Thank you for choosing to be a part of our community at Vetcove Inc. (“Vetcove,” “we,” or “us”). Our proprietary online business-to-business procurement platform (“Procurement Platform”) is designed to connect vendors like you with veterinarians and their veterinary clinics, hospitals, practices, nonprofits, academic institutions, and other veterinary customers (“End Users”) seeking high-quality products and supplies for in-clinic use. By accessing or using the Procurement Platform as a direct vendor, you agree to be bound by this Marketplace Seller Agreement (“Agreement”). Please read this Agreement carefully.
This Agreement applies to any entity (“Retailer” or “you”) that desires to sell veterinary products and supplies directly to End Users on or through the Procurement Platform as a direct vendor, and that does not have a separate agreement with Vetcove governing its participation on the platform. By enrolling as a direct vendor on the Procurement Platform, you agree to be bound by all terms and conditions of this Agreement and those terms incorporated by reference herein, all of which may be updated from time to time. By enrolling, you also represent and warrant that you are authorized to act on behalf of the registering entity, and that such entity is duly organized, validly existing, and in good standing under the laws and regulations of its jurisdiction of incorporation, organization, or chartering. By accepting these terms, you confirm that the registering entity agrees to be bound by all obligations and conditions set forth in this Agreement.
Vetcove reserves the right to modify this Agreement or any policies incorporated herein, including by introducing entirely new terms, at any time in its sole discretion. The changes will be effective immediately upon posting of such updates. It is your responsibility to review the changes and decide if you want to continue to use the Procurement Platform. Your continued use of or access to the Procurement Platform, including offering any products for sale through the Procurement Platform, constitutes your acceptance of such changes. If you do not agree to any posted changes, do not continue to use or access the Procurement Platform. Changes to this Agreement may occur without prior notice to you.
Vetcove provides the Procurement Platform to its End Users to make the procurement process as easy, fast, efficient, and transparent as possible. The Procurement Platform also allows animal health vendors, like you, to sell veterinary products and supplies (“Products”) directly to End Users. As further set forth below, you may only sell those Products that you have the legal right and authority to sell and must do so in a manner consistent with the terms and conditions of this Agreement. All transactions with End Users are between you and the End User, and you will be the seller of record. Vetcove is not a party to any transactions through the Procurement Platform, but will provide the Services in connection with the transactions as set forth in this Agreement. Your listing of Products on the Procurement Platform does not imply in any way that Vetcove endorses or is affiliated with you or your Products.
You may sell a Product on the Procurement Platform only if you are either (a) the Product’s manufacturer with the original right to sell and distribute such Product; or (b) an authorized reseller or distributor for such Product, with all necessary rights and authorizations to sell and distribute the Product through the Procurement Platform. If you fail to meet these requirements for any Product you list on the Procurement Platform, Vetcove reserves the right to remove the Product and terminate or suspend your access to the Procurement Platform
PLEASE NOTE: If you are a compounding pharmacy, do not enroll as a direct vendor. Please reach out to Vetcove for more information regarding our support of compounding pharmacies.
Subject to your ongoing compliance with the terms of this Agreement, Vetcove grants you and your Authorized Users (defined below) a limited, non-exclusive, non-transferable, revocable right to access and use the vendor portal of the Procurement Platform (“Vendor Portal”) solely to manage your product catalog and to facilitate your sales to End Users. Through the Vendor Portal, you may, among other activities: (a) designate Products to be made available to End Users; (b) set Product prices; (c) upload content, including descriptions, images, and other product information; (d) set shipping rates and delivery options; and (e) view order details, transaction history, and sales analytics.
You shall not, and shall ensure that your Authorized Users do not, use the Services or access the Procurement Platform (including the Vendor Portal) beyond the scope granted under this Agreement. Specifically, you shall not, directly or indirectly:
You are responsible for ensuring the confidentiality and security of all account information and login credentials used by you or your Authorized Users to access the Vendor Portal. You agree to promptly notify Vetcove of any unauthorized access to or use of the Vendor Portal. You will be fully responsible for any actions taken through your account(s) whether authorized by you or not.
Vetcove reserves the right to monitor your use of the Vendor Portal (and that of your Authorized Users) to ensure compliance with this Agreement and to prevent misuse. Vetcove may suspend or terminate access for you or any Authorized User without prior notice if Vetcove has a reasonable belief that you or any Authorized User is in violation of this Agreement or is otherwise using the Vendor Portal or Services in a manner that Vetcove deems inappropriate or harmful.
You are solely responsible for the actions of your Authorized Users and for ensuring that each Authorized User complies with the terms of this Agreement. Any act or omission by an Authorized User will be deemed an act or omission by you for purposes of this Agreement. You acknowledge that you remain liable for any unauthorized use or misuse of the Vendor Portal by your Authorized Users, whether intentional or unintentional, and for any consequences resulting from such use. You agree to promptly terminate access for any Authorized User who is no longer authorized to act on your behalf or who violates this Agreement.
Vetcove may make certain data analytics available to you through the Vendor Portal for your informational purposes and business analysis. You acknowledge and agree that such data and analytics are provided “AS IS” and may contain inaccuracies, errors, or omissions. Vetcove does not warrant or guarantee the accuracy, completeness, or reliability of any data, analytics, or reports provided through the Vendor Portal. You assume all risk associated with your use of such data and information, and Vetcove shall have no liability arising from any decisions you make based on—or any reliance you place on—such data. For clarity, any analytics provided by Vetcove are intended solely for your internal use and may not be disclosed or distributed to any third party without Vetcove’s prior written consent.
