Terms of Use PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE. By using this site, you agree to these Terms and Conditions of Use (“Terms”). If you do not agree to the Terms, do not use this site. If you are agreeing to the Terms on behalf of a company or other entity, you represent and warrant that you have the authority to do so, that the company or entity will be responsible for all use by any individual on behalf of the company or entity, that such individual shall remain individually responsible for his or her use, and that such company or entity agrees to, and is hereby bound by the Terms, and in such a case the term “you” shall mean the individual as well as the company or entity, its affiliates, parents and subsidiaries. 1. The Site. For the purposes of the Terms, the term “Site” means, collectively, all Covetrus, Inc. (“Company”) and its affiliates’ websites and networks, including any material published on the Site or otherwise available through the Site, including, without limitation, any Company documentation, data, blog posts, discussions, Apps, tools, clinical content, algorithms, applications, insights, results, outputs, reports, code, software, and Third Party Content and other materials or information (“Content”). 2. Use of Services. Company provides various services through the Site, which may include, but are not limited to, analytics and reporting tools (e.g., Pulse analytics), prescription management systems, and online pharmacy services. Each of these services may be subject to specific terms and conditions, which will be presented to you prior to your use of such services and your use of any specific service constitutes your agreement to its applicable terms and conditions. 3. Terms Applicable to the Site and Specific Content. Third Party Content may be subject to separate terms and conditions (for example end user license agreements) and your use of such Third Party Content constitutes your agreement to such terms and conditions (“Third Party Terms”). “Third Party Content” is Content, products and services of third parties, including, without limitation, any users, advertisers, affiliates, contributors and sponsors on the Site or otherwise included as part of the Site. In the event of a conflict or inconsistency between these terms and such Third Party Terms, the Third Party Terms will control in relation to that Third Party Content only and the Terms will control in relation to any other Content. The Site may provide links to other websites and access to Third Party Content. Company is not responsible for Third Party Content provided on or through the Site or for any changes or updates to such Third Party Content. Company does not recommend and does not endorse the content on any third-party websites. Company is not responsible for the content of linked third-party sites, sites framed within the Site, third-party sites provided as search results, or third-party advertisements, and does not make any representations or warranties regarding their content or accuracy. Your use of third-party websites and Third Party Content is at your own risk and subject to the terms and conditions of use for such sites. Company does not endorse any product, service or treatment advertised or otherwise accessed on or through the Site. 4. No Veterinary Advice. Treatment for any health condition is not provided through the Site and should not be administered without a proper veterinary examination conducted by a veterinarian considering the pet’s complete and overall medical condition, history and other information. Although some of the Content and other information available on or through the Site may be provided by individuals in the veterinary profession, or related to animal healthcare, you acknowledge that the provision of such information does not create a veterinarian/client relationship and does not constitute veterinary advice. Company does not recommend or endorse any specific test, veterinarian, medication, procedure or other information that may appear on the Site. Your use of the Site and Content is at your own risk. The Site, including, without limitation, Content, blogs, graphics, images, studies, and other information of Company, its licensors and other third parties, are not veterinary advice, and are intended for informational purposes only. 5. Limitations on Use. Conditioned upon your compliance with the Terms, Company grants you a non-exclusive, limited, non-sublicensable license to access the Site and Company’s Content, for its intended use only, and only for your personal, noncommercial use. Unless explicitly authorized by the Terms, you may not, and shall not permit any third party to,: (a) copy, modify, or make derivative works of the Site or any Content; (b) sublicense, lease, sell, rent, use or otherwise transfer or make available the Content to any third-party; (c) reverse engineer, decompile, disassemble, or attempt to derive the source code or equivalent of the Site or any Content; or; (d) remove, alter, cover, or distort any copyright or patent notices, or other proprietary attribution on or in the Site or Content. 6. Use of Your Data and Reservation of Rights. 6.1 Use of Your Data. “Your Data” means all information, data, and materials provided by you or on your behalf in connection with your use of the Site or Content, whether in electronic form or otherwise, but does not include Content owned or provided by Company. You hereby grant Company a worldwide, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free, transferable, and sublicensable license to use Your Data, for the purpose of allowing Company and its affiliates to provide its services, and to market, send email communications, develop, troubleshoot, improve, and commercially offer its services. 