Terms of Service

1. Introduction and acceptance

These Terms of Service ("Terms") are a binding agreement between Nidana, Inc. ("Nidana", "we", "us") and the veterinary practice or other entity that accepts them ("Customer", "you"). They govern access to and use of the nidana.io website (the "Website") and Nidana Loop, our AI-powered post-discharge follow-up service (together with any related software, dashboards, integrations and support, the "Service").

You accept these Terms by the earliest of: (a) paying an invoice or completing a checkout that references them; (b) signing or returning an Order Form; (c) creating an Account; or (d) using the Service. If you do not agree, do not use the Service.

The person accepting these Terms represents that they are at least 18 years old and have authority to bind the Customer. The Service is offered to businesses and professionals only, not to consumers. Our Privacy Policy at nidana.io/privacy-policy explains how we handle personal data and forms part of these Terms.

2. Definitions

Account: the login credentials and dashboard through which Customer accesses the Service.

Agreement: these Terms together with any Order Form.

Authorized Users: Customer's employees, contractors and veterinarians whom Customer permits to use the Service on its behalf.

Call Credits: the number of completed follow-up calls included in Customer's plan for a billing period, as stated in the Order Form.

Customer Data: all data Customer or its Authorized Users provide to the Service or that the Service retrieves from Customer's systems, including medical records, discharge notes, appointment data, Pet Owner names and phone numbers, and the content of calls and messages made on Customer's behalf.

De-identified Data: Customer Data from which Nidana has removed information that identifies Customer, its Authorized Users, any Pet Owner or any specific animal.

Order Form: a document issued by Nidana (by email, PDF, checkout page or payment link) that states Customer's plan, pricing, Call Credits, billing cycle and start date.

Pet Owner: a client of Customer whom the Service contacts on Customer's behalf.

Service Output: transcripts, recordings, summaries, flags and other material the Service generates from Customer Data.

3. Order Forms and precedence

Each subscription is described in an Order Form. An Order Form does not need to be signed: it becomes binding when Customer pays the first invoice, completes the referenced checkout, or begins using the Service after receiving it, whichever comes first.

These Terms are incorporated into every Order Form by reference. If an Order Form and these Terms conflict, the Order Form controls for that subscription only. No other terms, including terms on Customer's purchase orders or vendor portals, apply unless Nidana agrees to them in writing.

The Agreement is the entire agreement between the parties about the Service and replaces all prior proposals, pilots and discussions.

4. The Service and AI disclosure

Nidana Loop is an AI-powered service that helps veterinary practices follow up with their clients after a visit. Using Customer Data, including records Customer provides or that Nidana retrieves through integrations with Customer's practice-management system ("PIMS") or other systems Customer authorizes, the Service may contact Pet Owners on Customer's behalf by text message, automated calls conducted by an artificial-intelligence agent, or other channels, and may record, transcribe and summarize those interactions for Customer. The features and channels of the Service will change over time.

Customer acknowledges and agrees that: (a) the agent identifies itself as an AI assistant acting for Customer at the start of each call; (b) Pet Owners may decline, hang up, or opt out at any time; (c) calls are recorded, and the agent states this where required; (d) the Service may retry unanswered calls on a schedule; and (e) the Service may, on request, transfer a Pet Owner to Customer's phone number.

Nidana may modify, add or discontinue features. We will give reasonable notice of any change that materially reduces the Service's core functionality. Nidana may suspend the Service for maintenance and will try to give at least 3 days' notice of planned downtime by email or on the Website.

Nidana provides support by email to shivam@nidana.io during normal business hours. No service-level commitment applies unless stated in an Order Form.

5. Accounts

Customer must provide accurate and current registration and billing information and keep it updated. Customer is responsible for all activity under its Account and for keeping passwords and PIMS credentials confidential, and must notify Nidana promptly at shivam@nidana.io of any unauthorized use. Authorized Users must be bound by obligations at least as protective as these Terms, and Customer is responsible for their acts and omissions.

Nidana may send Customer operational emails about the Service, billing and these Terms. Marketing emails include an unsubscribe link and Customer may opt out at any time.

6. Customer responsibilities and Pet Owner consent

Consent warranty. Nidana contacts Pet Owners solely as Customer's agent and at Customer's direction. Customer represents and warrants that, before any Pet Owner is enrolled in the Service, Customer has obtained and will maintain all consents and authorizations required by applicable law for Nidana, on Customer's behalf, to send SMS messages to and place automated, artificial-voice, recorded telephone calls to that Pet Owner at the number Customer provides. This includes, without limitation, the U.S. Telephone Consumer Protection Act (TCPA) and its regulations, state telemarketing, autodialer and call-recording laws, Canada's Anti-Spam Legislation (CASL) and PIPEDA, and the CTIA Messaging Principles. Customer will keep records of each consent (method, date, disclosure given) for as long as required by law and will provide them to Nidana on request.

