Covetrus vRxPro^™ Terms of Service

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Updated: May 2024

This Covetrus vRxPro Terms of Service (“Agreement”) is made as of the Effective Date by and between Covetrus North America LLC, on behalf of itself and its affiliates and subsidiaries (“Covetrus”] and Covetrus’ client as specified in the Covetrus vRxPro Enrollment Form (on behalf of itself and any applicable practices) (“Client”) Covetrus and Client may be referred to individually as a “Party” and collectively as the “Parties”).

SECTION A GENERAL TERMS AND CONDITIONS

NOW THEREFORE, in consideration of the mutual promises and understandings set forth herein, the Parties agree as follows:

1. Definitions. Any capitalized term used but not defined in Section B below shall have the meaning given to it in the Agreement.

2. Services. During the term of this Agreement, Covetrus shall provide the Services to Client. Client may access and use the Services for internal use only. Covetrus retains all rights, title, and interest in and to the Services including without limitation all software included in and used to provide those Services. This Agreement does not grant Client (a) any right to reproduce, modify, distribute, or publicly display or perform the software included in the Services or (b) any other right to the Services not specifically set forth herein.

3. Client Obligations.

3.1. Client shall:

3.1.1. be responsible for determining the level of access that each Authorized User has to access and use the Service. Covetrus shall not be responsible for Client’s use, or inability to use, the Services arising out of or in connection with any act or omission by any Authorized User;

3.1.2. maintain a written, up to of date list of current Authorized Users and provide such list to Covetrus within five (5) Business Days after Covetrus’ written request thereof;

3.1.3. keep secure and confidential logins and passwords for Authorized Users access and use of the Services and ensure that Authorized Users keep such logins and passwords secure and confidential;

3.1.4. 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;

3.1.5. allow Covetrus to audit Client’s use of Services, at a time and in a manner as mutually agreed upon by the parties which shall not exceed one time per 12 month period, in order to establish whether such use is in accordance with the Agreement;

3.1.6. on demand, pay Covetrus an amount of any underpayment of Fees discovered by Covetrus through undertaking the audits referred to above.

3.1.7. prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, Client shall promptly notify Covetrus of any unauthorized access upon becoming aware of the unauthorized access.

3.1.8. be responsible for any acts or omissions by Authorized Users relating to the use of the Services the same as if Client had committed the act or omission itself.

3.2. Client shall not:

3.2.1. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Covetrus’ software used to provide the Services;

3.2.2. access all or any part of the Services to build a product or service that competes with the Services;

3.2.3. make the Services available to any third party except Authorized Users in accordance with the Agreement;

3.2.4. use or publish any of Covetrus’ branding, trademarks, or logos without Covetrus’ prior written permission, which Covetrus can revoke at its sole discretion; or

3.2.5. otherwise access or use the Services beyond the scope of the authorizations granted hereunder.

4. Charges and Payment.

4.1. Product Pricing. Covetrus and the Client shall set the prices for products offered through the online storefront, which will be clearly indicated on the respective product pages. Prices may be subject to change based on various factors, such as changes in the market or cost increases, and Covetrus reserves the right to amend product prices at any time without prior notice.

4.2. Service Fees. For each purchase made through the online storefront, Covetrus will charge a service fee as outlined in the Covetrus vRxPro Enrollment Form.

4.3. Payment Processing. Covetrus shall be responsible for processing all payments for purchases made through the Services, handling related customer service issues, and managing any disputes, returns, or refunds. All proceeds from payment processing (the “Proceeds”) will be deposited into a settlement account managed by, or on behalf of, Covetrus.

4.4. Payment Processing Fee. Covetrus will charge the Client a payment processing fee for the payment processing services as outlined in the Covetrus vRxPro Enrollment Form.

4.5. Allocation of Proceeds. Parties agree that:

4.5.1. Covetrus shall calculate and allocate the Proceeds in accordance with the terms of this Agreement and the agreed fees;

4.5.2. Covetrus shall have the right to deduct any amount owed to it from the Proceeds; and

4.5.3. Client’s share of the Proceeds, net of fees, taxes, refunds, chargebacks and other deductions, shall be remitted to the Client once a month.

