Terms of Service

Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and CliniCycle, LLC (“CliniCycle,” “we,” “us,” or “our”) governing your access to and use of the CliniCycle website located at https://www.clinicycle.com, including all related services, tools, features, and content (collectively, the “Platform”).

By creating an account, accessing, browsing, or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must immediately cease all use of the Platform.

If you are using the Platform on behalf of a business entity, partnership, corporation, or other organization, you represent and warrant that you have authority to bind that entity to these Terms, and references to “you” include that entity.

Eligibility

To use the Platform, you must: (a) be at least 18 years of age; (b) have the legal capacity to enter into binding contracts under applicable law; (c) not be prohibited from using the Platform under the laws of the United States or any other applicable jurisdiction; and (d) not have had a previous account terminated by CliniCycle for cause.

The Platform is intended for use by licensed veterinary professionals, veterinary practices, animal hospitals, veterinary educational institutions, and related business entities operating lawfully within the United States. By registering, you represent that your intended use complies with all applicable federal, state, and local laws and professional licensing requirements governing veterinary practice and equipment.

CliniCycle reserves the right to refuse service, terminate accounts, and remove content at its sole discretion, including without limitation where it has reason to believe eligibility requirements are not met.

Nature of the Platform

CliniCycle operates as a marketplace platform only. We provide the technology and infrastructure that enables independent sellers to list used veterinary equipment and independent buyers to purchase such equipment. We are not a dealer, broker, auctioneer, manufacturer, distributor, or retailer of veterinary equipment.

CliniCycle is not a party to any transaction between buyers and sellers. The contract for sale of any item is formed solely between the buyer and seller. CliniCycle’s involvement in facilitating payment processing, payment hold services, and dispute resolution does not make CliniCycle a party to, guarantor of, or otherwise responsible for, any such contract.

CliniCycle does not inspect, certify, verify, test, maintain, service, or take possession of any equipment listed or sold on the Platform. All information about listings is provided solely by sellers, and CliniCycle makes no representation as to its accuracy, completeness, or truthfulness.

Disclaimer of Warranties

CliniCycle expressly disclaims all warranties, including but not limited to:

• Implied warranties of merchantability — We make no warranty that any equipment listed or sold through the Platform is of merchantable quality, fit for any particular purpose, or free from defects.
• Implied warranties of fitness for a particular purpose — We make no warranty that any equipment will meet your specific operational, clinical, or technical requirements.
• Warranties of title or non-infringement — We make no warranty that sellers have clear title to listed equipment or that the listing or sale of such equipment does not infringe on third-party rights.
• Warranties as to accuracy of listings — We make no warranty that descriptions, photographs, condition ratings, pricing suggestions, serial numbers, or any other listing information provided by sellers is accurate, current, or complete.
• Warranties of uninterrupted or error-free service — We do not warrant that the Platform will be available at all times, free from errors, viruses, or other harmful components, or that defects will be corrected.
• Warranties arising from course of dealing or usage of trade — No warranty arises from any prior dealings between you and CliniCycle or from any industry custom or practice.

No advice or information, whether oral or written, obtained from CliniCycle or through the Platform shall create any warranty not expressly stated in these Terms. Buyers are solely responsible for performing their own due diligence on all equipment before purchasing, including but not limited to independent inspection, verification of service history, and confirmation of regulatory compliance.

Limitation of Liability

Without limiting the foregoing, CliniCycle is not liable for:

• Equipment that is defective, misdescribed, non-functional, damaged in transit, or otherwise not as represented by a seller;
• Any harm to persons, animals, or property resulting from the use, misuse, malfunction, or failure of equipment purchased through the Platform;
• A seller’s failure to ship, deliver, or transfer title to equipment after payment;
• A buyer’s failure to complete payment or honor an accepted offer;
• Unauthorized access to or alteration of your account, listings, or transaction data;
• Delays, failures, or errors in payment processing by Stripe or any other third-party payment processor;
• Loss of funds held in a secure payment hold due to bank failure, processor insolvency, regulatory action, or force majeure events;
• Regulatory or licensing violations by buyers or sellers relating to the purchase, sale, possession, or use of veterinary equipment;
• Disputes between buyers and sellers that are not resolved through CliniCycle’s dispute resolution process, or are unresolvable through that process.

