Unavia Clinic Services and Portal Terms

Effective date: October 13, 2026

1 Agreement and scope

These terms form a contract between Unavia Inc., operating as Unavia Veterinary Diagnostics (Unavia, we, us), and the veterinary clinic or other veterinary practice identified in the account (Clinic, you). They govern our diagnostic laboratory services and the Unavia Portal, including associated file services and communications.

A clinic administrator who accepts these terms confirms that they are authorized to accept them for the Clinic. Other users are bound by the Clinic's acceptance and must follow these terms, and the Clinic is responsible for all its authorized users. Each invited user also confirms these terms when first signing in. Our Privacy Policy (available at https://unavia.vet/privacy, as updated from time to time) explains how we handle personal information.

Our services are for licensed veterinary practices and their authorized personnel. We may accept clinics in Canada, the United States, and other locations, subject to service availability, applicable law, and our approval. Account approval does not guarantee acceptance of every test or shipment. Pet owners are not parties to this agreement.

2 Services and acceptance of cases

The Portal allows clinics to submit diagnostic cases and files, arrange sample shipping, track progress, receive reports, and manage billing. Available services and prices are described in the Portal or an agreed quotation. We may accept, decline, or request clarification of a submission, including where material is unsuitable, unsafe, incomplete, outside our services, or cannot lawfully be accepted.

We perform some tests in-house and refer others to qualified external laboratories. Referred results are identified as such, and we will identify the performing laboratory on request. We remain the Clinic's contracting laboratory for services ordered from us. Referral arrangements do not remove our responsibility for our own work or obligations under these terms. For referred tests, our responsibility is for selecting a qualified laboratory, transmitting the specimen and information with reasonable care, and reporting the result as received; the performing laboratory is responsible for its own testing, and section 10 applies.

We may select an appropriate method within the service ordered. We obtain the Clinic's authorization before adding a separately chargeable service, except where already covered by an agreed order or protocol. Turnaround times are estimates measured from receipt of the material and information needed to proceed; transport, sample quality, additional testing, and referral work may affect them.

We may change services and Portal features. We try to give reasonable advance notice of a material removal of functionality on which clinics rely and, where reasonably possible, address continuity of work already accepted.

3 Accounts and authorized users

The Clinic keeps its profile, contacts, permissions, and billing information current; authorizes users, including locums; and promptly removes access when no longer needed. Each person must use their own account and protect their credentials and devices. The Clinic is responsible for activity by its authorized users and for notifying us promptly of suspected unauthorized access at privacy@unavia.vet.

Users receive the permissions assigned to them under the account's access controls. Clinic administrators manage access where the Portal permits. Multi-factor authentication is recommended and may be required on notice. Sessions may end after inactivity, requiring users to sign in again.

The Clinic designates authorized recipients for reports, shipping notices, and billing. It is responsible for the accuracy of those details and the security of its email and downloaded records. Report delivery may use an attachment or Portal link, according to the available delivery settings.

4 Submissions and acceptable use

The Clinic confirms that it has the authority, permissions, and any required owner consent to submit specimens, records, and images for the services and permitted uses described in these terms and the Privacy Policy, including the transfer of specimens and slides under section 5 and the licence under section 9. It supplies accurate case and specimen identification, relevant clinical history, and the information needed for testing, and promptly tells us of material corrections.

The referring veterinarian retains the veterinarian–client–patient relationship and responsibility for patient management. The Clinic represents and warrants that the law that applies to it allows it to refer cases to our pathologists, and by submitting a case confirms that it does. The Clinic must not submit information it has no authority to share and should limit owner and other personal information to what the case needs.

Users must not share accounts, misrepresent their authority, upload unrelated or malicious files, attempt to access another clinic's records, interfere with the Portal, or test its security without our authorization. Bots, scripts, and other automated tools may not be used to access the Portal unless we authorize them. We may refuse or quarantine unsafe files and log activity for security and record integrity.

