This Home Delivery Platform Clinic Agreement (the “Agreement”) is entered into between Vetcove Inc. (“Vetcove”), on behalf of itself and its Affiliates, and the veterinary practice that agrees to be bound by this Agreement (“Client” or “You”).

IMPORTANT: PLEASE READ CAREFULLY. By using the Vetcove Services (as defined below), you agree to be bound by the terms and conditions described herein and all terms incorporated by reference.

This Agreement contains important information regarding your legal rights, remedies and obligations, including a binding arbitration clause and class action waiver. If you do not agree to this Agreement, in part or in full, please do not access or use the Vetcove Services.

You represent to Vetcove that: (a) you have read, understand and agree to the terms and conditions of this Agreement; (b) you are an authorized representative of your veterinary practice with the requisite authority to enter into this Agreement on behalf of your business; and (c) you are at least eighteen (18) years of age. The effective date of this Agreement will be the date that you begin using the Vetcove Services (“Effective Date”).

If your veterinary clinic is part of a corporate group with an enterprise agreement governing the use of Vetcove’s Home Delivery Platform, the terms of that enterprise agreement will control and override any conflicting terms in this Agreement. Please familiarize yourself with the terms of the enterprise agreement, as those terms may be binding on you.

1. VETCOVE PRODUCTS & SERVICES

Vetcove provides: (a) veterinary clinics and their pet owner customers (“Customers”) with access to a catalog of products and supplies (“Products”) from veterinary supply vendors through a customized, white-labeled, e-Commerce website and hosted online portal (“Vetcove Storefront”), through which Customers can place orders for Products from their veterinary clinic; (b) facilitation of the purchase, distribution, and delivery of such Products to Customers’ homes (“Home Delivery Services”), using Vetcove’s Affiliates, pharmacy partners (“Pharmacy Partners”) and other third parties; and (c) other similar services to its veterinary clinic clients (collectively, with the Home Delivery Services and Vetcove Storefront, the “Vetcove Services”).

As part of the Vetcove Services, Vetcove also provides and facilitates customer support services to veterinary practices and Customers (in conjunction with its Pharmacy Partners). Such customer support services include phone, live chat, and email support generally available during Vetcove’s regular U.S. business hours.

 A. VETCOVE STOREFRONT

As part of the Vetcove Services, and subject to the terms of this Agreement, Vetcove hereby grants Client and its Authorized Users (defined below) a limited, non-transferable, non-exclusive, revocable right to access and use the Vetcove Storefront solely in connection with the Vetcove Services and solely during the Term of this Agreement.

As used herein, “Authorized Users” means Client’s employees or contractors that Client permits to access and use the Vetcove Storefront, pursuant to Client’s access and usage rights under the terms of this Agreement. Client shall (a) limit access to, and use of, the Vetcove Storefront to its Authorized Users; (b) remain responsible for any and all acts or omissions of any of its Authorized Users; (c) promptly notify Vetcove of any known actual or suspected unauthorized access to or use of the Vetcove Storefront; (d) safeguard and remain responsible for the security of all usernames, credentials, passwords, and other account information required for the Authorized Users to access the Vetcove Storefront; and (e) ensure all account information submitted to access and use the Vetcove Services is truthful, accurate, and kept current during the Term. Client shall notify Authorized Users, and ensure that Authorized Users understand and agree, that their use of the Services is subject to the terms and conditions set out in this Agreement.

ACCOUNT INFORMATION

In order to access and use the Vetcove Storefront, Client and its Authorized Users may be required to create an account (each, an “Account”), and in so doing, agree to provide accurate and complete information (“Account Information”) and to keep Account Information current, accurate and complete. Client agrees not to, and shall ensure that its Authorized Users do not, create an Account for any third party or use the Account of another without their permission. Client is solely responsible for the activity that occurs in its Account and in the Accounts of its Authorized Users. Client must notify Vetcove immediately of any breach of security or unauthorized use of its Account. If Client or its Authorized Users provide information that is untrue, inaccurate, not current or incomplete, or Vetcove has plausible suspicions that such information is inaccurate, incomplete or untrue, Vetcove reserves the right to suspend or terminate Client’s Account or those of its Authorized Users and to refuse any further use of the Vetcove Services.

USE RESTRICTIONS

Client shall not, nor attempt to, nor authorize or assist others to, and will ensure that its Authorized Users do not: (a) directly or indirectly, reverse engineer, decompile, disassemble, derive source code, sell, lease, license, or sublicense, write or develop any derivative software, of or relating to the Vetcove Storefront or Vetcove Services; (b) use the Vetcove Storefront or Vetcove Services to send any form of duplicative and unsolicited messages, other than messages as contemplated by this Agreement; (c) transmit through the Vetcove Services or post on the Vetcove Storefront any unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar or obscene material or material harmful to minors; (d) transmit materials containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs using the Vetcove Storefront or Vetcove Services; (e) attempt to gain unauthorized access to the Vetcove Storefront or Vetcove Services, computer systems, or networks related to the Vetcove Storefront or Vetcove Services, or disrupt servers or networks connected to the Vetcove Storefront; (f) use or launch any automated system (including without limitation, robots, spiders or otherwise) to access the Vetcove Storefront; (g) use the Vetcove Storefront or Vetcove Services in violation of any applicable laws, statutes, regulations or other rules (including, by way of example only, regulations governing the practice of veterinary medicine, pharmacy, and telecommunications); (h) remove, obscure, or in any manner alter any copyright, trademark, or proprietary rights notices in the Vetcove Storefront; (i) post, send, or transmit, to or through the Vetcove Storefront or Vetcove Services any materials that infringe any third party intellectual property rights, that may be reasonably anticipated to harm the goodwill or name of any vendor, manufacturer, distributor or wholesaler whose products are available on the Vetcove Storefront, or that do not pertain to the subject matter of this Agreement; or (j) use the Vetcove Services to engage in any false or deceptive trade practices, or unfair competition.