4.6. Changes in Fees. Covetrus reserves the right to modify its fee structure, including service fees and payment processing fees, at its discretion. Any such changes will be communicated to Clients in a timely manner and will only apply to transactions made after the effective date of such changes.

4.7. Taxes. All product prices and fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments (collectively, “Taxes”). Clients are responsible for payment of all Taxes associated with their purchases. If Covetrus has a legal obligation to pay or collect Taxes for which Practice Clients are responsible, Covetrus will include that amount at checkout, and Practice Clients agree to pay that amount.

5. Compounded Products.

5.1. Subject to the rules and regulations of the state where Client, or the relevant practice, is located, the Client may elect to procure compounded products, which may include schedule II, III, IV, or V compounded preparations under U.S. Code section 812, herein referred to as “Compounded Products.” The acquisition and use of these Compounded Products are subject to compliance with all applicable local, state, and federal laws, rules, and regulations.

5.2. In the event of any adverse reactions or events involving Compounded Products, Client must contact Covetrus both via phone and in writing within twenty-four (24) hours of becoming aware of such an event. The incident report should encompass essential information including the drug name, strength, lot number, beyond-use date, dosage administered, the date of first and last exposure, the time span between the dose and reaction, a detailed description of the reaction, pet owner’s name and contact information, and the animal species involved.

6. Confidentiality & Restrictive Covenants

6.1. Confidential Information. The Recipient will treat all Confidential Information as confidential and proprietary. Recipient will not disclose Confidential Information to any third party, nor use that information, directly or indirectly, other than as contemplated by this Agreement or as required by applicable law, without the express written consent of the Disclosing Party.

6.2. Ownership of Information. Documents or other media or materials containing information (including in electronic format) of the Disclosing Party that both Parties are required to keep confidential hereunder will remain the property of the Disclosing Party and those materials (along with all copies thereof) will be returned to disclosing Party or destroyed, as directed by Disclosing Party, upon termination of this Agreement, or when requested by Disclosing Party.

7. Ownership of Intellectual Property. Each Party retains all rights, titles and interests in its intellectual property rights. Except as expressly provided herein, nothing herein grants any Party the intellectual property rights of the other Party.

8. Term and Termination. 

8.1. Term. The term of this Agreement begins on the Effective Date and continues until this Agreement is terminated

8.2. Termination for convenience. Either Party may terminate this Agreement, without cause, by giving the other Party 90 days’ prior written notice. 

8.3. Termination for cause. A Party may terminate this Agreement (i) for any material breach not cured within 30 days following written notice of such breach, (ii) immediately upon written notice if the other Party files for bankruptcy, becomes the subject of any bankruptcy proceeding or becomes insolvent; (iii) immediately upon written notice of a Force Majeure event (defined below) for 10 or more consecutive business days, so long as such notice is given no later than five business days after the conclusion of such Force Majeure event; (iv) where either Party is prohibited from the performance or receipt of Services by order of any governmental authority or court of competent jurisdiction or (v) if Client is no longer a licensed veterinary professionals, or authorized representatives of a licensed veterinary clinic, practice or hospital.

8.4. Regulatory Termination. If any law, rule, or regulation is enacted or modified or there is any substantial change in the judicial, administrative, or regulatory agency 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 intended 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 written notice to the other Party.

9. Suspension. Covetrus may suspend all access to and use of the Services by Client or any Authorized User immediately in the event of any breach or threatened breach of this Agreement and will provide notice to Client of such suspension as soon as reasonably practicable.

10. Notices. All notices, requests and other communications under this Agreement shall be given in writing and sent to the mailing addresses below:

11. Third Party Service Providers. Covetrus may rely on provision of services by third parties in order to provide Services, and, as a result, Services may be subject to limitations, delays and other problems inherent in the use of the Services that is not under the control of Covetrus. Covetrus will not be responsible for any delays, delivery failures, or any other loss or damage arising out of or in connection with any services provided by any third party service providers.

12. Feedback rights. Parties agree that any Feedback Client or an Authorized User provides to Covetrus shall not be deemed Confidential Information and nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement shall restrict Covetrus’ right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Client or the Authorized User.