5 Specimens and shipping

Packaging and transport. The Clinic identifies, packages, labels, and prepares specimens in accordance with our submission instructions and applicable transport requirements, including dangerous-goods rules where relevant. Supplying packaging does not transfer responsibility for its correct use. The Clinic must disclose known hazards and must not submit human specimens or material we have not agreed to accept.

We may arrange shipping through providers and carriers using our accounts, acting as an intermediary and not as a carrier. The carrier transports the shipment; pickup and transit times are not guaranteed. We make applicable carrier conditions available on request and identify material shipping limitations when arranging the service. We are not liable for the carrier’s acts or omissions, but remain responsible for our own acts and obligations, subject to section 10.

International shipments. Before shipping across a border, the Clinic must follow the approved route and documentation instructions and obtain any export approvals for which it is responsible. Responsibility for import permits, customs arrangements, and charges is set out in our submission instructions or agreed before dispatch; absent such instructions or agreement, the Clinic is responsible for export and import permits, customs arrangements, and related charges for its shipments. Neither party's own statutory obligations are transferred by this clause. We may decline a shipment that cannot lawfully or safely be received.

Receipt and unsuitable material. We notify the Clinic of material problems identified on receipt that prevent or materially limit the requested work. We may decline testing, request replacement material, or issue a qualified or non-diagnostic report, as appropriate. If a specimen is lost or damaged in transit, no diagnostic fee is charged (section 6). Carrier liability is set by the carrier's terms, and we are not responsible for the cost of collecting a replacement specimen.

Ownership and retention. Specimens, slides, and other submitted material become Unavia's property on receipt, unless otherwise agreed in writing. We may process, consume, retain, or dispose of them under our specimen-retention instructions, and may use remaining material, without identifying the patient, owner, or clinic, for quality assurance, education, research, and test development. Digital case information and images are addressed in section 9.

6 Fees, billing, and payment

Prices. The Clinic pays the stated fees for ordered services, plus applicable taxes and disclosed shipping or other agreed charges. The currency is identified in the price or quotation and invoice. We give 30 days' notice of fee changes, which do not apply to cases already submitted. Any shipping charge is disclosed before purchase and applies to that shipment. Estimates may change if the Clinic authorizes additional or different work. The Clinic remains liable whether or not it is paid by the pet owner or an insurer.

Invoices. Unless otherwise agreed in writing, we invoice monthly in arrears for completed cases, including any additional or referred testing. Invoices are payable on issue and are collected through the Clinic's payment authorization where one is in place. The Clinic must raise an invoice dispute within 30 days, with enough detail for us to investigate; undisputed amounts remain payable. This administrative deadline does not extinguish rights that cannot lawfully be waived.

Payment methods. Stripe processes payment using the methods offered for the Clinic's account and currency. Canadian pre-authorized debit (PAD) or US ACH debit, where available, is governed by the separate mandate accepted during setup, including its debit schedule, notices or permitted waivers, cancellation, and recourse rights. These terms do not independently waive those rights. Card payments follow the authorization given during payment or setup; automatic charging requires an applicable authorization. Cancelling a payment authorization does not cancel an amount owing. Unavia does not store bank-account or card numbers. We also accept Interac e-Transfer as described on the invoice; payment by e-Transfer is made when we receive the funds.

Late payment. If there is no payment authorization or collection fails, payment is due within 15 days of the invoice date. Overdue amounts then bear simple interest at 1.5% per month, equivalent to 18% per year, or the maximum lawful rate if lower. We may recover actual bank return charges and reasonable collection costs (including legal fees on a solicitor-and-own-client basis) and suspend new submissions while amounts remain overdue. We continue to deliver reports for cases already accepted.