AUDIT & SUSPENSION

During the Term of this Agreement, Vetcove shall have the right, but not the obligation, to monitor and audit Client’s and its Authorized User’s usage logs in the Vetcove Storefront and related Vetcove Services, as necessary to verify Client’s compliance with the terms of the Agreement. Client agrees to provide reasonable cooperation in such audits where reasonably requested by Vetcove. Vetcove hereby reserves the right to temporarily suspend Client’s and/or any Authorized User’s access to any portion or all of the Vetcove Storefront and Vetcove Services if Vetcove reasonably determines, in its sole discretion, that: (a) there is a threat or attack on any of Vetcove’s intellectual property; (b) Client’s or any Authorized User’s use of the Vetcove Storefront or Vetcove Services disrupts or poses a security risk to Vetcove’s intellectual property or to any other customer or vendor of Vetcove; (c) Client or any Authorized User is using the Vetcove Services in violation of this Agreement or applicable law (including, but not limited to, pharmacy and veterinary practice laws and regulations); (d) Vetcove’s provision of the Vetcove Services to Client or any Authorized User as contemplated under this Agreement becomes or is anticipated to become prohibited by applicable law; or (e) Client is delinquent in its payment obligations. Vetcove will use commercially reasonable efforts to resume providing access to the Vetcove Services as soon as reasonably possible after the event giving rise to the suspension is cured. Vetcove will have no liability for any damage, liabilities, losses (including any lost profits or lost opportunity), or any other consequences that Client or any Authorized User may incur as a result of a suspension under this section.

END USER & VETERINARY COMMUNICATIONS

Vetcove permits Client and Authorized Users to submit or post content to or through the Vetcove Storefront and to send communications to Client’s Customers. Vetcove and its representatives, employees and agents do not review, moderate, screen or otherwise oversee submitted or conveyed content and therefore shall not be held responsible for any asserted harm as a result of such content. Client represents and warrants that it will, and will ensure that Authorized Users, abide by all applicable laws (including telecommunications laws) and industry best practices regarding such communications. In addition, in providing the Vetcove Services to Client, Vetcove may need to communicate with Customers in various forms, such as marketing materials, prescription notices, reminders, appointments, promotional opportunities and other relevant communications. Client grants Vetcove permission to communicate with Client’s Customers, including through Client’s online storefront. Client acknowledges and affirms its responsibility to secure appropriate, clear, and legally compliant consents from its Customers for Vetcove to transmit such communications. Client agrees to maintain a record of these consents and to provide them to Vetcove upon request.

B. HOME DELIVERY SERVICES

For orders placed by Customers from Client through the Vetcove Storefront, Vetcove will facilitate the Home Delivery Services on behalf of Client.

• RX & OTC Items: Vetcove will transmit orders and prescription information provided by Client to Pharmacy Partners for packing, shipping, and dispensing to Customers. Vetcove will exercise commercially reasonable efforts to source and to facilitate Pharmacy Partners in sourcing adequate supplies of veterinary medications to meet reasonable expectations of demand. Any medications approved for human use will be sourced solely by, and fulfilled by, Pharmacy Partners directly.

• Diet Products: For diet Products, Vetcove will transmit orders and necessary authorizations to the relevant manufacturer, vendor, or authorized distributor, who will ship directly or via a third-party logistics provider to Customers on behalf of Client.

• Compounds: Vetcove integrates with third-party compounding pharmacies to allow Customers to order compounded medications directly from the compounding pharmacy through the Vetcove Storefront. Client may elect to include such integrations on Client’s online storefront, and may select which compounding pharmacy to make available via the storefront to Client’s Customers. Orders for compounded medications will be fulfilled and shipped directly by the compounding pharmacy.

For information and updates regarding current Pharmacy Partners and vendors, please visit the Vetcove Storefront or our FAQs (subject to change from time to time).  Client authorizes Vetcove to route each applicable order to any Pharmacy Partner selected by Vetcove for fulfillment.

Client agrees to submit accurate and complete prescription orders in compliance with applicable law and to promptly notify Vetcove of any changes or cancellations. Vetcove and/or its Pharmacy Partners reserve the right to reject any orders that appear to be in violation of applicable laws, regulations, or standards of practice.

Client shall be responsible for determining which Products to make available to Customers via the online storefront, and pricing for such Products (which pricing may be subject to pricing restrictions on a per-Product basis).

BUSINESS MODEL

The sale of any prescription, OTC, or diet Product is between the Customer and Client. Compounded medication sales are between the Customer and the compounding pharmacy. Vetcove facilitates these transactions on behalf of Client and Customers. There are no referral payments, remuneration, fee-splitting, kickbacks or other inducements for home delivery orders.

Orders for Product are generally processed as follows: (a) a Customer requests Product from Client through the Vetcove Storefront; (b) Vetcove transmits the request to a licensed veterinarian of Client, who reviews the request for verification of a valid veterinarian-client-patient-relationship (“VCPR”) and for a therapeutic assessment; (c) if authorized by that veterinarian, Client purchases the Product and takes title (but not physical possession) of the Product for home delivery; (d) as a home delivery order, Client automatically consigns the Product to the applicable Pharmacy Partner for dispensing and fulfillment; and (e) the Pharmacy Partner dispenses and fulfills the home delivery order for Customer on behalf of Client. Vetcove facilitates the transaction (i.e., collecting and allocating proceeds from the sale) and the Home Delivery Services on behalf of Client and Customer. All transactions are made solely for bona fide services rendered and do not involve any form of illicit remuneration, inducements or referral payments.