End Users may place orders for Product(s) (each, an “Order”) using the Procurement Platform. Vetcove will electronically transmit to you (through the Vendor Portal) the Order Information that Vetcove deems necessary to accept and fulfill such Orders. You may request that Vetcove transmit or make available additional information regarding such Orders and Vetcove will use commercially reasonable efforts to accommodate any such requests, subject to its system capabilities, data protection obligations, and other applicable legal or operational constraints.
Prior to shipping, you are responsible for verifying that End Users have all necessary qualifications, certifications, and licenses required to purchase your Products, including verifying that End Users possess valid professional credentials (such as a Doctor of Veterinary Medicine (DVM) license) prior to completing any transaction. Vetcove shall have no responsibility or liability for verifying End User qualifications, and you agree to indemnify, defend, and hold harmless Vetcove from any claims, liabilities, or damages arising from your failure to conduct proper End User verifications.
Once Vetcove has transmitted an Order and Order Information to you, you will, at your own expense, be solely responsible for, and bear all liability for, the fulfillment of the Order. This includes (among others) Order intake, acceptance, processing, packaging, shipping, and delivery of the Product(s) to End Users and any associated customer services. You acknowledge and agree that Vetcove acts solely as an online marketplace and is not responsible for, nor does it participate in, any aspect of the order fulfillment process between you and End Users. All obligations, representations, warranties, and liabilities related to the Products and Orders, including compliance with Applicable Law and satisfaction of End Users, are solely your responsibility.
You are responsible for determining which Products to make available to End Users through the Procurement Platform, setting the prices for such Products, and properly specifying shipping options available to End Users. You may make all such elections in the Vendor Portal. You will not ship, or enable shipping, for any Product outside of the United States, or within any U.S. state or jurisdiction where such sales are prohibited by Applicable Law. You are responsible for shipping all Products purchased by End Users in accordance with your standard shipping practices and within any applicable shipping timelines communicated by you to End Users. Unless otherwise agreed-upon in writing by you and the End User, you assume all risk, including maintaining title and risk of loss, for Product delivery until it reaches the End User. As between you and Vetcove, you will be responsible for all shipping charges and for any costs or charges related to shipping-related problems, including, damaged or lost Products, late deliveries or mis-delivered items.
You are solely responsible for processing all End User cancellations, returns, refunds and/or customer service price adjustments (including all cash and non-cash refunds to End Users), and will do so promptly in accordance with your standard customer service processes. You must establish and maintain a return policy that is no less favorable to End Users than your most favorable policies offered on your website for such Products, or in any other online Sales Channel, and you must honor all End User returns of Product in accordance with such policy published at the time the End User purchased the Product. Any returns must comply with Applicable Law.
You bear all risk of fraud or loss associated with transactions, including chargebacks, credit card fraud, or other payment reversals. In the event of a chargeback or suspected fraud, you are solely responsible for resolving the matter and bearing any associated costs, fees, or losses. If Vetcove incurs any expenses, fees, or charges related to such events, you agree to promptly reimburse Vetcove for all such amounts. Vetcove reserves the right to recover these amounts through any reasonable means, including by charging the payment method or credit card on file for your account.
In addition, Vetcove reserves the right to cancel an Order, or to require you to cancel or stop an Order, if necessary to (i) ensure compliance with this Agreement, including cases of your noncompliance or suspected noncompliance, (ii) address your suspected or confirmed violation of Applicable Law; (iii) respond to your insolvency, bankruptcy, or cessation of business operations; or (iv) comply with Applicable law or the requirement of any government or local authorities. If Vetcove requests that you stop or cancel an Order that has already been transferred to a shipper, you will use commercially reasonable efforts to halt or redirect the shipment. In any instance where Vetcove cancels an Order, you are solely responsible for any associated costs, fees, or obligations resulting from the cancellation.
Vetcove may manage the risks associated with providing the Services to you. For example, we may: impose transaction limits, place holds on any funds held by us on your behalf or instruct our third-party payment processor to hold funds prior to disbursement, cancel or freeze settlement of proceeds, freeze your account, suspend your access (or that of any Authorized Users), or refuse Services. Examples of factors we consider when taking such actions include: your selling history, your seller performance, returns and cancellations, chargebacks, transaction value, the ability to charge your payment method on file or disburse proceeds to you, and any End User disputes.
By listing Products on the Procurement Platform, you acknowledge and agree that you are solely responsible for ensuring the quality, safety, lawful compliance, and timely delivery of your Products to End Users. You are solely responsible for verifying that all Products are free from defects, properly packaged, not mislabeled or misbranded, and are fulfilled in accordance with your standard processes and shipping timelines. It is your obligation to ensure that all Products comply with Applicable Laws and industry standards at every stage, from listing to delivery, including adherence to labeling, safety, and warranty requirements as relevant.
In accordance with the foregoing, you represent and warrant to Vetcove that all Products you make available on or through the Procurement Platform, at the time such Products are listed, sold, and delivered to End Users:
In addition, you represent and warrant to Vetcove that:
You further represent and warrant to Vetcove that:
You agree to maintain adequate processes and procedures for ensuring that all warranties provided under this Agreement will continue to apply through the delivery of the Products to End Users. You further agree to monitor and ensure ongoing compliance with these warranties throughout the lifecycle of the Products, including through appropriate quality control, storage, and handling procedures.