13. Transition Services. After either Party’s notice of termination, Covetrus shall assist Client with transition to an alternative vendor or to in-house operations pursuant to Covetrus’ then-standing transition policies (the “Transition Services”); provided that (a) Covetrus has no reasonable basis to believe that Client is in breach of this Agreement and (b) Client pre-pays Covetrus’ standard fees for Transition Services. Covetrus has no obligation to provide Transition Services or retain any data related to providing the Services to Client after termination of this Agreement.

14. Client Data. Covetrus acknowledges that, as between Covetrus and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to Client Data. Client hereby grants to Covetrus a non-transferable, non-exclusive, royalty-free, worldwide license to reproduce, distribute, and use and display the Client Data to provide the Services to Client, and to the extent that Covetrus is required to disclose and retain such Client Data in compliance with local, state, and federal regulations, manufacturer anti-diversion programs, or for legal or regulatory compliance purposes. All use of Client Data shall be in compliance with this Agreement, Covetrus’ Data Processing Agreement (Covetrus Data Processing Addendum), and Covetrus’ Privacy Policy (Privacy Policy – Covetrus), as may be updated from time to time, at the discretion of Covetrus, but in no event shall any update materially limit Client’s rights or Customers’ rights to privacy in such Client Data.

15. Analytics Data and Proprietary Trade Secrets

15.1. Analytics Data as Proprietary Trade Secrets.

15.1.1. Parties agree that Covetrus shall have the right to perform Analytics on any data collected or generated by Covetrus during the course of providing the Service.

15.1.2. The Client acknowledges, understands, and agrees that the Proprietary Trade Secrets constitute proprietary trade secrets of Covetrus. The Proprietary Trade Secrets are proprietary, sensitive, and confidential, and the unauthorized disclosure or use thereof would cause irreparable harm to Covetrus’ business, operations, competitive position, and future prospects.

15.1.3. Protection of Proprietary Trade Secrets. The Client agrees to maintain the confidentiality of Covetrus’ Proprietary Trade Secrets and to not access, use, disclose, disseminate, copy, reproduce, reverse engineer, derive or otherwise make available any works from Covetrus’ Proprietary Trade Secrets, whether in whole or in part, except as expressly permitted under this Agreement or with the prior written consent of Covetrus. The Client further agrees to implement all necessary and reasonable measures to prevent unauthorized access to or use of Covetrus’ Proprietary Trade Secrets.

15.1.4. Exclusion of Client’s Right. The Client unequivocally relinquishes any right, claim, or expectation to access, review, or derive benefit from Covetrus’ Proprietary Trade Secrets. This exclusion applies regardless of the format, level of detail, or medium of the Proprietary Trade Secrets, and includes, without limitation, any Analytics Data, as well as any interpretations, insights, predictions, scores, or models derived from the Analytics Data.

15.1.5. Survival of Obligations. The obligations under this section shall survive the termination or expiration of this Agreement for any reason.

16. Equitable Relief. Client acknowledges that any breach or threatened breach of the provisions of this Agreement could result in serious and irreparable injury to Covetrus for which Covetrus may not be adequately compensated by money damages alone. Client agrees that in the event of such a breach or threatened breach by it, in addition to any other remedy Covetrus may have at law or in equity, Covetrus is entitled to seek specific performance of such provisions and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the requirement of posting a bond.

17. Non-Exclusivity. Client acknowledges that Covetrus may provide similar Services as those being provided to Client to third parties.

18. Independent Contractor. The Parties’ relationship is that of an independent contractor, and nothing in this Agreement creates a partnership, agency, joint venture, employment or similar relationship. Neither Party is entitled to any of the benefits that the other Party may make available to its employees, including but not limited to, group health or life insurance, workers compensation, payroll tax deductions, profit-sharing or retirement benefits, or any other benefit.

19. Covetrus Warranties. Covetrus represents, warrants and covenants to Client that Covetrus will provide commercial reasonable efforts in the perform of the Services, provided that (i) Client has not used the Services with an application, in an environment, or in a manner other than as set forth in the Documentation or upon prior consent from Covetrus and (ii) no modifications were made to the Services by anyone than Covetrus without Covetrus’ prior written consent.