ACKNOWLEDGMENT

The parties agree to respect each and every Customer’s right to select the pharmacy of their choice. Client acknowledges and agrees that: (a) it is Client’s voluntary choice to have the Products shipped to, and housed with, the Pharmacy Partners instead of Client’s address (or the address listed on the prescriber’s license) and Client specifically directs and authorizes Vetcove to proceed with shipping the Products accordingly; (b) Vetcove is not a pharmacy and the obligations and responsibilities of Vetcove hereunder are not intended to be, nor shall they be construed to be, the practice of pharmacy in any respect; and (c) it will not receive any referral fees, fee-split, remuneration, or other incentives from or on behalf of pharmacies or other vendors in connection with this Agreement.

RETURNS & REFUNDS

Vetcove shall administer its “Pet Parent Protection Plan” on behalf of Client for eligible Products sold through the Vetcove Storefront. Under the Pet Parent Protection Plan, Client authorizes Vetcove, in its sole discretion, to determine whether, when, and under what circumstances to issue refunds and replacements to Customers, which may include, without limitation, refunds or replacement due to shipping errors, damaged products, changes made by the clinic to the original order, product no longer needed, or for general customer appeasement. Client agrees that Vetcove may process such refunds and replacements without further notice to or approval from Client. Vetcove retains the right to refuse to issue a refund or replacement in any circumstance. Neither Vetcove nor its Pharmacy Partners shall be obligated to coordinate or accept (either directly or indirectly) physical return of any Products. Vetcove may issue refunds without requiring return. Decisions under the Pet Parent Protection Plan are final and not subject to appeal by Client.  If a refund or replacement is not eligible under the Pet Parent Protection Plan, Client may request to issue a refund, replacement, or return to the Customer, but Client shall bear full financial responsibility for any associated costs.

Except as set forth below, refunds and replacements issued under the Pet Parent Protection Plan are included in the Platform Fee and no additional charges will be imposed on Client in connection with standard refund activity.

Notwithstanding the foregoing, Vetcove reserves the right to:

• Modify, suspend, or discontinue the Pet Parent Protection Plan at any time;

• Introduce the policy as an optional feature subject to an additional fee, at Vetcove’s discretion; and/or

• Assess additional charges or restrict the application of the refund policy for Clients or Customers who, in Vetcove’s sole discretion, are engaged in fraudulent, abusive, or excessive refund activity.

Client shall not accept or resell any returned prescription or legend items.

2. THIRD-PARTY SERVICES

The Vetcove Services are designed to work with a number of third-party products and services (each, a “Third-Party Service”); however, Third-Party Services are not Vetcove Services. Client (and not Vetcove) determines whether to enable Third-Party Services and any use of such services and any exchange between Client and such Third-Party Service provider (each, a “Third-Party Provider”) is solely between Client and such Third-Party Provider. Vetcove does not warrant or endorse any Third-Party Service, regardless of whether such Third-Party Service is promoted or made available through the Vetcove Services or is designated as “working with” the Vetcove Services. In no manner does Client’s ability to access Third-Party Services or use a Third-Party Provider constitute a recommendation, warranty or endorsement by Vetcove of such Third-Party Services or Third-Party Providers. Vetcove is not responsible for Third-Party Services.

1. E-MERCHANT SERVICES

E-merchant functionality, including payment processing, is enabled in the Vetcove Storefront by a Third-Party Provider (currently, Stripe, Inc.) (“E-Merchant Provider”). Client authorizes Vetcove and the E-Merchant Provider to present credits and debits and depository transfer checks to and from Client’s e-merchant account in connection with the Vetcove Services. This authorization cannot be revoked until all of Client obligations under this Agreement are satisfied. In the event of a reversal of any debit or credit card transaction by a Customer (a “chargeback”), Vetcove may facilitate the chargeback process on behalf of Client. Chargebacks are included in the Platform Fee and Vetcove shall not separately charge Client for standard chargeback costs. Notwithstanding the foregoing, if Vetcove determines, in its sole discretion, that a Client or its Customers are engaging in abusive, excessive, or fraudulent chargeback activity, Vetcove reserves the right to: (a) assess additional charges to Client to recoup the costs of such chargebacks; (b) suspend or restrict the inclusive chargeback handling policy; and/or (c) require alternate payment or verification methods for future transactions.

B. DATA INTEGRATION VENDOR

Vetcove will, at Client’s request and for supported PIMS: (a) facilitate the sync of Client’s practice information management system (“PIMS”) data to the Vetcove Storefront for use with the Vetcove Services for supported PIMS, either directly or in conjunction with a third-party data integration provider (“Data Integration Vendor”); and (b) enable, either directly or in conjunction with the Data Integration Vendor, automatic documentation of prescriptions in patients’ medical records for supported PIMS. Standard integrations for supported PIMS are included in the Platform Fee. However, Client shall be responsible for any fees associated with custom configurations, non-standard integrations, or any additional services beyond the standard integration scope. If such custom services are performed by the Data Integration Vendor, Client agrees to pay the associated fees directly or through Vetcove, as applicable. For the avoidance of doubt, the Data Integration Vendor is a Third-Party Provider; the data integration services are Third-Party Services. For PIMS that are not supported by Vetcove, Vetcove will not be able to provide the services set forth in (a) and (b) of this paragraph. For more information on which PIMS are currently supported, please contact us.

C. THIRD-PARTY SERVICES DISCLAIMER

Vetcove does not provide any representations, warranties or indemnities with respect to such Third-Party Providers or Third-Party Services. Client acknowledges and agrees that, except to the extent expressly provided for herein: (a) Client has responsibility for, and assumes all risks arising from, Client’s use of any Third-Party Services; (b) Vetcove does not guarantee the continued availability, operation or utility of any Third-Party Services or Third-Party Providers; (c) Vetcove is not responsible for any use, disclosure, modification, corruption, loss, or deletion of any data that is transmitted, provided or accessed to or by a Third-Party Provider; and (d) Vetcove is not liable to Client or Customers for any services or assistance provided by a Third-Party Provider, including Pharmacy Partners, the E-Merchant Provider or the Data Integration Vendor.

