 Independent Contractors

The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship.

12.4 Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, and failures of third-party cloud infrastructure providers.

12.5 Subcontracting & Sub-processors

NewLumen may use subcontractors and Sub-processors to perform the Services, subject to Section 2.6, and remains responsible for their performance.

12.6 Insurance

NewLumen maintains commercially appropriate insurance, including general liability, technology errors-and-omissions / professional liability, and cyber/privacy liability, and will provide a certificate of insurance on reasonable request.

12.7 Assignment (Mutual)

Neither party may assign the Agreement without the other party's prior written consent (not to be unreasonably withheld), except that either party may assign the Agreement in its entirety, without consent, to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity.

12.8 Governing Law & Dispute Resolution

The governing law and dispute-resolution forum are determined by Customer's principal place of business as set out on the Order Form: United States — State of New York; Canada — Province of Quebec; Australia/New Zealand — State of New South Wales; Singapore/APAC — Singapore; EU/UK — England and Wales. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.9 Arbitration & Injunctive-Relief Carve-Out

Any dispute the parties cannot resolve through good-faith negotiation within thirty (30) days will be finally resolved by binding arbitration under the rules of the applicable institution for Customer's region (JAMS for US/Canada; ACICA for Australia/New Zealand; SIAC for Singapore/APAC; LCIA for EU/UK). Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information without first resorting to arbitration.

12.10 Notices

Notices must be in writing and sent to the addresses on the Order Form. For NewLumen: legal@asteris.biz and Valsoft Corporation Inc. d/b/a Asteris, 7405 Trans Canada Route #100, Saint-Laurent, QC Canada H4T 1Z2, Attn: Legal Department.

12.11 Electronic Signatures & Counterparts

The Agreement and Order Forms may be executed electronically and in counterparts, each of which is an original. Electronic signatures and records have the same legal effect as handwritten signatures and paper records to the fullest extent permitted by law.

12.12 Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed, and the remaining provisions remain in full force.

12.13 Waiver

No waiver is effective unless in writing and signed by the waiving party. Failure to enforce any provision is not a waiver of future enforcement.

12.14 No Third-Party Beneficiaries

The Agreement is for the benefit of the parties and their permitted successors and assigns, and confers no rights on any third party, except that Affiliates and indemnified parties may enforce the provisions expressly made for their benefit.

12.15 Non-Solicitation (Mutual, Narrow)

During the Subscription Term and for twelve (12) months thereafter, neither party will knowingly and directly solicit for employment any employee of the other party who was directly involved in the performance or receipt of the Services under the Agreement. This restriction does not restrict general solicitations not specifically targeted at such personnel.

12.16 Provider Identity

The contracting entity is Valsoft Corporation Inc. d/b/a Asteris (which offers the NewLumen veterinary imaging platform). NewLumen is a product line of Valsoft Corporation Inc.

12.17 Surviving Provisions

The following provisions survive expiration or termination of the Agreement: Section 1 (Definitions), Section 4 (Fees & Payment, as to amounts accrued), Section 5 (Proprietary Rights & Licenses), Section 6 (Data Protection), Section 7 (Confidentiality), Section 8 (Warranties & Disclaimers), Section 9 (Indemnification), Section 10 (Limitation of Liability), Sections 11.5 and 11.6 (Return of Customer Data and Effect of Termination), Section 12.15 (Non-Solicitation, for its stated period), and the remainder of Section 12 (General Provisions).