You acknowledge and agree that, while you sell Products directly to End Users on or through the Procurement Platform, Vetcove may nevertheless pass through to End Users any warranties you provide under this Agreement, along with any additional Product warranties you offer (in full or in part). These warranties shall inure to the benefit of End Users as if provided directly by you. End Users are deemed third-party beneficiaries of these warranties and may enforce such warranties directly against you. You shall remain responsible for fulfilling any obligations or liabilities arising from any breach of these warranties, regardless of any pass-through to End Users and the direct sale relationship between you and End Users.
Upon Vetcove’s request, you will promptly provide Vetcove with: (a) certificates of authenticity (or similar documentation) for the Products; (b) documentation demonstrating that you have the legal right and/or authority to sell the Products, including through the Procurement Platform; (c) documentation showing that you have the right to use any Product Content (defined below); and (d) any other information or documentation reasonably requested by Vetcove. All information that you provide regarding the Products must be accurate, current, and complete and not misleading, deceptive, or fraudulent in any way.
In addition to providing Product Information, you may provide, link to, or include certain media, materials, links, images, and other content (the “Product Content”) in connection with your listing and sale of Products through the Procurement Platform.
You hereby grant Vetcove and its Affiliates a limited, non-exclusive, sublicensable, royalty-free right and license, for the duration that your Products are available on the Procurement Platform, and solely in furtherance of this Agreement: (a) to publish, reproduce, display, distribute, transmit and otherwise use your name, trademarks, service marks, and logos; and (b) to publish, reproduce, distribute, transmit, display, modify, create derivative works of, and otherwise use and exploit all such Product Information and Product Content. You acknowledge and agree that Vetcove assumes no responsibility or liability for any Product Information or Product Content, and you are solely responsible for Product Information and Product Content. If you do not have a license from any manufacturer, brand owner, or supplier to use certain content related to a Product, do not use or provide that content or information to Vetcove.
In order to make a Product available on or through the Procurement Platform, you must provide all requested Product Content and Product Information. As noted above, you must include in such Product Content or Product Information all required disclosures, warnings, usage instructions, guidelines or disclaimers required to be posted with respect to such Products under Applicable Laws. You may be required to provide additional Product Content, Product Information, and/or documentation or certifications for particular Products. Additionally, Product Content and Product Information provided for the Procurement Platform must: (a) be of at least the same level of quality as the highest quality information displayed or used on your own site or any other online Sales Channel for your Products; and (b) provide End Users with at least as much information, images, and other content as the information provided through any other such online Sales Channels for the Products. Product Content and Product Information must not be: (i) false, inaccurate, misleading, or otherwise deceptive; (ii) unlawfully threatening or unlawfully harassing; or (iii) obscene or otherwise contain offensive content. You are solely responsible for managing all Product Content and Product Information through the Vendor Portal and for ensuring that such information is (at all times) complete, accurate, up-to-date, and compliant with Applicable Law. You agree to update any Product Information and Product Content as needed. You authorize us to verify any information you provide to us from time to time.
Subject to this subsection, you are free to determine which of your Products to make available through the Procurement Platform. You agree to maintain parity between the products you offer through your Sales Channels and the Products you make available through the Procurement Platform by ensuring that: (a) the purchase price and every other term of offer or sale of your Products (including associated shipping and handling charges, shipment information, any “low price” guarantee, rebate or discount, any free or discounted products, or other benefit available as a result of purchasing one or more other products, and terms of applicable cancellation, return, and refund policies) are at least as favorable to the Procurement Platform as the most favorable terms upon which a Product is offered or sold via your Sales Channels; (b) customer service for your Products sold on or through the Procurement Platform is at least as responsive and available and offers at least the same level of support as the most favorable customer services offered in connection with any of your Sales Channels; and (c) the Product Content, Product Information, service information, and any other information regarding your Products provided to us is of at least the same level of quality as the highest quality information displayed or used in your other Sales Channels. You agree to promptly remediate any non-compliance with this subsection.
Vetcove may, in its sole discretion but without obligation, remove Product listings or Product Content (in full or in part), prohibit you from listing any Products or providing Product Content, for reasons including but not limited to: (a) non-compliance with Applicable Law or industry standards; (b) concerns regarding authenticity, safety, or legality of the Products, Product Information or Product Content; (c) misleading, inaccurate, or incomplete Product Information; (d) alleged violations of third-party intellectual property, or other proprietary rights; (e) End User complaints or product quality concerns; (f) failure to obtain or maintain necessary rights, licenses, or authorizations to perform hereunder; or (g) any other reason reasonably deemed necessary by Vetcove to protect the integrity of the Procurement Platform, ensure compliance with Applicable Law, or safeguard the interest of End Users, Vetcove, or third parties. You will not list or include such removed Products or Product Content on the Procurement Platform at any time unless their inclusion is specifically authorized by Vetcove in writing. Please note that Product listings and changes to item detail pages of Products on the Procurement Platform may take place without notice, including the appearance of Product Information or Product Content.