While Vetcove does not assume responsibility for the performance or availability of Third-Party Services, it acknowledges the importance of these services. In the event of a failure, disruption, or other issues related to Third-Party Services, Vetcove will make commercially reasonable efforts to assist Client in resolving such issues, including facilitating communication with the relevant Third-Party Providers and providing technical support where applicable. Vetcove’s involvement in such resolution efforts to do not constitute an assumption of liability for the Third-Party Services, and Vetcove makes no guarantees regarding the outcome of these efforts.

3. PAYMENT & FEES

In consideration for the provision of the Vetcove Services and the rights granted to Client under this Agreement, Client agrees that Vetcove shall retain a flat fifteen percent (15%) of the gross transaction value of each order placed by a Customer through the Vetcove Storefront, calculated on the full retail price before any discounts, rebates, promotions, or other reductions are applied (and regardless of source or funding) (“Platform Fee”). The Platform Fee is assessed on a per-order basis and is inclusive of all standard costs and expenses incurred by Vetcove in connection with the Vetcove Services, including, without limitation, product cost, fulfillment and dispensing fees, credit card and merchant processing fees, applicable taxes, and standard data integration services. The Platform Fee excludes compounded medication transactions, which remain between the Customer and the compounding pharmacy, and are not subject to this fee. Vetcove will establish a free shipping minimum threshold, subject to adjustment in Vetcove’s sole discretion. For orders meeting or exceeding this minimum, Vetcove will cover the cost of shipping (i.e., included within the Platform Fee). For orders below the free shipping threshold, Vetcove will charge Customers a shipping fee, which is intended to approximate actual shipping costs, and which Vetcove will retain to offset shipping expenses. The shipping fee may not reflect actual shipping costs incurred and is not subject to adjustment or reconciliation. In addition, any expedited shipping, special handling, or cold-chain shipping charges may be charged to Client at Vetcove’s discretion. Any Customer shipping fee retained by Vetcove is separate from and not credited against the Platform Fee.

Any custom services, bespoke marketing initiatives, non-standard integrations, or PIMS configurations requested by Client may be subject to additional fees beyond the Platform Fee. Vetcove reserves the right to modify its pricing, including the Platform Fee and any additional fees, in its sole discretion, upon providing reasonable notice to Client.

The Platform Fee will be retained by Vetcove at the time of the transaction. If, at any time, Client is unable to satisfy payment obligations through automatic drawdown, Vetcove reserves the right to invoice Client for all amounts due. All invoiced payments shall have Net 30 Terms. Except for properly disputed amounts, all late payments will bear interest at 1.5% per month or the highest rate permissible by law, whichever is less, and Client shall reimburse Vetcove for all reasonable costs of collection, including attorney’s fees.  Platform Fees retained by Vetcove in connection with any order are non-refundable.

All prices and fees are exclusive of applicable taxes.  Client is responsible for any taxes due in connection with its use of the Services, except where Vetcove is required or elects to collect and remit such taxes as a marketplace facilitator or in a similar capacity. If Client is exempt from applicable taxes by virtue of resale or tax exempt status, Client agrees to provide Vetcove with a valid tax exemption certificate. In no event will Client pay or be responsible for any taxes imposed on, or regarding, Vetcove’s income, revenues, gross receipts, personnel, or real or personal property, or other assets.

4. TERM & TERMINATION

This Agreement will commence as of the Effective Date and will continue in effect until terminated as provided herein (the “Term”).

1. TERMINATION

This Agreement may be terminated as follows: (a) Either party may terminate this Agreement for any reason upon sixty (60) days' prior written notice to the other party; (b) Either party may terminate this Agreement for material breach by the other party upon thirty (30) days' prior written notice, provided such breach is capable of cure and remains uncured at the end of such period, or immediately if the breach is not curable; (c) Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or undergoes similar financial distress; (d) Client may terminate this Agreement upon written notice if Client does not agree to a material modification made pursuant to Section 13, provided such notice is delivered to Vetcove in writing no later than fifteen (15) days after the effective date of such amendment; and (d) Vetcove may terminate this Agreement immediately if Client fails to pay any undisputed amounts owed under this Agreement within thirty (30) days after receiving written notice of nonpayment.

B. EFFECT OF TERMINATION

Upon termination, all rights and licenses granted under this Agreement shall immediately cease, and Client shall cease all use of the Vetcove Storefront and Vetcove Services. Vetcove will discontinue providing the Vetcove Services to Client. Client remains responsible for any outstanding Platform Fees and charges incurred prior to the effective date of termination. Client shall promptly return, or at Vetcove’s request, destroy all Confidential Information (defined below) and any other materials provided by Vetcove to Client. Upon Client’s request, made thirty (30) days following the effective date of termination, Vetcove will provide a copy of Client Data at the clinic level in an electronic format.

C. COMPLIANCE-RELATED CHANGES

Client acknowledges that laws, rules and regulations may change or be clarified. Client agrees that Vetcove may make, in good faith, revisions to this Agreement (with notice to Client) or changes to the Vetcove Services (with notice to Client) in order to remain in compliance with applicable laws and industry best practices. If any law, rule or regulation is enacted or modified, or there is a substantial change in the judicial or administrative or regulatory interpretation of an existing law, rule, or regulation, in a manner that materially and adversely affects a party’s ability to perform under this Agreement, or to realize the benefits of this Agreement, or if any governmental entity determines that this Agreement is illegal or in violation of any law, rule, or regulation, then either party may terminate this Agreement immediately by providing written notice to the other party without incurring any liability to the other.

D. SURVIVAL

The rights and obligations of the parties set forth in this Agreement, including confidentiality, limitation of liability, indemnification, intellectual property ownership, and any other right or obligation of the parties which, by its very nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration.