Opt-outs and do-not-contact lists. Customer will promptly tell Nidana, and will update its own records, when a Pet Owner withdraws consent, asks not to be contacted, or changes their number. Customer will not provide numbers for Pet Owners who have opted out.

Accuracy and lawfulness of Customer Data. Customer is responsible for the accuracy, completeness and lawfulness of all Customer Data, for selecting which appointment types and patients the Service contacts, and for notifying Nidana when records are wrong or an appointment should not generate a call (for example, euthanasia or a deceased patient).

PIMS integrations. Where Customer authorizes Nidana to connect to its PIMS, Customer represents that it has the right to grant that access under its PIMS vendor's terms and is responsible for any credentials it provides. Nidana is not responsible for changes to third-party systems that interrupt an integration.

Clinical responsibility. Customer and its veterinarians remain solely responsible for all clinical judgments, diagnoses, treatment decisions and follow-up actions. Service Output is information to support Customer's own review and is not veterinary advice, a diagnosis, or a substitute for professional judgment. Customer will review Service Output flagged for attention in a timely manner.

Acceptable use. Customer will use the Service only for lawful post-visit follow-up of its own patients and will not use it for marketing, debt collection, political or charitable solicitation, or to contact anyone who is not a Pet Owner of Customer.

7. SMS and voice program

This section describes the messaging program Nidana operates on behalf of participating veterinary clinics and is provided for Pet Owners and carriers.

Program description. Nidana Loop sends post-visit follow-up messages on behalf of your veterinary clinic: a confirmation request before a follow-up call, scheduling messages, and, where your clinic enables them, care instructions and related documents.

Consent. Your veterinary clinic obtains your consent to receive these messages at intake or during your visit. By replying to a message or tapping a confirmation link you also confirm that you agree to be called.

Calls. Follow-up calls are placed by an AI assistant using a synthetic voice and are recorded. The assistant identifies itself at the start of the call. You may decline the call, hang up, or ask to speak with your clinic at any time.

Message and data rates may apply.

Opt out. Reply STOP to any message to stop receiving messages from that clinic. You will receive one confirmation message. If more than one clinic you use runs Nidana Loop, reply STOP to each clinic's messages separately. You may also opt out by contacting your clinic directly or emailing shivam@nidana.io; opt-outs are processed within 24 hours.

Help. Reply HELP to any message or email shivam@nidana.io.

Carriers. Available on major U.S. and Canadian carriers. Carriers are not liable for delayed or undelivered messages.

Privacy. Mobile numbers and SMS consent are not shared with third parties for marketing. See nidana.io/privacy-policy.

8. Fees, billing and usage

Fees. Customer will pay the fees stated in the Order Form. Unless the Order Form says otherwise, fees are in U.S. dollars, billed monthly in advance, and due within 14 days of the invoice date. Customer authorizes Nidana and its payment processor to charge any payment method on file for recurring fees when due.

Call Credits. Each billing period includes the number of Call Credits stated in the Order Form. A Call Credit is consumed when a follow-up call connects with a Pet Owner and is completed, regardless of its length. Unused Call Credits expire at the end of the billing period and do not roll over. If Customer exhausts its Call Credits, Nidana may pause further calls until the next period or, if Customer agrees, bill additional credits at the overage rate in the Order Form.

Annual plans. Annual plans are billed in advance for the full term and may not be cancelled or reduced before the term ends. Customer may increase its plan at any time; the increase is billed pro rata.

Price changes. Nidana may change fees on at least 30 days' notice by email. Changes take effect at the start of Customer's next billing period after the notice period. Customer may cancel before the change takes effect; continued use after that date is acceptance of the new fees.

No refunds. All fees are non-refundable, including for the current billing period, except where required by applicable law or expressly stated in these Terms.

9. Term, cancellation and termination

Term and renewal. Each subscription begins on the start date in the Order Form and renews automatically for successive periods of the same length (monthly or annual) until cancelled.

Cancellation by Customer. Customer may cancel a monthly subscription at any time by emailing shivam@nidana.io from an email address associated with the Account. Cancellation takes effect at the end of the current billing period. Customer remains responsible for fees for the current period, and no portion is refunded. Stopping use of the Service, removing a payment method, or disputing a charge does not cancel a subscription. Annual subscriptions may be cancelled with effect from the end of the annual term by email at least 30 days before renewal.

Termination by Nidana. Nidana may suspend or terminate the Agreement immediately by email if Customer (a) breaches Section 6 (Customer responsibilities and Pet Owner consent), (b) fails to pay fees when due, (c) breaches any other provision and does not cure it within 15 days of notice, or (d) becomes insolvent. Nidana may also terminate the Agreement for convenience on 30 days' notice by email, in which case Nidana will refund any prepaid fees covering the period after termination.