During the enrollment process, you may elect to either: (a) handle the collection and processing of payments from End Users directly (i.e., invoicing End Users); or (b) request that Vetcove handle payment processing on your behalf (through its third-party payment processor) as your agent for the limited purpose of receiving, holding and settling payments of your sales accomplished through the Procurement Platform. If you elect to use Vetcove’s third-party payment processor to collect payments from End Users, you (i) authorize Vetcove, as your agent, to accept, hold, and settle payments from End Users on your behalf; (ii) authorize Vetcove to deduct from your sales proceeds, or charge your designated payment method on file, the Service Fee and Credit Card Processing Fees (as set forth below), and any other amounts owed under this Agreement; and (iii) agree to provide and maintain a valid credit card or other approved payment method on file, which Vetcove may charge for any fees or other charges owed under this Agreement. For sales Vetcove processes on your behalf, Vetcove will remit your sales proceeds (less the Service Fee, Credit Card Processing Fee, and any additional costs, expenses or fees) on or around thirty (30) days from receipt of payment from the End User. In the event that you process and collect payment directly from End Users, you are solely responsible for invoicing such End Users or otherwise collecting the proceeds from such sales. For sales processed by you, Vetcove will charge your payment method on file for any Service Fees, and any other costs, expenses or fees owed by you to Vetcove, on or around the fifteenth (15th) day of each month. Please note that your bank’s holds and settlement procedures may at times cause delays in the settlement of funds to your bank account, and we do not have control over these delays.
In exchange for the access granted and Services provided by Vetcove, you agree to pay Vetcove a service fee equal to 9.75% of the total Gross Sales proceeds from your sale of Products through the Procurement Platform, plus ninety-nine cents ($0.99) per Order (together, the “Service Fee”). Additionally, for all Orders processed through Vetcove’s third-party payment processor (currently, Stripe Inc.), you agree to pay an additional processing fee of 2.9% of the transaction amount, plus thirty cents ($0.30) per transaction (“Credit Card Processing Fee”). Vetcove reserves the right to modify the Service Fee or Credit Card Processing Fee from time to time by posting any such changes to the Procurement Platform, and those changes will be effective immediately from the date they are posted. In addition to the Service Fee and, where applicable, Credit Card Processing Fee, you are also solely responsible for all expenses you incur in connection with this Agreement and your obligations hereunder. All amounts contemplated by this Agreement will be expressed and displayed in United States Dollars. For purposes of this Agreement, “Gross Sales” means the sum total, in U.S. dollars, of all Orders transmitted to you through the Vendor Portal, including without limitation the cost of Product, shipping, handling, and other charges, whether such orders are fulfilled, partially fulfilled, or canceled. Gross Sales shall be calculated before any deductions for taxes, discounts, refunds, rebates, or other similar charges, except for any discounts applied at the time of sale and reflected in the final Order amount.
In certain cases, funds pending settlement to sellers may be held in a Vetcove account pending disbursement. You agree that you are not entitled to any interest or other compensation associated with such funds pending settlement, that you have no right to direct any such account holding such funds, and that you may not assign any interest in such accounts.
Any undisputed amount due under this Agreement that remains unpaid by you after its due date will bear interest from the day that such payment became delinquent until such amount is paid in full at 1.5% per month, or the maximum rate permitted by Applicable Law, whichever is less, until the date that payment is received. Your failure to pay the Service Fee is a material breach of this Agreement.
We may recoup or set off any amounts that are payable by you to us against any payments we may make to you, or collect payment from you by any other lawful means. If Vetcove concludes that your actions or performance in connection with this Agreement may result in End User disputes, chargebacks, or other violations, or poses a risk or threat to Vetcove, End Users, or any third parties, Vetcove may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this Agreement pending completion of any investigation(s) regarding your actions or performance in connection with this Agreement. In addition, we may, but are not required to, impose transaction limits relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us or (ii) if we permit an End User to withdraw from a transaction because the Procurement Platform or a related service is unavailable following the commencement of a transaction.
It is your responsibility to collect and remit taxes associated with transactions hereunder; provided, however that Vetcove collects and pays sales tax on transactions in certain states based on our specific business requirements. If you have substantial sales in states that we aren’t automatically collecting for, you could still have a responsibility to collect sales tax on these purchases. You may review and modify your tax collection setting and applicable tax amounts for your transactions within the Vendor Portal as needed to ensure compliance with your tax obligations. Vetcove is not responsible for determining when tax should be charged and will not be held responsible for the collection or lack of collection of any taxes on such purchases. For clarity, “taxes” include any and all sales, goods and services, use, excise, premium, import, export, value added, consumption and other taxes, as well as regulatory fees, levies, or charges and duties assessed, incurred or required to paid for any reason (a) in connection with any advertisement, offer or sale of products or services; (b) in connection with any products or services for which the products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction, or omissions in which the products are, directly or indirectly, involved as a form of payment or exchange.
Vetcove reserves the right to terminate or suspend your participation, in whole or in part, in the Procurement Platform and related Services at any time for any reason in its sole discretion, including, (i) for noncompliance with this Agreement or (ii) if Vetcove determines that your account has been used to engage in fraudulent, deceptive, or illegal activity. Vetcove may terminate or suspend your access to the Procurement Platform with or without notice to you, including removing your access to the Vendor Portal or removing your listings on the Procurement Platform. Vetcove reserves the right to monitor your account to determine if policies or laws are being broken. Any illegal or fraudulent activity may be reported to law enforcement or other investigative or regulatory officials; Vetcove reserves the right to cooperate with any law enforcement investigations related to your performance under this Agreement.