Cancellations and unsuitable specimens. No diagnostic fee is charged for a case cancelled before its sample is shipped. After shipment, cancellation must be coordinated with us and does not reverse work already performed or non-recoverable charges already authorized. Diagnostic fees are not refundable once the specimen is received, except as stated below or required by law. No diagnostic fee is charged for a specimen lost in transit or received unusable through no fault of the Clinic. If a specimen is unusable because of the Clinic's packaging or labelling, we may charge part of the fee. These exceptions do not mean that a properly performed examination yielding a negative, limited, or non-diagnostic result is free. Our responsibility for deficient services remains subject to applicable law and section 10.

7 Diagnostic reports and professional responsibility

We provide diagnostic services with reasonable professional care and skill using appropriately qualified personnel. Our reporting pathologists are licensed to practise veterinary medicine where they are located and are board-certified by the American College of Veterinary Pathologists or an equivalent specialty college. They may not be licensed in the Clinic's jurisdiction; our services are consultations with the referring veterinarian, who remains the attending veterinarian. A report is a professional opinion for the referring veterinarian, based on the specimen, images, and information available. We may use software tools, including artificial intelligence, to assist in preparing reports; a qualified pathologist reviews each case and is responsible for every report we issue. We do not undertake direct patient care or establish a veterinarian–client–patient relationship with the pet owner through this service.

Unavia's diagnostic interpretations are provided by a board-certified veterinary clinical pathologist. Unavia is not currently accredited by an external laboratory accreditation body. Tests we refer to other laboratories are performed by accredited laboratories.

Diagnostic sampling and interpretation have inherent limitations. Our reports use standardized confidence terms, each linked to a numerical range explained on the report, to show how confident the pathologist is in each interpretation at the time of evaluation. These confidence terms reflect professional judgment, not certainty. Material may be inadequate or unrepresentative, and a negative or non-diagnostic result does not exclude disease. Further sampling or testing may be appropriate. The referring veterinarian evaluates the report with the full clinical picture and remains responsible for diagnosis, treatment decisions (including euthanasia and other irreversible decisions), further testing, and communication with the owner, including explaining the report's confidence terms and limitations to the owner where relevant.

Images reviewed for correlation with pathology do not constitute a separate radiology consultation or formal imaging report unless that service is expressly agreed, and Unavia assumes no liability for imaging observations made incidentally. Recommendations assist the referring veterinarian's judgment. Brief discussion with the pathologist about a report is included in the diagnostic fee.

We do not alter issued reports. Corrections and subsequent material findings are recorded in an addendum, and we notify the Clinic. The Clinic must consider relevant addenda together with the original report and communicate material changes to those relying on it.

8 Use and publication of reports

Unavia retains copyright in reports it authors. The Clinic may use and share complete, unaltered reports, with relevant addenda and Unavia's identification, for patient care, clinical records, insurance, and legal or regulatory purposes, including with the pet owner and treating professionals. Necessary clinical summaries in the Clinic's own records or care communications must fairly reflect the findings and material qualifications.

Before submitting for publication or publicly presenting a case study, excerpt, image, or other material reproducing or describing Unavia's report or diagnostic interpretation, the Clinic must notify Unavia, provide the relevant proposed material, and obtain our prior written permission. The reporting pathologist must have a reasonable opportunity to review how their contribution and the case findings are represented. Permission concerns accurate representation, confidentiality, attribution, and reproduction rights; it does not signify endorsement of conclusions the pathologist has not approved.

Material must not selectively quote or omit qualifications, limitations, or addenda in a way that misrepresents the report. The Clinic should invite the reporting pathologist to contribute where their expertise is relevant and agree appropriate acknowledgement or authorship before submission. Authorship depends on actual contribution and the publication's requirements; issuing a report alone does not confer authorship, and a pathologist must not be named as an author without consent.

This section does not restrict legally required disclosures, good-faith complaints to regulators or courts, or uses that applicable law does not permit us to restrict. It does not prevent independent criticism.

9 Records, confidentiality, and permitted secondary use

Records and access. We retain case records under the Privacy Policy. Clinics must maintain their own medical records, including copies of the reports we issue and the files they upload. While an account remains open, including when inactive, the Clinic keeps read access to its cases and can download its reports, subject to restrictions needed for security or law. Files the Clinic uploads are not available for download from the Portal.