In jurisdictions that do not allow the exclusion or limitation of incidental or consequential damages, CliniCycle’s liability is limited to the maximum extent permitted by law.

In all cases, CliniCycle’s total cumulative liability to you for any claims arising out of or relating to these Terms or the Platform, regardless of the form of action, shall not exceed the greater of: (a) the total platform fees paid by you to CliniCycle in the twelve (12) months immediately preceding the claim; or (b) one hundred dollars (USD $100.00).

Transactions & Payment Holds

CliniCycle uses Stripe Connect to facilitate payment processing and secure fund holding. When a buyer submits payment for an accepted offer, funds are held securely and are not released to the seller until the buyer confirms satisfactory receipt of the equipment, or until the applicable release conditions are met under these Terms.

The payment hold service is provided as a convenience to facilitate trust between buyers and sellers. The provision of payment hold services does not constitute a guarantee, warranty, or insurance policy on any transaction. CliniCycle is not a licensed financial institution or money services business. Payment holds are processed entirely through Stripe Connect and are subject to Stripe’s Terms of Service and applicable financial regulations.

Funds will be released to the seller upon: (a) buyer confirmation of receipt; (b) expiration of the buyer confirmation period without dispute; or (c) resolution of any dispute in the seller’s favor by CliniCycle administrators. Funds will be returned to the buyer upon resolution of a dispute in the buyer’s favor.

CliniCycle reserves the right to delay, freeze, or reverse held transactions where fraud, chargebacks, regulatory holds, platform policy violations, or unresolved disputes are present. CliniCycle shall not be liable for any loss arising from such actions where taken in good faith.

All transactions on the Platform are denominated in United States dollars. Buyers and sellers are responsible for all applicable taxes, including sales tax, use tax, and income tax, arising from transactions conducted on the Platform. CliniCycle does not collect or remit taxes on behalf of buyers or sellers.

Seller Obligations

By listing equipment on the Platform, sellers represent, warrant, and agree that:

• They have full legal right, title, and authority to sell the listed equipment;
• All listing information — including descriptions, photographs, condition ratings, age, functionality, and service history — is accurate, complete, and not misleading;
• The equipment is not subject to any lien, encumbrance, lease, security interest, or third-party claim that would prevent transfer of clear title;
• The listing and sale of the equipment does not violate any applicable law, regulation, court order, or third-party right;
• They will ship or deliver the equipment within the timeframe agreed with the buyer, properly packaged to prevent damage in transit;
• They will not accept payment outside the Platform for any transaction initiated on the Platform;
• They will promptly and in good faith respond to buyer inquiries, offer negotiations, and dispute processes;
• They will comply with all requirements of Stripe Connect, including identity verification, and understand that failure to complete Stripe onboarding will prevent release of funds;
• AI-generated pricing suggestions and AI-generated descriptions provided by the Platform are starting points only and that sellers are solely responsible for the accuracy and legality of all final listing content.

Sellers acknowledge that CliniCycle may remove, pause, or unpublish listings that violate these Terms or platform policies, without prior notice and without liability.

Buyer Obligations

By submitting an offer or completing a purchase on the Platform, buyers represent, warrant, and agree that:

• They have conducted their own independent due diligence on the equipment and are not relying solely on listing descriptions or AI-generated content;
• They have the financial ability and legal authority to complete the purchase;
• They will submit payment promptly upon offer acceptance and will not initiate chargebacks or payment reversals except in accordance with these Terms;
• They will promptly inspect equipment upon delivery and will raise any disputes within the applicable dispute window;
• They understand that all sales may be final where equipment is accurately described and no defect is concealed;
• They will use equipment only in compliance with applicable veterinary licensing, regulatory, and safety requirements;
• They will not circumvent the Platform to conduct transactions initiated through the Platform outside of the Platform.