Upon termination of this Agreement for any reason, all of your rights to access, use, or receive any Services automatically terminate. You will immediately cease using the Procurement Platform and remove or destroy all copies of Vetcove Confidential Information (defined below) and certify such removal or destruction to Vetcove in writing (email to suffice). After termination, Vetcove will remove the listing of your Products from the Procurement Platform, unless otherwise agreed in writing. Termination of this Agreement will not relieve you of your obligation to pay the Service Fee for any Order, or any other fees, expenses or costs owed to Vetcove under this Agreement. All fees will become due and payable immediately upon termination.
Vetcove reserves the right, upon termination, to offset against any payments made to you by an amount determined by Vetcove to be adequate to cover potential outstanding chargebacks, refunds, adjustments, or other amounts in connection with Procurement Platform from your account for a prospective three- (3) month period. At the end of such three-month period, Vetcove will disburse to you any amount not used to offset chargebacks, refunds, adjustments or such other amounts paid to End Users, or seek reimbursement from you via any of the means authorized in this Agreement for any additional amount required to offset chargebacks, refunds, adjustments or other amounts paid to End Users, as applicable. You agree to promptly reimburse Vetcove for any such amounts owed upon request.
Vetcove will have no responsibility or liability for any recalls of Products through the Procurement Platform. You are solely responsible for any non-conformity or defect in, or any public or private recall, or any safety alert of your Products, including any losses, expenses, or liabilities related to recalls of your Products (including any customer service efforts related to such recalls). You will promptly remove any recalled Products from the Procurement Platform by unpublishing the Product or providing written notice to Vetcove of such recall (email to suffice). You will notify Vetcove by email of all Product recalls within twenty-four (24) hours of becoming aware of the recall and will promptly provide Vetcove with all information reasonably requested regarding the recall. Upon your request, Vetcove will exercise commercially reasonable efforts to assist you in the event of any recall.
You are responsible for handling and providing customer services to your End User, including End User inquiries, complaints, and returns. You must provide timely communication and support to potential and actual customers of your Products through the Procurement Platform. Vetcove is not responsible for handling customer service issues related to your Products. Vetcove may direct End Users to contact you using the contact information you have provided to Vetcove. In providing such customer services, you must represent yourself as a separate entity from Vetcove. You will not disparage Vetcove or its Affiliates or its or their products or services when performing customer service obligations or any other obligation under this Agreement. If you monitor or record customer service calls, you must give notice of such monitoring or recording to all End Users during each such call prior to providing any customer service in accordance with Applicable Laws.
Vetcove may ask End Users to rate or provide comments regarding you or your Products and may post any resulting ratings or comments on the Procurement Platform for public display. Vetcove does not monitor or review End User submissions, and shall have no liability to you or to any End User arising from or related to such reviews. You will have no ownership interest in or license to use any rating or reviews posted to the Procurement Platform, unless otherwise expressly agreed by Vetcove in advance.
You may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of this Agreement, Vetcove’s Privacy Policy, your privacy policy, and Applicable Law. You will not, and will ensure that your Authorized Users do not, directly or indirectly: (a) disclose or convey any Customer Personal Information (defined below) or Transaction Information outside the scope of this Agreement; (b) disparage Vetcove or the Procurement Platform, or any of Vetcove’s Affiliates or any related products or services, or any End User; (c) target communications of any kind for the purpose of redirecting End Users away from the Procurement Platform; or (d) use any information about End Users gained through the Procurement Platform to solicit such Vetcove End Users through any other Sales Channels. In addition, you may only use tools and methods that we designate to communicate with Procurement Platform users regarding your transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of your Products. The foregoing does not prevent you from using information you gathered independently of the Procurement Platform; provided, however, that you are not targeting communications on the basis of the intended recipient’s status as a Vetcove End User.
All Transaction Information and all other information relating to Orders or Products, including but not limited to, information that is entered into the Procurement Platform and information that is created as a result of a transaction, shall be deemed the Confidential Information of both parties, and subject to the obligations listed in the section entitled “Confidentiality” below. All such information is subject to Vetcove’s Privacy Policy and any additional privacy guidelines posted by Vetcove.
You may not attempt to circumvent the Procurement Platform’s sales process or intentionally divert or re-direct End Users to any other website or platform for the purpose of completing a transaction or sale outside of the Procurement Platform to the detriment of Vetcove. This prohibition includes, but is not limited to, placing marketing materials in shipped orders, using custom packing slips that contain promotional content or links, or providing links or messages that encourage End Users to visit external websites or to complete transactions elsewhere. Vetcove reserves the right to terminate or suspend your access to the Procurement Platform for any noncompliance with this provision.
You will keep accurate, complete, and up-to-date books, records, accounts, financial statements, invoices, product testing results, compliance documentation, policies, procedures, and all other materials or data relevant to your Products, the Procurement Platform, and your obligations under this Agreement (collectively, “Records”). These Records shall include, without limitation, information related to product manufacturing, sourcing, quality control, labeling, storage, shipment, and distribution, as well as necessary certifications, licenses, permits, approvals, and any documentation required to demonstrate compliance with Applicable Law and industry standards. You hereby grant Vetcove, or its duly authorized representative, the right, upon not less than five (5) business days prior written notice, during the term of this Agreement and for two (2) years after its termination or expiration, to conduct, during regular business hours, full and independent audits and investigations of all Records reasonably required by Vetcove to confirm your compliance with the terms of this Agreement and Applicable Law. You shall bear the cost of any and all audits.