5. OWNERSHIP RIGHTS

The Vetcove Storefront, Vetcove Services, and all related software, technology, content, and intellectual property rights, and all modifications and improvements thereof, remain the property of Vetcove. Nothing in this Agreement shall be construed as transferring or granting any ownership rights to Client. All rights not expressly granted to Client under this Agreement are reserved to Vetcove.

1. VETCOVE INTELLECTUAL PROPERTY

As between Vetcove and Customer, Vetcove is and remains the owner of, and retains all rights, titles, and interests to: (a) the Vetcove Storefront and Vetcove Services; (b) all intellectual property rights and associated goodwill therein and thereto, including patent, copyright, trade secret, or trademark rights, designs, look-and-feel, inventions (whether or not patentable), logos, brand names, written materials, documentation, specifications, software (including source code and object code), technologies, algorithms, proprietary concepts, methods, know-how, expertise, processes, derivatives and all related rights that inhere in or may be developed in conjunction with the Vetcove Storefront and the Vetcove Services provided by Vetcove, but not including Client’s Confidential Information (defined below). Except for those licenses expressly granted herein, nothing in this Agreement shall be construed or considered to grant Client any additional rights, licenses, or permissions under any patents, trademarks, or other intellectual property of Vetcove.

B. CLIENT MARKS

Client hereby grants Vetcove a limited, non-exclusive, non-sublicensable, non-transferable (except in accordance with this Agreement), worldwide, fully paid-up and royalty free license to use, copy and display all trademarks, trade names, logos, and related intellectual property rights associated with Client’s branding (“Client Marks”) in order to provide the Vetcove Services and Vetcove Storefront to Client and related marketing materials to and on behalf of Client. Vetcove shall also have the right to use Client’s name and the Client Marks in a factual manner for marketing or promotional purposes.

C. FEEDBACK

If Client, Authorized Users, or any of Client’s employees or contractors provide any suggestions, recommendations, or comments regarding Vetcove’s offerings or services (“Feedback”), Vetcove is free to use such Feedback without any obligation and such Feedback shall be deemed provided without any obligation of confidence. Client hereby assigns all rights to such Feedback to Vetcove, allowing Vetcove to freely use any ideas, concepts, or intellectual property therein for any purpose without attribution or compensation, though Vetcove is not obligated to use the Feedback.

6. DATA USE & RESTRICTIONS

As set forth below, Client grants Vetcove rights to access, use and process data provided or made available to Vetcove by Client and its Authorized Users. Vetcove will access, use and process such data in order to provide the Vetcove Services to Client and Customers, to improve or enhance the Vetcove Services, to develop new Vetcove products and services, to conduct general industry reporting or analyses, and to create and compile aggregate data, including insights, analyses and statistics pertaining to the Vetcove Services.

1. CLIENT DATA

Client hereby grants Vetcove, for the Term of this Agreement, a non-exclusive, non-transferable (except in accordance with this Agreement) license to access, use and process any and all data, information, and content provided or made available by or on behalf of Client and its Authorized Users to Vetcove, including data, information, and content submitted or posted on the Vetcove Storefront, generated through the use of the Vetcove Services, and further including Practice Data (defined below) (collectively, “Client Data”), for the purposes of: (a) providing the Vetcove Services, including accumulating such data for the benefit of Client, displaying such data in connection with Client’s use of the Vetcove Services, generating reports, executing marketing initiatives for the benefit of Client, and setting up the Vetcove Storefront for Client; (b) conducting industry reporting, compliance and market trend analyses, customer segmentation and benchmarking; (c) creating and compiling Aggregate Data, including insights, analyses and statistics pertaining to the Vetcove Services; and (d) improving and developing new Vetcove products, services and/or features. If Client elects to use the Data Integration Vendor, Client authorizes such vendor to access and use the Client Data for the purpose of enabling read and write access into Client’s PIMS. As used herein, “Aggregate Data” means aggregated and anonymized statistics or data created or derived by Vetcove from Client Data, Client’s or Authorized User usage data and logs of the Vetcove Storefront, or from the provision of the Vetcove Services. Vetcove shall own all right, title, and interest in and to the Aggregate Data and shall have the right to use, publish, disclose, market, and license such Aggregate Data for any purpose consistent with applicable laws, without restriction.

B. PRACTICE DATA

Where the Vetcove Services involve the use of veterinary practice data (“Practice Data”), Client authorizes and shall be responsible for providing and obtaining all required permissions, including from any third parties hosting such Practice Data, for Vetcove to access and extract, and for the parties to use, Practice Data, including for the Vetcove Services and specific uses set forth in this Agreement. Client shall be responsible for ensuring that Vetcove is authorized to access Practice Data as Client’s authorized agent, and hereby appoints Vetcove as Client’s authorized agent for the purpose outlined herein. Such access rights shall include Practice Data repositories (including all related prescription records, autoship records, files and patient histories) through manual and technical means, including by way of automatic device and processes. Vetcove will only use such Practice Data in connection with setting up and operating the Vetcove Storefront for the benefit of Client, and as otherwise necessary to provide the Vetcove Services as requested by Client, and Client hereby consents to such use. Vetcove will not, absent Client’s express approval or as otherwise set forth herein, share, publish, or disseminate any Practice Data that identifies Client or Customers to any third party for any other reason, subject to Vetcove’s published Privacy Policies (as may be amended from time to time) and applicable law.

C. IMPROVING THE VETCOVE SERVICES

Client grants Vetcove the right to access, use and process Client Data and related usage data (including Aggregate Data) for the purpose of improving and enhancing the Vetcove Storefront and Vetcove Services. Additionally, Vetcove may use Client Data and general usage data (including Aggregate Data) to develop and devise new products and services tailored for veterinary clinics, animal hospitals, and related entities. In accordance with the foregoing, Vetcove shall be permitted to use Client Data for the purpose of enhancing, devising, developing, and training new features or functionalities, including for purposes of developing, training, or fine-tuning large language models or similar machine learning technologies.