On termination, Portal access ends. Before then, the Clinic should download any reports it needs. After termination, we will respond to reasonable requests for copies of reports for up to 90 days, at our then-current administrative fee disclosed in advance. After that period, we are not obliged to export or provide copies of records, but may do so on request at our discretion; any fee will be disclosed in advance. These arrangements do not limit individuals' statutory access rights.

Confidentiality. Each party protects the other's non-public information with reasonable care and uses or discloses it only to perform this agreement, exercise rights expressly granted by it, or comply with law. This covers identifiable case content and non-public commercial information. It does not cover information independently developed, lawfully received without restriction, or publicly available without a breach. Required disclosures are limited to what is necessary, with notice where legally permitted. These duties do not prevent permitted clinical sharing or the de-identified uses below.

Security incidents. We notify the Clinic within the timeframe required by applicable privacy law, and in any event as soon as reasonably feasible, of a confirmed security incident that compromises its information and cooperate with applicable notification and response obligations. We may restrict compromised access while arranging an appropriate way to obtain needed reports.

De-identified use. The Clinic grants Unavia a non-exclusive, worldwide, royalty-free, perpetual, irrevocable licence to retain, reproduce, adapt, combine, use, and share de-identified case information, images, and findings for quality assurance, education, research, scientific publication, and the development, validation, improvement, and commercialization of diagnostic methods, tools, products, and services. This includes work with collaborators and service providers under appropriate protections. The licence survives termination and does not entitle the Clinic to compensation or ownership of resulting developments. It does not transfer ownership of the Clinic's original records or authorize unrestricted use of identifiable information. Unavia applies the de-identification safeguards and applicable-law qualifications in the Privacy Policy. Physical material is addressed in section 5.

Feedback. We may use voluntary suggestions about our services without compensation or obligation of confidentiality unless otherwise agreed.

10 Liability

Subject to the exceptions below, Unavia's total liability arising from these terms or the services, whether in contract, tort (including negligence), or otherwise, is limited to the fees paid or payable for the case or cases giving rise to the claim. For a claim not attributable to particular cases, the limit is the fees paid or payable by the Clinic for our services during the 12 months before the event giving rise to the claim. Related claims arising from the same event share the applicable limit.

Personnel and claims period. The limits and exclusions in this section also benefit Unavia's pathologists, employees, and contractors, and the Clinic will bring any claim relating to the services against Unavia only, and not against them personally, except for fraud or wilful misconduct. To the extent permitted by law, any claim by either party arising under or in connection with these terms must be commenced within one year after the claimant first knew or ought to have known of it; this shortens the otherwise applicable limitation period under the Limitations Act, 2002 (Ontario).

We are not liable for indirect, incidental, special, or consequential losses, including consequential loss of profit, business, or data. These limits do not apply to fraud, wilful misconduct, or liability that cannot lawfully be limited.

We do not guarantee uninterrupted or error-free Portal availability. Except for our express commitments and obligations that cannot lawfully be excluded, other warranties and conditions, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are excluded to the extent permitted by law. Nothing in this section removes the professional-care commitment in section 7. We are not responsible for a provider's independent acts solely because we use that provider, but remain responsible for our own acts, omissions, and non-excludable obligations, subject to the limits above.

11 Third-party claims

The Clinic indemnifies Unavia against third-party claims and reasonable resulting losses and costs to the extent caused by the Clinic's breach of its submission-authority or referral obligations in section 4, materially inaccurate clinical information or specimen identification it supplies, or prohibited use under section 4, or by the Clinic's clinical decisions, treatment, or communications with the pet owner, including any failure to convey a report's limitations or addenda. This does not cover the portion caused by Unavia's own negligence, misconduct, or breach.