All right, title, and interest in and to the Procurement Platform and Services, and all data and information collected or stored in connection with the Procurement Platform and related Services (“Vetcove Data”), and in each case, all Intellectual Property Rights pertaining thereto, are and shall remain at all times with Vetcove. Except as expressly provided in this Agreement, you will have no ownership, license, or other rights in or to any such Vetcove Data or Vetcove’s Intellectual Property Rights. If, for any reason, you are deemed to have acquired any ownership interest or rights in any part of the foregoing, then you hereby irrevocably assign all of those interests and rights to us, without further consideration. You further agree that you will not access, use, or disclose the Vetcove Data for any purpose other than to receive the Services in accordance with this Agreement, and any unauthorized use shall be considered a material breach of this Agreement. Vetcove may use any Vendor Content (as defined below) to create, develop, or modify the Procurement Platform or Services. Vetcove shall exclusively own all right, title, interest, and all Intellectual Property Rights in and to any improvements, modifications, or derivative works of the Procurement Platform or Services that arise from or are based on such use. If, for any reason, you are deemed to have acquired any ownership interest or rights in any such improvements or modifications, you hereby irrevocably assign all of those interests and rights to us.
As between you and Vetcove, all right, title, and interest in and to any data, Product Information, Product Content, and other materials provided by you to us (“Vendor Content”) are and shall remain at all times with you. However, for the term of this Agreement, and solely for the purpose of providing access to the Procurement Platform and Services, you hereby grant to Vetcove a non-exclusive, royalty-free, worldwide and sublicensable license to use, modify, reproduce, display, distribute, and create derivative works of such Vendor Content in connection with the operation, development, and enhancement of the Procurement Platform and related Services provided to you. Upon expiration or termination of this Agreement, Vetcove’s license to Vendor Content shall automatically terminate, except to the extent necessary for Vetcove to complete any outstanding transactions or to comply with Applicable Law.
If you or any of your Affiliates, employees, or contractors elects to provide, or makes available, any suggestions, comments, ideas, enhancement requests, recommendations, improvements, or other feedback or materials (“Feedback”) to us in connection with or related to the Procurement Platform or Services, Vetcove will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials for any purpose whatsoever, although Vetcove is not required to use any Feedback. You hereby assign Vetcove, and on behalf of your employees, contractors, and/or agents, all right, title, and interest in any Feedback.
During the course of your use of the Procurement Platform and Services, you may receive information relating to Vetcove, the Procurement Platform, End Users, or the Services, including (a) technical or business data provided by us to you regardless of whether marked or identified as “Confidential”; (b) the operations and technology to be utilized in connection with the Procurement Platform; (c) Transaction Information; (d) third-party confidential or sensitive information; or (e) any other information that is not known to the general public (“Confidential Information”).
You agree that: (a) you will use Confidential Information only as is reasonably necessary for your use of the Services; (b) you will only disclose Confidential Information to your employees or personnel who have a need to know such information and have a legal or professional obligation to maintain the confidentiality of the information at least as stringent as the obligations contained herein; (c) you will not otherwise disclose Confidential Information to any other person; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. If you are compelled to disclose Confidential Information by legal process or by a statutory or regulatory reporting requirement of a governmental entity having jurisdiction over you, then where legally permissible, you must provide us with notice of such legal process and an opportunity to object to such process prior to any disclosure of Confidential Information, and you will cooperate with us to ensure that the disclosed Confidential Information is treated in a confidential manner in the event of disclosure. You must promptly return or destroy any Confidential Information or records containing Confidential Information at our request, except to the extent the information or records are: (i) contained in backup media used as such or (ii) required to be maintained under Applicable Laws and the confidentiality obligations of this section shall remain as to such retained Confidential Information.
You acknowledge that a breach of this section would result in harm to us that could not be adequately remedied by payment of money damages, and that we may seek equitable relief, including an injunction, to prevent such breach. You will not dispute that equitable relief is appropriate or available to us.
The confidentiality obligations hereunder shall survive the expiration or termination of this Agreement for a period of three (3) years thereafter.
“Customer Personal Information” means any data or information related to identified or identifiable End Users or related non-parties (such as non-parties that End Users designate as recipients of shipments). As between you and Vetcove, all Customer Personal Information collected or maintained by you in the course of your use of the Procurement Platform and related Services remains the sole property of Vetcove, and you have no rights of any kind to such Customer Personal Information. You will use Customer Personal Information only in accordance with Applicable Laws, including applicable data privacy laws, and only to perform your obligations or exercise your rights under this Agreement. You shall not (a) transmit, disclose, or share Customer Personal Information with any non-party except for purposes of performing under this Agreement; (b) sell, rent, release, disclose, disseminate, make available, share, transfer, or otherwise communicate any Customer Personal Information to any third party; (c) use Customer Personal Information to send marketing materials or to contact any person except for purposes of performing under this Agreement; or (d) solicit additional information from an End User or related individual except for purposes of performing under this Agreement.