6.2.1 Prohibited Actions. You shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Site, Content, or any software provided by Company, or create derivative works based on the Site, Content, or software, except to the extent such activities are expressly permitted by applicable law notwithstanding this prohibition. 6.2.2 Feedback. If you provide Company with any suggestions, comments, ideas, or other feedback regarding the Site, Content, or services (“Feedback”), you hereby assign to Company all right, title, and interest in such Feedback, including all intellectual property rights therein. To the extent such assignment is not effective, you grant Company a worldwide, perpetual, irrevocable, fully-paid, royalty-free, transferable, and sublicensable license to use, reproduce, modify, and otherwise exploit such Feedback for any purpose. 6.3 Non-Confidential Information. Subject to any applicable terms and conditions set forth in our Privacy Policy, any communication or other material that you send to us through the Internet or post on the Site by electronic mail or otherwise, such as questions, comments, suggestions or the like, is and will be deemed to be non-confidential and Company shall have no obligation of any kind with respect to such information. Company shall be free to use any ideas, concepts, know-how or techniques contained in such communication for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products and services. 7. Changes to the Terms and Site Content. Company reserves the right to modify the Terms at any time at its sole discretion without notice. The most current Terms may be found by clicking on the Terms of Service link on the Site. Your continued use of the Site following any change in the Terms, indicates your agreement to those updated Terms. Additionally, Company reserves the right to alter, modify, update, or remove Content at any time at its discretion. 8. Disclaimers of Warranty. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ALL CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY WITH RESPECT TO THE SERVICES AND CONTENT. ANY CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED ON OR THROUGH THE USE OF THE SERVICES IS USED AT YOUR OWN DISCRETION AND RISK. YOU ARE RESPONSIBLE FOR BACKING UP YOUR OWN DATA AND CONTENT, INCLUDING ANY THIRD PARTY CONTENT AND COMPANY SHALL HAVE NO LIABILITY FOR ANY DAMAGE OR LOSS TO ANY SUCH DATA OR CONTENT OR DAMAGE OR LOSS TO YOUR COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SITE OR CONTENT. 8.1 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS, AND SERVICE PROVIDERS EXCLUDE AND DISCLAIM LIABILITY, AND SHALL NOT BE LIABLE FOR, FOR ANY AND ALL LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; LOSS OF USE; LOSS OF DATA; LOSS CAUSED BY A VIRUS; LOSS OF INCOME OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; CLAIMS OF THIRD PARTIES; OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR CONTENT. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND THE CONTENT AND YOUR DATA. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF COMPANY AND ITS AFFILIATES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). 9. Data and Privacy. While the comprehensive details of Company’s data practices are set forth in the Privacy Policy, this section provides a summary of our approach to data. Company collects, uses, and protects data, including user and patient owners’ data, in accordance with applicable laws and its Privacy Policy. We collect data necessary to provide, maintain, and improve our services, and to communicate with you. This may include personal information, usage data, and, where applicable, patient owner-related information. You acknowledge and agree that Company may collect, use, and disclose de-identified and aggregated data derived from your use of the Site and services for analytics, research, product development, service improvement, and other legitimate business purposes, provided that such data cannot reasonably be used to identify you. Any personal information you submit to Company is governed by the Privacy Policy. Please review the terms of our Privacy Policy here 10. Acceptable Use Policy. In order to preserve the quality and security of the Site, and out of respect for other users, you agree not to: (a) access or use the Site in any manner that could damage, disable, overburden, or impair any Company accounts, the Site, computer systems, or networks hosting the Site, or other users of the Site; (b) attempt to gain unauthorized access to any parts of the Site or any Company accounts, computer systems or networks; (c) interfere or attempt to interfere with the proper working of the Site or any Company accounts, computer systems or networks, or; (d) use any robot, spider, scraper or other automated means to access the Site or any Company accounts, computer systems or networks without Company’s express prior written permission. You further agree not to use the Site in a manner that: (a) is false or misleading; (b) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (c) invades another’s privacy or includes, copies or transmits another’s confidential, sensitive or personal information; (d) promotes racism, hatred or harm against any group or individual; (e) is obscene or not in good taste; (f) violates or infringes or promotes the violation or infringement of another’s rights, including Intellectual Property rights; (g) violates or promotes the violation of any applicable laws, rules or Regulations; (i) contains a solicitation of funds, goods or services, or promotes or advertises goods or services; or (j) introduces any virus, Trojan horse, or other component designed to limit or harm the functionality of the Site or any Company accounts, a network or computer. Company may report violators to the relevant authorities and may act under the fullest extent of applicable laws to enforce these terms. 