D. SAFEGUARDS

Each party agrees to implement and maintain adequate security protocols to protect personally identifiable information (PII) from unauthorized access, use, disclosure, alteration, or destruction. These security protocols shall include administrative, physical, and technical safeguards that are consistent with industry standards and applicable laws and regulations. You acknowledge that you have read, understand, and agree to be bound by Vetcove’s Privacy Policy, which is hereby incorporated into and made part of this Agreement.

7. CONFIDENTIAL INFORMATION

From time to time during the Term, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) non-public, proprietary and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled or identified as “confidential,” “proprietary,” or the like, or would reasonably be deemed confidential due to the nature of the information, including the terms of this Agreement (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source; (c) was in the Receiving Party’s rightful possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed without using any of the Disclosing Party’s Confidential Information.

The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who have a need to know the Confidential Information in order to assist the Receiving Party, or act on its behalf, or as needed for the Receiving Party to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it will, prior to making such disclosure and where legally permissible, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. “Receiving Party’s Group” means the Receiving Party’s affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, independent contractors, Third-Party Providers, sublicensees, subcontractors, attorneys, accountants, financial advisors, and potential or actual investors, who are bound by written or professional obligations of confidentiality sufficient to provide the confidentiality protections as provided herein.

8. REPRESENTATIONS & WARRANTIES

Each party represents and warrants that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) it has the full right, power and authority to enter into this Agreement and to grant the rights and licenses granted hereunder; (c) the execution of this Agreement by its representative has been duly authorized by all necessary corporate action of the party; and (d) when executed by such party (including through electronic means), this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

In addition, Client represents and warrants that Client and its Authorized Users are and will remain in strict compliance with all veterinary practice and prescribing requirements in their use of the Vetcove Services, including: (i) only licensed veterinarians will submit prescriptions or veterinarian authorized product purchases; (ii) all electronic prescriptions or veterinarian authorized product purchases will be approved by the prescribing veterinarian; (iii) Client will maintain at all times licensed veterinarians on staff who have the ability to write prescriptions, submit veterinarian-authorized product purchases, and are legally qualified to write and approve particular requests; (iv) Client, by its staff veterinarians, has assumed the responsibility for making medical judgments regarding the health of patients and the need for medical treatment, and Customer has agreed to follow the instructions of the veterinarian; (v) there is sufficient knowledge of a Customer’s animal by the veterinarian to initiate at least a general or preliminary diagnosis of the medical condition of that animal; and (vi) a practicing veterinarian, who has recently seen and is personally acquainted with the keeping and care of a Customer’s animal by virtue of examination of such animal, will at all times be readily available for follow-up in the case of adverse reactions or failure of the regiment of therapy. By approving orders through the Vetcove Storefront, Authorized Users attest that they have a pre-existing VCPR, with an illustrative definition provided in the Code of Federal Regulations, 21 C.F.R. § 530.3(i). In addition, Client represents and warrants that (y) Client is the sole owner of all Client Marks and Client Data and has the right to use and to grant Vetcove the right to use such in the manner outlined in this Agreement, and Vetcove’s use of the Client Marks and Client Data (and, if authorized and requested by Client, the Data Integration Vendor’s use of Client Data) will not infringe, misappropriate, or violate any intellectual property rights of third parties, nor any rights of publicity or privacy; and (z) Client has full authority to access and retrieve, or has obtained any permissions or authorizations necessary for Vetcove to access and retrieve, all Practice Data and related prescription records, autoship records and histories, including by manual, technical or automated means, from third parties housing such Practice Data on behalf of Client.

9. DISCLAIMER

EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, CLIENT ACKNOWLEDGES THAT THE VETCOVE SERVICES AND THE VETCOVE STOREFRONT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. VETCOVE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ANY INFORMATION PROVIDED OR PRESENTED ON THE VETCOVE STOREFRONT OR OTHERWISE COMMUNICATED BY VETCOVE IS MADE AVAILABLE SOLELY FOR GENERAL INFORMATION PURPOSES. ANY RELIANCE CLIENT PLACES ON SUCH INFORMATION IS STRICTLY AT ITS OWN RISK. CLIENT UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT: (a) VETCOVE IS NOT A VETERINARIAN, A VETERINARY PRACTICE, NOR A PHARMACY, AND DOES NOT PROVIDE VETERINARY OR PROFESSIONAL ADVICE OR ENGAGE IN THE PRACTICE OF PHARMACY; (b) CLIENT REMAINS SOLELY RESPONSIBLE FOR THE ACCURACY OF ANY VETERINARY CONTENT OR COMMUNICATION PROVIDED TO CUSTOMERS THROUGH THE VETCOVE STOREFRONT OR VETCOVE SERVICES; (c) THE INFORMATION AVAILABLE VIA THE VETCOVE STOREFRONT, INCLUDING BUT NOT LIMITED TO ALL PROPRIETARY SOFTWARE, BUSINESS PROCESSES, AND EXPERTISE THAT SUPPORTS ALL VETCOVE SERVICES, AND VETCOVE’S PROVISION OF THE VETCOVE SERVICES (INCLUDING SUPPORT SERVICES), SHOULD NOT BE USED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE AND SUCH INFORMATION IS NOT INTENDED TO BE RELIED UPON BY ANY PERSON OR ENTITY; AND (d) VETCOVE DOES NOT GUARANTEE THE SEQUENCE, ACCURACY, OR COMPLETENESS OF INFORMATION FOUND ON THE VETCOVE STOREFRONT AND SHALL NOT BE LIABLE IN ANY WAY TO CLIENT, CUSTOMER, OR ANY THIRD PARTY TO WHOM SUCH INFORMATION IS FURNISHED, NOR FOR ANY DELAYS, INACCURACIES, UNAVAILABILITY, ERRORS, OR OMISSIONS. THERE ARE NO REPRESENTATIONS, WARRANTIES OR OTHER GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PROFITABILITY, EARNINGS, OR FINANCIAL PERFORMANCE THAT MAY RESULT FROM THE USE OF THE VETCOVE SERVICES.