You agree to maintain industry standard administrative, technical, physical, and other data security measures and processes to protect Customer Personal Information. If you obtain any End User credit card data in connection with this Agreement, you will also comply with Payment Card Industry Data Security Standards. You shall not transmit Customer Personal Information in any unsafe manner or to any person unless you reasonably believe that person will maintain the confidentiality and security of the information. You will protect Customer Personal Information from unauthorized access, use, deletion, degradation, encryption, or disclosure (a “Data Breach”). If you learn of any Data Breach, you will immediately notify us, in any event within twenty-four (24) hours of the breach and will cooperate fully with us to respond to the breach.
You acknowledge that a breach of this section would result in irreparable harm to us that could not be adequately remedied by payment of money damages, and you agree that, in the event of such actual or threatened breach, we may seek equitable relief, including an injunction, and you will not dispute that equitable relief is appropriate or available to us.
You release us and agree to indemnify, defend, and hold harmless Vetcove, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, action, judgment, fine, penalty, interest, audit, investigation, inquiry or other liability (including attorneys’ fees and court costs) (each, a “Claim”) arising from or related to: (a) your actual or alleged act or omission that would be a breach of any representations, warranties or obligations in this Agreement or Applicable Laws; (b) your Sales Channels (other than the Procurement Platform), your Products (including their advertisement, listing, packaging, labeling, offer, sale, performance, fulfillment, defects, and returns), and any Product Content or other materials provided by you to Vetcove, including for any actual or alleged infringement of Intellectual Property Rights by any of the foregoing, and any personal injury, illness, death or property damage related thereto; (c) your personnel (including any act or omission of your personnel or any Claim brought or directed by your personnel); or (d) the collection, payment, or failure to collect or pay your taxes.
VETCOVE WILL NOT BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR ANY OTHER THEORY) OR OTHERWISE, TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY DAMAGES OF ANY KIND, EVEN IF VETCOVE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, VETCOVE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE LESSER OF: (A) THE TOTAL AMOUNTS DURING THE PRIOR SIX (6) MONTH PERIOD PAID OR PAYABLE BY YOU TO VETCOVE FOR THE SERVICES PROVIDED IN CONNECTION WITH THE PROCUREMENT PLATFORM AND RELATED SERVICES (EXCLUSIVE OF COST OF GOODS AND ANY AMOUNTS COLLECTED AND PASSED THROUGH TO THIRD-PARTY PROVIDERS OR VENDORS, AS APPLICABLE); OR (B) FIVE THOUSAND DOLLARS ($5,000).
THE LIMITATIONS SPECIFIED IN THIS LIMITATION OF LIABILITY SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
THE PROCUREMENT PLATFORM AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE OR PROVIDED IN CONNECTION WITH THE PROCUREMENT PLATFORM AND RELATED SERVICES, ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY. VETCOVE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. AS A USER OF THE PROCUREMENT PLATFORM, YOU USE THE PLATFORM AND RELATED SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE PROCUREMENT PLATFORM, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, TRADE PRACTICE, OR USAGE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROCUREMENT PLATFORM AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, COMPATIBLE WITH ANY SOFTWARE OR SYSTEM, TIMELY, SECURE, UNINTERRUPTED, VIRUS-FREE, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS. VETCOVE DOES NOT WARRANT OR GUARANTEE ANY INTENDED RESULTS FROM USING THE PROCUREMENT PLATFORM NOR THE SALE OF ANY PRODUCTS ON THE PROCUREMENT PLATFORM. TO THE EXTENT THAT ANY THIRD-PARTY SERVICES ARE INCORPORATED INTO, OR THE SERVICES RELY UPON ANY THIRD-PARTY SERVICES, VETCOVE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO SUCH THIRD-PARTY SERVICES.
You must maintain at your sole cost and expense throughout the term commercial general and umbrella or excess liability insurance with insurance limits per occurrence and in the aggregate that are reasonably sufficient to cover all liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations, and bodily injury, in addition to any insurance coverage as required by Applicable Laws. You must include Vetcove and its assignees as additional insureds on these policies, a waiver of subrogation in favor of Vetcove, and such policies must be primary and noncontributory with any insurance that Vetcove carries. At our request, you will provide to us certificates of insurance to the following address: legal AT vetcove DOT com.
You may not issue any press release, advertisement or make any public statement related to Vetcove, the Procurement Platform or related Services, or use our name, trademark(s), trade name(s), branding, or logo(s), in any way (including in promotional material) without our prior written consent for each such use, which consent may be withheld in our sole discretion. You may not misrepresent the relationship between us in any way.
Non-Exclusive Agreement. This Agreement is non-exclusive, and each party may contract with others for the same or similar services. Nothing in this Agreement or attachments hereto shall be construed as creating an exclusive arrangement between Vetcove and you regarding the Procurement Platform or Services provided hereunder.
Interpretation. This Agreement will be construed as a whole according to the fair meaning of its language and, regardless of who is responsible for original drafting, will not be construed for or against either party. For purposes of this Agreement and attachments hereto: (i) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; (iii) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; and (iv) “day” and “days” shall mean calendar days. Headings are for reference only and shall not affect the interpretation of this Agreement.