Effect of termination. On termination, Customer's right to use the Service ends and all unpaid fees become due. For 30 days after termination, Customer may request an export of its Customer Data and Service Output by email. After that period Nidana may delete Customer Data, except that Nidana may retain (a) De-identified Data, (b) records required to be kept by law, including consent and opt-out records, and (c) routine backups until they are overwritten in the ordinary course.

Survival. Sections 8 (amounts owed) and 10 through 18 survive termination.

10. Customer Data and licence

Ownership. As between the parties, Customer owns Customer Data. Nidana owns the Service and all Service Output formats, models, templates and know-how, but Customer may use Service Output for its own patient care and record-keeping without restriction.

Licence to provide the Service. Customer grants Nidana a non-exclusive, worldwide, royalty-free licence to host, store, copy, process, transmit, transcribe, analyse and display Customer Data, and to contact Pet Owners, to the extent needed to provide, maintain, secure and support the Service and to comply with law.

Licence to improve the Service. Customer grants Nidana a perpetual, irrevocable, non-exclusive, worldwide, royalty-free licence to create De-identified Data from Customer Data and Service Output, and to use De-identified Data to operate, analyse, benchmark and improve the Service, to develop new products and features, and to train, evaluate and refine artificial-intelligence and machine-learning models. Nidana will not re-identify De-identified Data, will not attempt to identify any Pet Owner or Customer from it, and will not publish it in a form that identifies Customer. This licence survives termination.

Pet Owner data. Nidana processes Pet Owner personal data as Customer's service provider and processor, only on Customer's instructions as set out in the Agreement and the Privacy Policy. Nidana will not sell Pet Owner personal data or use it for its own marketing. Where applicable law requires a data processing agreement, the terms in this Section and the Privacy Policy constitute that agreement unless the parties sign a separate one.

Security. Nidana will maintain reasonable administrative, technical and physical safeguards appropriate to the data it processes, and will notify Customer without undue delay after confirming a security incident that affects Customer Data.

Subprocessors. Nidana uses third-party providers to deliver the Service, including telephony, speech and language-model, cloud hosting and payment providers, each of which is bound by obligations of confidentiality and security. The current list is available on request.

Recordings. Call recordings, transcripts and summaries are part of Customer's records. Customer is responsible for any retention period that applies to its veterinary records; Nidana retains them while the Account is active and as described in Section 9.

11. Confidentiality

Each party will keep confidential any non-public information the other party discloses in connection with the Agreement that is marked confidential or would reasonably be understood to be confidential, including pricing, Customer Data, and the non-public features and performance of the Service. The receiving party will use it only to perform the Agreement, protect it with at least reasonable care, and disclose it only to employees, advisers and subprocessors who need it and are bound by comparable obligations, or as required by law after giving notice where lawful. These obligations last for 3 years after termination, and indefinitely for Customer Data and trade secrets. Information that is public, already known, independently developed or lawfully received from a third party is not confidential.

12. Intellectual property and restrictions

The Service, the Website, and all software, models, prompts, voices, designs, documentation and content Nidana provides (excluding Customer Data) are and remain the exclusive property of Nidana and its licensors. Nidana grants Customer a limited, non-exclusive, non-transferable right to access and use the Service during the term for its internal business purposes in accordance with the Agreement. No other rights are granted.

Customer will not, and will not permit anyone to: (a) copy, modify, translate or create derivative works of the Service; (b) reverse engineer, decompile or attempt to extract source code, models or prompts; (c) resell, sublicense, rent or provide the Service to third parties, or use it to build a competing product; (d) interfere with the Service's security or operation, or access it by automated means other than through documented integrations; (e) remove proprietary notices; or (f) use the Service in violation of law or the rights of any person.

If Customer gives Nidana feedback or suggestions, Nidana may use them without restriction or obligation.

The Website may link to third-party websites or services. Nidana is not responsible for their content or practices.

13. Disclaimers

THE SERVICE, THE WEBSITE AND ALL SERVICE OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, NIDANA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND UNINTERRUPTED OR ERROR-FREE OPERATION.

WITHOUT LIMITING THE ABOVE, CUSTOMER ACKNOWLEDGES THAT: (A) THE SERVICE USES ARTIFICIAL INTELLIGENCE AND SPEECH RECOGNITION, WHICH CAN MISHEAR, MISUNDERSTAND, OMIT OR MISSTATE INFORMATION; (B) SERVICE OUTPUT MAY BE INCOMPLETE OR INACCURATE AND MUST BE REVIEWED BY CUSTOMER BEFORE ANY CLINICAL ACTION IS TAKEN OR NOT TAKEN; (C) SERVICE OUTPUT IS NOT VETERINARY ADVICE AND THE SERVICE IS NOT A MEDICAL DEVICE, A TRIAGE SERVICE OR AN EMERGENCY SERVICE; (D) NIDANA DOES NOT GUARANTEE THAT ANY PET OWNER WILL BE REACHED, THAT ANY CONCERN WILL BE DETECTED, OR THAT ANY RECHECK, REVENUE OR OTHER OUTCOME WILL RESULT; AND (E) DELIVERY OF SMS MESSAGES AND CALLS DEPENDS ON CARRIERS AND THIRD-PARTY PROVIDERS OUTSIDE NIDANA'S CONTROL.