Unavia will notify the Clinic promptly of a claim, provide reasonable cooperation at the Clinic's expense, and allow the Clinic to conduct the defence with competent counsel. Delay in notice reduces the obligation only to the extent it prejudices the defence. No settlement may admit fault by Unavia or impose a non-monetary obligation on it without its prior written consent. Unavia may participate through its own counsel at its own expense.

12 Availability, suspension, and termination

Maintenance, outages, and failures of external services may interrupt access. We aim to give advance notice of planned maintenance, but offer no uptime, service-credit, or turnaround guarantee. Email contact@unavia.vet for support or alternative arrangements during an outage.

We may restrict new submissions or set an account inactive for overdue payment, material misuse, security risk, or legal necessity, giving notice where practicable. Read access and delivery of accepted work continue unless security or law requires otherwise; we then arrange appropriate alternative access. We restore access when the cause is resolved. Accounts with no case submissions for 12 months may be made inactive and reactivated on request.

The Clinic may terminate on written notice. Unavia may terminate for a material breach not cured within 15 days of notice, immediately for an incurable breach or serious security or legal risk, or for convenience on 30 days' notice. Accepted cases are completed and reported unless the Clinic directs otherwise or doing so would be unsafe or unlawful; any alternative arrangements are communicated promptly. Payment and cancellation follow section 6. Records and copies follow section 9.

Accrued payment obligations and provisions concerning report use, retained records, confidentiality, de-identified use, liability, third-party claims, intellectual property, and dispute resolution survive as needed to give them effect.

13 Changes and general terms

Changes. We give clinic administrators at least 30 days' email notice of material changes reducing their rights or increasing their obligations, except for urgent legal or security changes, which are notified as soon as practicable. Changes do not retroactively alter completed services or accrued claims. Continued use after a change takes effect constitutes acceptance only to the extent permitted by law; for material changes reducing the Clinic’s rights or increasing its obligations, we obtain express acceptance (such as a click-through confirmation) where reasonably practicable and where required by law. A Clinic may end future use before the effective date, without an additional termination charge. Accepted work and amounts already owing remain subject to these terms.

Contract documents. A separately signed clinic agreement prevails over these terms to the extent of an express conflict. The applicable payment mandate governs payment authorization, cancellation, and recourse. An accepted quotation or fee schedule governs the specified service, price, and currency. These terms otherwise govern the relationship, subject to applicable law. Clinic purchase-order terms do not apply unless expressly accepted by Unavia in writing. These documents are the entire agreement between the parties about their subject matter and supersede prior representations, understandings, and agreements on that subject matter. Neither party has relied on any representation not expressly set out in these documents.

Portal rights. Unavia and its licensors own the Portal and associated intellectual property. The Clinic receives a non-exclusive, non-transferable right to use it for the services while its account is open and must not copy, modify, reverse-engineer, or resell it except as permitted by law. Rights in clinical records and reports are addressed above.

Other provisions. Neither party is liable for delay caused by circumstances beyond its reasonable control, provided it takes reasonable steps to mitigate and gives prompt notice; payment for services already supplied remains due. The Clinic may assign this agreement with Unavia's consent, not unreasonably withheld; Unavia may assign it to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of the relevant business or assets, on notice, subject to applicable privacy obligations. Failure to enforce a provision is not a waiver. An unenforceable provision is severed or limited only as permitted by law; the remainder continues.

Notices and law. Notices to Unavia go to contact@unavia.vet or its mailing address in the Privacy Policy; notices to the Clinic go to its administrator's email on file and are deemed given when sent to that address. The Clinic is responsible for keeping its contact information current. Ontario law and applicable Canadian federal law govern, and the parties submit to the exclusive jurisdiction of the Ontario courts, subject to mandatory applicable law, except that Unavia may bring a claim for unpaid amounts in the courts where the Clinic is located. Before proceedings, the parties will try to resolve a dispute through their principals for 30 days; this does not prevent urgent relief or a filing needed to preserve a limitation period. Applicable language requirements and non-waivable local rights continue to apply. Any required regional supplement forms part of the agreement.