Modification. Vetcove may amend any of the terms and conditions contained in this Agreement at any time and at our sole discretion. Any changes will be effective immediately upon the posting of such changes on the Procurement Platform, and you are responsible for reviewing and informing yourself of all applicable changes or notices. YOUR CONTINUED USE OF THE PROCUREMENT PLATFORM AND RELATED SERVICES AFTER VETCOVE’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
Governing Law. The laws of the state of Florida will govern this Agreement, without reference to rules governing choice of laws. Any disputes arising out of this Agreement shall be exclusively brought in the courts located in Miami-Dade County, Florida. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Arbitration; Waiver of Jury Trial. Vetcove and you both consent that any dispute with Vetcove or its Affiliates or claim relating in any way to this Agreement or your use of the Procurement Platform and related services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) you may assert claims in a small claims court of the state of Florida, if your claims qualify; and (ii) you or we may bring suit in the courts of the state of Florida, waiving our rights to any other jurisdiction, to enjoin infringement or other misuse of Intellectual Property Rights or other equitable rights granted under this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Vetcove at the address provided below, with a copy to legal@vetcove.com. The arbitration will be conducted by the Judicial Arbitration and Mediation Services (“JAMS”) under its rules. Payment of all filing, administration and arbitrator fees will be governed by the JAMS’s rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually-agreed location. Vetcove and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, Vetcove and you each waive any right to a jury trial.
Assignment. You may not assign this Agreement or otherwise transfer any of your rights or obligations under this Agreement, by operation or law or otherwise, without Vetcove’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns.
No Beneficiaries. Except as otherwise expressly set forth herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Vetcove Affiliates. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates.
Use of Subcontractors. You may use subcontractors in your performance under this Agreement and the provision of Products to End Users. If you use subcontractors, you will: (a) be responsible for the acts or omissions of your subcontractors and (b) ensure that your subcontractors act in compliance with this Agreement.
Verifications. We may at any time require you to provide any financial, business, or personal information we request to verify your identity and the representations and warranties you made herein. You agree to update all seller account information promptly upon any change.
Procurement Platform and Services. We have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Procurement Platform and the Services, including by redesigning, modifying, removing, or restricting access to any of them.
No Archival Use. You acknowledge that Vetcove is not providing archival services and that neither the Procurement Platform nor any related services are intended to function as archives. You are responsible for maintaining independent archival and backup copies of your information.
Relationship of the Parties. You and Vetcove are independent contractors. This Agreement does not create any partnership, joint venture, agency, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. Because Vetcove is not your agent, nor any End User’s agent for any purpose, Vetcove will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction. You will not make any statement, whether on your site or otherwise, that would contradict anything in this subsection.
Notices. We will send all notices and other communications regarding this Agreement to you at the email address you designated for notifications and updates in your program application or within the Procurement Platform, or by any other means then specified by Vetcove, effective when sent. We may also communicate with you electronically and in other media, and you consent to such communications regardless of any preferences that you may have indicated on the Procurement Platform. You may change your email address and certain other information on the Procurement Platform. You will ensure that all of your information is up-to-date and accurate at all times. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Any notice, request, demand, or communication required or permitted hereunder to Vetcove shall be in writing and shall be deemed to have been duly given (a) when delivered by certified mail, return receipt requested, postage prepaid, to the address set forth below; or (b) when sent by email to Vetcove at the email address provided below, provided that a confirmation copy is sent by certified mail, return receipt requested, postage prepaid, on the same day:
Vetcove Inc.
382 NE 191st St., PMB 46115
Miami, Florida 33179-3899
ATTN: Legal Department
With a copy to: legal AT vetcove DOT com
Force Majeure. We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
Waiver. The waiver by either party of a breach of any provision of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or any other provision of this Agreement, nor will any delay or omission by either party to exercise or enforce any right or remedy under this Agreement operate as a waiver of any right or remedy.
Severability. If any section of this Agreement is deemed unlawful, void, or unenforceable, then that section shall be deemed severable, and the remainder of this Agreement will remain in force.
Integration; No Reliance. This Agreement governs your access to and use of the Procurement Platform. By accessing and using the Procurement Platform, you represent and warrant that you are not relying on any promises or statements of fact not contained herein when deciding whether or not to enter into this Agreement.
Entire Agreement. This Agreement, together with Vetcove’s Privacy Policy (subject to change from time to time), represents the entire agreement between the parties with respect to the Procurement Platform and any related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
As used in this Agreement, the following terms have the following meanings:
“Affiliate” means, with respect to an entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
“Applicable Law(s)” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level) of competent jurisdiction applicable to a party hereunder.
“Authorized User(s)” means those employees, agents, or representatives of Retailer who are designated by Retailer to access and use the Services, including the Vendor Portal, on Retailer’s behalf, solely for purposes permitted under this Agreement.
“Intellectual Property Rights” means any and all registered and unregistered rights grant, applied for, or otherwise now or hereafter in existence or recognized under or related to any U.S. or international patent, copyright, trademark, domain name, moral right, goodwill, trade secret right, including any modifications or improvements of any of the foregoing, or any other intellectual property right arising under any Applicable Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
“Order Information” means, with respect to your Products ordered through the Procurement Platform, the order information and shipping information provided or made available to you through the Vendor Portal.
“Services” means your use and access to the Procurement Platform, including the Vendor Portal, and all related services provided or made available by Vetcove, in accordance with the terms and conditions set forth in this Agreement.
“Sales Channel” means all sales channels and other means through which an entity, or any of its Affiliates, offers products or services, other than physical stores.
“Transaction Information” means Order Information and any other data or information acquired by you or by your Affiliates from Vetcove, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties’ performance under this Agreement.