Prohibited Conduct

You agree not to use the Platform for any unlawful purpose or in any manner that could harm CliniCycle, other users, or third parties. Prohibited conduct includes, without limitation:

• Listing equipment you do not own or have no authority to sell;
• Misrepresenting equipment condition, functionality, age, provenance, service history, or any other material fact;
• Conducting transactions outside the Platform with counterparties met through the Platform, in order to circumvent fees or payment protection;
• Submitting fraudulent offers, false disputes, or bad-faith payment reversals;
• Manipulating the Platform’s search, recommendation, or AI-assisted tools;
• Scraping, crawling, or harvesting Platform data without written permission;
• Uploading malicious code, viruses, or content designed to interfere with the Platform;
• Harassing, threatening, or abusing other users through the Platform’s messaging system;
• Impersonating another person, entity, or CliniCycle itself;
• Listing or selling equipment that is stolen, subject to recall, condemned, or otherwise prohibited from resale by applicable law or regulation;
• Using the Platform in any manner that violates federal, state, or local law.

Violation of this section may result in immediate account suspension, permanent termination, withholding of funds pending investigation, reporting to law enforcement authorities, and/or civil legal action.

Intellectual Property

All Platform content, design, code, trademarks, service marks, logos, and trade dress are the exclusive property of CliniCycle, LLC or its licensors and are protected by applicable intellectual property laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, or exploit any Platform content without our express written permission.

By submitting listing content — including photographs, descriptions, and other materials — you grant CliniCycle a worldwide, royalty-free, non-exclusive, sublicensable license to use, reproduce, display, and distribute such content for the purpose of operating and promoting the Platform. This license terminates when the listing is removed, subject to reasonable caching and archival periods.

You represent and warrant that you have all rights necessary to grant the above license and that your listing content does not infringe any third-party intellectual property rights.

AI-Assisted Features

The Platform uses artificial intelligence tools, powered by third-party AI providers, to assist users with pricing suggestions, equipment description generation, and other listing features (collectively, “AI Tools”).

AI Tools provide suggestions only. They are not professional appraisals, valuations, certifications, or representations of any kind. All AI-generated content must be reviewed and confirmed by the seller before a listing is published. CliniCycle expressly disclaims all liability for any loss arising from reliance on AI-generated pricing suggestions, descriptions, or other outputs.

AI Tool outputs may be inaccurate, outdated, or inappropriate for specific equipment. Sellers are solely responsible for the accuracy and legal compliance of all published listing content, regardless of whether AI Tools were used in its preparation. Buyers are advised not to rely on AI-generated listing content as a substitute for independent inspection and due diligence.

Fees & Payments

CliniCycle charges a commission fee on completed transactions. Current fee rates are:

The commission fee is deducted from the transaction amount at the time of fund release. There are no separate processing charges assessed by CliniCycle. Standard payment processing fees assessed by Stripe are incorporated into the commission rate.

Fees are charged on the final accepted transaction amount. CliniCycle reserves the right to modify its fee structure upon thirty (30) days’ notice. Changes to fees will not apply to transactions in progress at the time of the change.

All fees are non-refundable except where a transaction is reversed due to a dispute resolved in the buyer’s favor. In such cases, the commission fee will be refunded in accordance with CliniCycle’s dispute resolution policy.

Disputes Between Users

CliniCycle provides a good-faith dispute resolution process for transactions conducted on the Platform. This process is available only for transactions completed through the Platform’s payment system.

To initiate a dispute, the buyer must submit a dispute within the applicable dispute window after delivery. CliniCycle administrators will review the dispute, consider evidence submitted by both parties, and issue a resolution at their sole discretion. Dispute resolutions by CliniCycle are final with respect to held fund release.

CliniCycle’s dispute resolution process is not a substitute for legal remedies. CliniCycle is not an arbitrator, mediator, or adjudicator of legal rights. CliniCycle’s dispute resolution decisions are limited to directing the release or return of held funds and do not constitute legal findings of fact or law, and do not preclude either party from pursuing legal remedies.