10. LIMITATION OF LIABILITY

1. INDIRECT DAMAGES

EXCEPT FOR CLAIMS ARISING UNDER INDEMNIFICATION OR LIABILITY DUE TO VETCOVE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, VETCOVE SHALL NOT BE LIABLE TO CLIENT FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Some jurisdictions may not permit the exclusion of implied warranties or limitation of liability for incidental or consequential damages for a party’s own fraud, willful injury to the person or property of another, or in violation of law. In such jurisdictions, Vetcove’s liability will be limited to the greatest extent permitted by law. 

B. MAXIMUM LIABILITY

EXCEPT FOR CLAIMS ARISING UNDER INDEMNIFICATION OR LIABILITY DUE TO VETCOVE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, VETCOVE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE VETCOVE SERVICES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF: (a) THE TOTAL AMOUNT OF PLATFORM FEES RETAINED BY VETCOVE FROM CLIENT (EXCLUDING ANY AMOUNTS PAID OR PAYABLE TO THIRD-PARTY PROVIDERS OR VENDORS) IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) FIVE THOUSAND DOLLARS (USD $5,000). SUCH LIMITATION OF LIABILITY APPLIES IN THE AGGREGATE TO ANY AND ALL CLAIMS BY CLIENT.

C. ALLOCATION OF RISK

Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this Agreement between the parties. This allocation is reflected in the agreed-upon compensation and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this Agreement, and each of these provisions will apply even if the warranties in this Agreement have failed of their essential purpose.

11. INDEMNIFICATION

Each Party (the “Indemnifying Party”) agrees to defend, indemnify and hold harmless the other party and its Affiliates, and their officers, directors, stockholders, and employees (collectively, the “Indemnified Parties”) against any third-party claims, actions, suits, investigations, liabilities, losses, damages, costs and expenses, including but not limited to reasonable attorneys’ fees and costs (“Damages”), arising out of or related to any breach of the Indemnifying Party’s representations and warranties set forth in this Agreement; provided, the Indemnifying Party is not obligated to defend, indemnify or hold harmless an Indemnified Party against any third party-claim to the extent such claim or corresponding Damages arise out of or result from such Indemnified Party’s: (a) negligence or more culpable act or omission (including gross negligence, recklessness, or willful misconduct); or (b) failure to comply with any of its material obligations set forth in this Agreement.

Client further agrees to defend, indemnify and hold harmless the Vetcove Indemnified Parties against all Damages that arise out of or relate to: (i) Vetcove’s (or, as applicable, the Data Integration Vendor’s) access to or use of Client Data provided or made available to Vetcove pursuant to the terms of this Agreement; (ii) following Client’s authorization, Vetcove’s manual or automated access, retrieval, use or duplication of Practice Data, including any and all stored prescription records, files, autoship records, and patient histories; (iii) bodily injury or damage to property related to or caused by the negligent acts or omissions of veterinarians or veterinary staff employed by Client; (iv) veterinary communications or content conveyed by Client or an Authorized User through the Vetcove Services (including SMS and MMS text messages); or (v) Client’s or an Authorized User’s use of the Vetcove Storefront or Vetcove Services outside the scope of this Agreement.

To receive indemnification hereunder: (x) the Indemnified Party must promptly notify the Indemnifying Party of any claim; provided any delay will not relieve the Indemnifying Party of its indemnification obligations except to the extent it is materially prejudiced thereby; (y) the Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s cost and expense; and (z) the Indemnifying Party will not settle without the Indemnified Party’s prior written consent, except in the case of a monetary settlement payable by the Indemnifying Party in which there is no admission or imposition of fault or liability as to the Indemnified Party and the settlement unconditionally releases the Indemnified Party of all liability; provided that the Indemnified Party may participate in its own defense at its own expense.

12. DISPUTE RESOLUTION

BY AGREEING TO ARBITRATION WITH VETCOVE, CLIENT HEREBY AGREES IN ADVANCE THAT CLIENT WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY CLASS, COLLECTIVE AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, CLIENT MAY BRING CLAIMS AGAINST VETCOVE ONLY IN AN INDIVIDUAL ARBITRATION PROCEEDING.

1. AGREEMENT TO ARBITRATE

If a dispute arises between Client and Vetcove (or an Affiliate), the parties will exercise good faith efforts to resolve the dispute quickly and cost-effectively. Accordingly, the parties agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Agreement or the Vetcove Services (each, a “Claim” and collectively, “Claims”) through binding arbitration on an individual basis in accordance with this section. This arbitration provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. Claims that may not be subject to pre-dispute arbitration agreements under applicable law are excluded from the coverage of this provision.

B. DISPUTE NOTICE

Before serving a demand for arbitration of a Claim, the parties agree to first notify each other of the Claim. Client agrees to notify Vetcove of the Claim by email to legal@vetcove.com, and Vetcove agrees to provide to you a notice at your email address on file (in each case, a “Dispute Notice”). Client and Vetcove will then seek informal voluntary resolution of the Claim. Any Dispute Notice must include pertinent account information, a brief description of the Claim, and contact information, so that Client or Vetcove, as applicable, may evaluate the Claim and attempt to informally resolve it. The parties will have sixty (60) days from the date of receipt of the Dispute Notice to informally resolve the other party’s Claim and avoid the need for further action.