10.1 Prohibited Transmissions. Pursuant to Section 230 of the federal Communications Decency Act, providers of interactive computer services shall not be treated as the publisher or speaker of any information provided by another information content provider. Although Company may from time to time monitor or review discussions, chats, postings, transmissions, bulletin boards, and the like on the Site, if any, Company is under no obligation to do so and assumes no responsibility or liability arising from the content of any such pages or utilities nor for any third party’s error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within such pages or utilities on or within the Site. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. 10.2. Security and Password Management. Your use of the Site may require you to open an account, and if so you must complete the registration process by providing Company with current, complete and accurate information as required by the applicable registration form. You may also be required to choose a password and a user name. Access to and use of password protected or secure areas of the Site are restricted to you and your authorized users only, and you are solely responsible for your authorized users’ compliance with the Terms. Each authorized user requires their own username and password. You agree not to share your password(s), account information, or access to the Site with any other person. You are solely responsible for maintaining the confidentiality of passwords and account information, and you are fully responsible for all activities that occur under your passwords or accounts or as a result of your access to the Site. You agree to immediately notify Company of any unauthorized use of your passwords or accounts or any other breach of security. 10.3 Account Creation and Responsibilities. In order to access certain features of the Site, you may be required to create an account and provide certain information. You represent and warrant that all registration information you submit is truthful and accurate, and you agree to maintain the accuracy of such information at all times. You are responsible for maintaining the confidentiality of your account login credentials and are fully responsible for all activities that occur under your account. You may delete your account at any time by following the instructions on the Site. Company may suspend or terminate your account in accordance with Section 11. 11. Termination. 11.1 Termination by Company. Company reserves the right, in its sole discretion, to suspend or terminate your account and access to the Site and Content, at any time and for any reason, including, without limitation, if you violate these Terms. 11.2 Effect of Termination. Upon any termination of your account or access to the Site and Content: (a) all rights and licenses granted to you under these Terms will immediately cease; (b) you must immediately cease all use of the Site and Content; (c) you acknowledge that Company may delete all Your Data and other data associated with your account, and Company will not be liable to you or any third party for such deletion; and (d) you will remain liable for any obligations incurred or charges accrued prior to the effective date of termination. 12. Copyright Concerns and Procedures. If you believe any materials accessible on or from the Site infringe your copyright rights, you may request removal of those materials from the Site by contacting Company’s copyright agent (identified below) and providing the following information in a notarized statement under penalty of perjury, the following: (a) identification of the material that you believe to be infringing and its location in enough detail to allow Company to locate and identify it. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material; (b) your name, address, telephone number and (if available) e-mail address; (c) a statement by you that you are the owner of the infringed content, and that you have a good faith belief that the complained of use is not authorized by you, your agent, or the law (including under fair use), and; (d), your signature as the copyright holder or authorized representative. 13. General Terms. 13.1 Waiver and Severance. Company’s failure to enforce any provision of the Terms shall not constitute a waiver of such right. If any term of the Terms is found to be unenforceable, that term is to be modified to make that term legal and enforceable, and the balance of the Terms within that section, and the remainder of the Terms shall continue in full force and effect, such change to be made in a manner to maximize the enforcement of the remaining terms. If the prohibition on class arbitrations in Section 14.2.6 (Class Action Waiver) is found invalid, unenforceable, or illegal, you and Covetrus, Inc. agree that the entire agreement to arbitrate (but not the separate class action waiver) will be void and unenforceable and any dispute will be resolved in court subject to the Choice of Law and Venue provision herein. 13.2 Choice of Law and Dispute Resolution. The Terms and any disputes between the parties under or relating to the Terms or Company, whether in contract, tort or otherwise, shall be governed by the laws of the State of Delaware, without reference to conflict of laws principles. Company may bring an action for injunctive relief or other equitable relief in any proper jurisdiction and/or venue to protect its Intellectual Property rights or to enforce the terms of these Terms. The Parties hereby waive any claim of lack of jurisdiction or inconvenient forum within the venues and jurisdictions agreed to herein. 13.2.1 PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND, TO THE EXTENT ALLOWED UNDER APPLICABLE LAW, PARTIES WAIVE THEIR RIGHTS TO A JURY TRIAL, AND DISCOVERY PROCEDURES AND APPELLATE RIGHTS ARE MORE LIMITED THAN IN COURT. 13.2.2 Disputes that Must Be Arbitrated. Except as specifically stated herein, you agree that any disputes, actions, and claims relating to your use of the Site and all matters arising out of or related to these Terms (“Disputes”) that are not resolved informally shall be resolved exclusively by final binding arbitration, except that you may assert claims in small claims court if your claims qualify. 