CliniCycle shall not be liable for any loss arising from a dispute resolution outcome or from CliniCycle’s determination in any dispute, provided such determination is made in good faith.

Indemnification

You agree to defend, indemnify, and hold harmless CliniCycle, LLC, its officers, directors, employees, agents, contractors, licensors, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Your use of or access to the Platform;
• Your breach of these Terms or any representation or warranty made herein;
• Any listing you create, offer you submit, or transaction you participate in on the Platform;
• Any harm to persons, animals, or property resulting from equipment you sold or purchased through the Platform;
• Your violation of any applicable law, regulation, or third-party right;
• Any dispute between you and another user of the Platform.

CliniCycle reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you. You agree to cooperate with CliniCycle’s defense of such claims and not to settle any claim without CliniCycle’s prior written consent.

Termination

CliniCycle may suspend or permanently terminate your account, at its sole discretion and without prior notice, for any reason, including but not limited to violation of these Terms, suspected fraud, chargebacks, abusive conduct toward other users, or any conduct deemed harmful to the Platform or its users.

You may terminate your account at any time by contacting CliniCycle at privacy@clinicycle.com. Termination of your account does not relieve you of obligations arising from transactions completed prior to termination, including payment obligations, shipping obligations, and indemnification obligations under these Terms.

Upon termination, CliniCycle may retain data as required by applicable law or legitimate business purposes, including fraud prevention and dispute resolution, in accordance with our Privacy Policy. Funds held at the time of termination will be handled in accordance with CliniCycle’s dispute resolution and fund release policies.

Sections 4 (Disclaimer of Warranties), 5 (Limitation of Liability), 10 (Intellectual Property), 14 (Indemnification), 16 (Governing Law & Arbitration), and 18 (Miscellaneous) shall survive termination of these Terms and of your account.

Governing Law & Arbitration

These Terms are governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of law principles.

Binding Arbitration. Except for claims for injunctive or equitable relief, or claims relating to intellectual property rights, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, rather than in court. The arbitration shall be conducted in South Carolina, or remotely where agreed.

Class Action Waiver. You waive any right to participate in a class action lawsuit or class-wide arbitration against CliniCycle. All claims must be brought in your individual capacity only.

Small Claims. Notwithstanding the above, either party may bring an individual action in small claims court for disputes that qualify under that court’s jurisdictional limits.

Opt-Out. You may opt out of this arbitration agreement by sending written notice to privacy@clinicycle.com within thirty (30) days of first accepting these Terms. Opt-out requests must include your full name, email address, and a clear statement that you are opting out of arbitration. Opting out does not affect any other provision of these Terms.

For any claims not subject to arbitration, you agree to submit to the personal jurisdiction of the state and federal courts located in South Carolina.

Changes to These Terms

CliniCycle reserves the right to modify these Terms at any time. When we make material changes, we will update the “Effective Date” at the top of this page and, where practicable, provide notice to registered users via email or in-platform notification.

Your continued use of the Platform after the effective date of any revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must discontinue use of the Platform and may request account termination.

Miscellaneous

Entire Agreement. These Terms, together with the Privacy Policy and any other agreements expressly incorporated herein, constitute the entire agreement between you and CliniCycle regarding the Platform and supersede all prior agreements, representations, and understandings.

Severability. If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and all remaining provisions will continue in full force and effect.

Waiver. CliniCycle’s failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment. You may not assign or transfer these Terms or any rights hereunder without CliniCycle’s prior written consent. CliniCycle may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

Force Majeure. CliniCycle shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, government action, natural disasters, internet outages, or third-party service failures.

No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and do not create any third-party beneficiary rights.

Electronic Communications. You consent to receive communications from CliniCycle electronically. All notices, disclosures, and agreements delivered electronically satisfy any legal requirement that such communications be in writing.

Contact Information

For questions, concerns, or notices regarding these Terms, please contact:

For dispute-related inquiries or payment hold concerns, please use the in-platform dispute resolution system or contact the email above.