C. ARBITRATION PROCESS

In the event that the parties are unable to resolve a Claim within sixty (60) days of the applicable Dispute Notice, the parties agree to resolve the Claim by final binding individual arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Miami-Dade County, Florida in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect (which may be found at www.jamsadr.com). Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person. The parties agree to follow the applicable JAMS rules with respect to filing and arbitration fees. The arbitrator shall follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision by the courts within Miami-Dade County, Florida. If for any reason JAMS will not administer the arbitration, either party may apply to a court in Miami-Dade County, Florida for appointment of a neutral arbitrator. Nothing in this arbitration provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this arbitration provision.

You may opt out of the arbitration provision provided in Section 12.A (Agreement to Arbitrate) by notifying Vetcove in writing within thirty (30) days of the Effective Date. To opt out, you must send a written notification to legal@vetcove.com that includes (a) your name and clinic name; (b) your address; (c) your telephone number; (d) your email address; and (e) a statement indicating that you wish to opt out of the arbitration provision. Alternatively, you may send written notice to: Vetcove Inc., 382 NE 191st St., PMB 46115, Miami FL 33179-3899. In the event you opt out of the arbitration provision, you agree that any disputes or claims arising out of or related to this Agreement or the Vetcove Services will still be subject to the dispute resolution process outlined in Section 12.B (Dispute Notice), and will be resolved exclusively through the state or federal courts located in Miami-Dade County, Florida, as set forth herein.

D. CLASS ACTION WAIVER

To the fullest extent permitted by law, the parties agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If there is a final judicial determination that all or part of the Class Action Waiver is unenforceable or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be considered null and void in its entirety and the class or collective action to that extent must be litigated in a civil court of competent jurisdiction. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

E. ENFORCEMENT

This arbitration provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this provision. In the event any portion of this provision is deemed unenforceable, the remainder of this provision will be enforceable. This arbitration provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). Any claims or damages that Client may have against Vetcove shall only be enforceable against Vetcove and not any other entity, nor any officers, directors or representatives of Vetcove.

13. MISCELLANEOUS

Force Majeure. Vetcove will not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Vetcove. If the force majeure event continues for a continuous period in excess of thirty (30) days, either party will be entitled to give notice in writing to the other party to terminate this Agreement.

Choice of Law. The validity, performance and enforcement of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Florida, excluding any conflict of laws rules and/or choice of law provisions. Any disputes arising out of or relating to this Agreement shall be resolved through final binding arbitration as set forth in the Dispute Resolution section of this Agreement. The parties agree that any arbitration proceedings shall be conducted in Miami-Dade County, Florida. Any judicial proceedings, such as for enforcement of an arbitration award, shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and the parties hereby consent to the exclusive jurisdiction of such courts.

Waiver. No waiver by a party of any of the provisions of this Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof, nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Successors & Assigns. Client will not assign, transfer or subcontract any of its rights or delegate any of its obligations under this Agreement without Vetcove’s prior written consent. Any purported assignment or delegation in violation of this section will be null and void. Vetcove may assign any of its rights or delegate any of its obligations without Client’s consent. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

Severability. If any term or provision of this Agreement is found to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court or arbitrator may modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 

Amendments. Vetcove may modify or update the terms of this Agreement (including pricing, terms, or policies) at any time. The “Last Modified” date at the top of this Agreement reflects the date the Agreement was most recently updated. Non-material changes will be effective immediately upon posting. Material changes will become effective fifteen (15) days after notice is provided to Client, unless a different effective date is specified in the notice. Notice may be provided via email, through the Vetcove platform, or by other reasonable means. Client's continued access or use of the Vetcove Services after the effective date constitutes Client's acceptance of the updated terms. If Client does not agree to a material modification, its sole and exclusive remedy is to cease using the Vetcove Services and terminate this Agreement pursuant to Section 4.1(d).

Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Without limiting the foregoing, Client agrees to abide by, and will ensure that its Authorized Users abide by, any online guidelines, terms and conditions, or other general rules made available on the Vetcove Storefront.

Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.

No Third-Party Beneficiaries. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever.

Equipment & Outages. Client shall be responsible for obtaining, maintaining and securing any equipment used or needed to access the Vetcove Storefront and Vetcove Services. The Vetcove Storefront or Vetcove Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Vetcove or by Third-Party Providers, or because of other causes outside of Vetcove’s reasonable control. Vetcove will use reasonable efforts to rectify the outage as soon as reasonably practicable.

Electronic Communications. Each party agrees that writings, signatures and other communications by electronic transmissions have the same effect as manual, original or traditional writings. All reference to “signed writings” and “in writing” in this Agreement include communications by electronic transmission methods. The parties consent to conduct business electronically and agree to receive electronically (including by email) all documents, communications, and notices arising out of this Agreement. Client may request to receive paper copies of any documents and to withdraw consent to conduct business electronically by emailing legal@vetcove.com, and specifying your request. Each party confirms their ability to access and retain electronic records. 

Export Compliance. Vetcove provides the Vetcove Services solely within the contiguous United States, and Client agrees that neither it nor its Authorized Users shall access or use the Vetcove Storefront or Vetcove Services from outside the territorial United States. Client and Customers may not remove or export from the United States or allow the export or re-export of the Vetcove Services, Vetcove Storefront, or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States foreign agency or authority. 

Electronic Acceptance. Client acknowledges and agrees that Client's use of the Vetcove Services is sufficient to demonstrate Client’s assent to the terms and conditions herein and further that it will not contest the validity or enforceability of this Agreement solely on the basis of electronic acceptance or the lack of a manual signature.

Interpretation. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific items or matters immediately following it. As used in this Agreement, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party; for purposes of this definition, “control” means the ownership, directly or indirectly, of more than fifty percent (50%) of the voting power or equity interest in an entity, or the ability to direct the management or policies of an entity through the ownership of voting securities, by contract or otherwise.