13.2.3 Informal Negotiation. In the event of a Dispute, you and Company agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a dispute informally. The claiming party must send to the other party a notice of dispute (“Notice of Dispute”), which is a written statement that sets forth the name, address, and contact information of the party giving the notice, detailed factual information sufficient to evaluate the merits of the claiming party’s individualized claim, and the specific relief sought. You must send any Notice of Dispute to: legal@covetrus.com. We will send any Notice of Dispute to you at the contact information we have for you. You and Company will attempt to resolve a dispute through informal negotiation within sixty (60) days beginning from the date the Notice of Dispute is sent. 13.2.4 Binding Individual Arbitration. If you and Company do not resolve a Dispute by Informal Negotiation, you and Company agree that the Dispute shall be resolved exclusively by final binding individual arbitration, except that you may assert claims in small claims court if your claims qualify. The arbitration will be conducted by the American Arbitration Association according to its Commercial Arbitration Rules and the Federal Arbitration Act. The arbitration shall take place in Wilmington, Delaware. You and Company are each giving up the right to have Disputes resolved in court before a judge and/or jury (except as stated otherwise in this Dispute Resolution section). 13.2.5 Notice and Filing. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU OR COMPANY MUST START ARBITRATION OF A DISPUTE WITHIN ONE (1) YEAR FROM WHEN THE DISPUTE FIRST AROSE. IF APPLICABLE LAW REQUIRES YOU OR COMPANY TO BRING A CLAIM FOR A DISPUTE SOONER THAN ONE YEAR AFTER THE DISPUTE FIRST AROSE, THAT SHORTER DEADLINE APPLIES INSTEAD. 13.2.6 Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISPUTES, CLAIMS, AND CONTROVERSIES NOT SUBJECT TO THE REQUIREMENT TO ARBITRATE (INCLUDING, BUT NOT LIMITED TO, CLAIMS FILED IN SMALL CLAIMS COURT) MAY NOT BE AGGREGATED TOGETHER IN A CLASS ACTION AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARTIES WAIVE THEIR RIGHT TO INITIATE OR PARTICIPATE IN A CLASS ACTION. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND COMPANY WILL ONLY BRING DISPUTES, CLAIMS, OR CONTROVERSIES IN AN INDIVIDUAL CAPACITY ONLY AND SHALL NOT: (A) SEEK TO BRING, JOIN, OR PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION, COLLECTIVE OR CLASS-WIDE ARBITRATION, OR ANY OTHER ACTION WHERE ANOTHER INDIVIDUAL OR ENTITY ACTS IN A REPRESENTATIVE CAPACITY (LIKE PRIVATE ATTORNEY GENERAL ACTIONS); OR (B) CONSOLIDATE OR COMBINE INDIVIDUAL PROCEEDINGS OR PERMIT ANOTHER TO DO SO WITHOUT THE EXPRESS CONSENT OF ALL PARTIES TO THESE TERMS. 13.3 Contact Information. If you have any questions regarding the Terms, please contact Company at legal@covetrus.com 13.4 Indemnification. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS COVETRUS, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND THIRD PARTY PARTNERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION BY YOU OF THESE TERMS OR ANY ACTIVITY RELATED TO YOUR ACCOUNT (INCLUDING NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING THE SITE USING YOUR ACCOUNT. 13.5 Forward Looking Statements. This Site may contain forward-looking statements about Company’s financial and operating performance, business plans and prospects, in-line products and products in development that involve substantial risks and uncertainties. Actual results could differ materially from the expectations and projections set forth in those statements. Such risks and uncertainties include, among other things, the uncertainties inherent in pharmaceutical and veterinary research and development; decisions by regulatory authorities; competitive developments; challenges to the validity and enforcement of Company’s patents; trends toward managed care and health care cost containment; governmental laws and regulations affecting health care; and general economic conditions, such as interest rate and foreign currency exchange rate fluctuations. Company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments. 13.6 Release. You hereby release and discharge Company and its affiliates, officers, employees, and agents from any and all claims, demands, causes of action, damages, or liabilities of any kind, known or unknown, arising out of or relating to any dispute or interaction with other users of the Site or other users of any Third Party Content. If you are a California resident, you expressly waive California Civil Code § 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” 13.7 Export Compliance. The Site may be subject to United States export control laws and regulations and may be subject to export or import controls in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any technical data acquired from the Site, or any products utilizing such data, in violation of United States export laws or regulations. 13.8 Electronic Communications. You consent to receive communications from Company in electronic form, whether by email, by posting notices on the Site, or by other electronic means. You agree that all terms, conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. 13.9 Entire Agreement; Assignment. These Terms, together with the Privacy Policy and any other legal notices published by Company on the Site, constitute the entire agreement between you and Company regarding your use of the Site. These Terms may not be assigned, transferred, or sublicensed by you without Company’s prior written consent. Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms shall be binding on and inure to the benefit of the parties, their successors, and permitted assigns.