NIDANA IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF PET OWNERS, CUSTOMER'S PERSONNEL, OR THIRD-PARTY PROVIDERS INCLUDING PIMS VENDORS, TELEPHONY CARRIERS AND AI MODEL PROVIDERS.

14. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NIDANA, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND LICENSORS WILL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS, DAMAGE, CLAIM OR EXPENSE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE, THE SERVICE OUTPUT, THE WEBSITE OR THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND EVEN IF NIDANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. THIS INCLUDES, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, RECHECKS, CLIENTS, GOODWILL OR DATA; COSTS OF SUBSTITUTE SERVICES; ANY INJURY TO, ILLNESS OF OR DEATH OF ANY ANIMAL; ANY CLAIM BY A PET OWNER; AND ANY REGULATORY FINE OR PENALTY.

IF, NOTWITHSTANDING THE FOREGOING, NIDANA IS FOUND LIABLE FOR ANY REASON, NIDANA'S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THE AGREEMENT WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THIS ALLOCATION OF RISK AND THAT NIDANA WOULD NOT PROVIDE THE SERVICE WITHOUT IT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN THOSE JURISDICTIONS THE LIMITATIONS APPLY TO THE GREATEST EXTENT PERMITTED.

15. Indemnification

Customer will defend, indemnify and hold harmless Nidana and its officers, directors, employees, contractors and licensors from and against all claims, demands, investigations, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) any actual or alleged failure to obtain or maintain the consents described in Section 6, or any claim by a Pet Owner or regulator concerning messages or calls made on Customer's behalf; (b) Customer Data, including its accuracy, lawfulness or Customer's right to provide it; (c) any clinical decision, action or omission by Customer or its personnel; (d) Customer's breach of the Agreement or applicable law; or (e) use of the Service by Customer or its Authorized Users.

Nidana will promptly notify Customer of any such claim, give Customer control of its defense and settlement (except that Customer may not admit fault on Nidana's behalf or settle on terms that impose obligations on Nidana without Nidana's written consent), and cooperate at Customer's expense.

16. Governing law and disputes

The Agreement is governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting any formal proceeding, a party will give the other written notice of the dispute and the parties will try in good faith to resolve it within 30 days.

Any dispute not resolved in that period will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator, seated in Wilmington, Delaware, conducted in English, with hearings held by video conference unless the arbitrator orders otherwise. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in the state or federal courts located in Delaware to protect its intellectual property or confidential information, and Nidana may bring an action to collect unpaid fees in any court of competent jurisdiction.

Each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding. Any claim must be brought within one year after it arises or it is permanently barred.

17. Changes to these Terms

Nidana may update these Terms from time to time. We will post the updated Terms at nidana.io/terms with a new "Last updated" date and, for material changes, email the address associated with Customer's Account at least 30 days before they take effect. Changes take effect on the stated date; Customer may cancel before then under Section 9 if it does not agree. Continued use of the Service after the effective date is acceptance of the updated Terms. Changes do not apply retroactively to disputes that arose before the effective date.

18. General

Notices. Notices to Nidana must be sent to shivam@nidana.io. Notices to Customer may be sent to the email address on its Account and are effective when sent.

Assignment. Customer may not assign or transfer the Agreement without Nidana's written consent, except to a successor of its entire business that agrees in writing to be bound. Nidana may assign the Agreement to an affiliate or to a successor in a merger, acquisition or sale of assets.

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, franchise or employment relationship, and Nidana acts as Customer's limited agent only for the purpose of contacting Pet Owners under Section 6.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including carrier or internet outages, third-party provider failures, acts of government, labor disputes, natural disasters, pandemics, war or civil unrest, except for payment obligations.

Export and sanctions. Customer will comply with applicable export control and sanctions laws and is not located in, or owned by a person in, a sanctioned jurisdiction.

Severability and waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. A party's failure to enforce a provision is not a waiver.

Entire agreement. The Agreement is the complete and exclusive agreement between the parties about its subject matter and supersedes all prior or contemporaneous proposals, pilots, LOIs and communications. It may be amended only as set out in Section 17 or by a written document signed by both parties.

Headings and interpretation. Headings are for convenience only. "Including" means "including without limitation".

19. Contact

Questions about these Terms: Nidana, Inc., shivam@nidana.io.