20. Mutual Warranties. Each Party represents, warrants and covenants to the other that: (i) the terms of this Agreement do not violate any existing agreements or other obligations to which it is bound; and (ii) it has the requisite legal authority to enter into this Agreement; and (iii) that it shall comply with all laws applicable to its performance hereunder.

21. Assignment. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other, which consent may not be unreasonably withheld; provided, however, that either Party may assign this Agreement to any affiliate, or to a person or entity into which it has merged or which has otherwise succeeded to all or substantially all of its business or assets to which this Agreement pertains, by purchase of stock, assets, merger, reorganization or otherwise and which has assumed in writing or by operation of law its obligations under this Agreement; provided further, however, that Client may not assign this Agreement to a direct competitor of Covetrus. Any assignment or attempted assignment in breach of this Section 23 is void. This Agreement is binding upon and inures to the benefit of the Parties’ respective successors and assigns.

22. INDEMNIFICATION. EACH PARTY SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OTHER PARTY FROM AND AGAINST ANY AND ALL ACTIONS, LIABILITIES, LOSSES, DAMAGES, CLAIMS AND DEMANDS, WHATSOEVER, OF OR BY A THIRD PARTY, INCLUDING COSTS, EXPENSES, AND ATTORNEYS’ FEES RESULTING FROM OR CLAIMED TO HAVE RESULTED FROM ANY INTENTIONAL, FRAUD OR GROSS NEGLIGENT ACTS OR OMISSIONS OF THE INDEMNIFYING PARTY OR ITS EMPLOYEES OR AGENTS ENGAGED IN THE WORK UNDER THIS AGREEMENT AT THE TIME OF THE EVENT OR OCCURRENCE UPON WHICH SUCH ACTIONS, CLAIMS, OR DEMANDS ARE BASED. IN ADDITION, CLIENT SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS COVETRUS FROM AND AGAINST ANY AND ALL ACTIONS, LIABILITIES, LOSSES, DAMAGES, CLAIMS AND DEMANDS, WHATSOEVER, OF OR BY A THIRD PARTY, INCLUDING COSTS, EXPENSES, AND ATTORNEYS’ FEES RESULTING FROM OR CLAIMED TO HAVE RESULTED FROM (A) COVETRUS’ USE OF CLIENT DATA IN ACCORDANCE WITH THIS AGREEMENT; AND/OR (B) CLIENT’S MISUSE OF THE SERVICES. IF BOTH PARTIES, INCLUDING THEIR RESPECTIVE EMPLOYEES OR AGENTS, JOINTLY CAUSED THE LIABILITY, THEN EACH PARTY MUST CONTRIBUTE TO THE COMMON LIABILITY A PRO RATA SHARE BASED UPON ITS RELATIVE DEGREE OF FAULT. IF AN INDEMNIFICATION OBLIGATION IS TRIGGERED UNDER THIS AGREEMENT, THEN (A) THE PARTY SEEKING INDEMNIFICATION WILL PROMPTLY PROVIDE THE INDEMNIFYING PARTY WITH NOTICE OF THE CLAIM, SUIT, EVENT, OR ISSUE PERTAINING TO THE INDEMNIFICATION, (B) THE PARTY SEEKING INDEMNIFICATION WILL PERMIT THE INDEMNIFYING PARTY TO HAVE SOLE CONTROL OF THE DEFENSE OF THE CLAIM OR SUIT AND PROVIDE REASONABLE COOPERATION TO THE INDEMNIFYING PARTY WITH REGARD THERETO (PROVIDED THAT THE INDEMNIFIED PARTY RETAINS THE ABILITY TO PARTICIPATE IN THE DEFENSE AT ITS OWN EXPENSE), AND (C) NO SETTLEMENT SHALL BE ENTERED INTO ON BEHALF OF THE INDEMNIFIED PARTY THAT DOES NOT INCLUDE A FULL RELEASE OF LIABILITY IN FAVOR OF THE INDEMNIFIED PARTY, WITHOUT THE INDEMNIFIED PARTY’S PRIOR WRITTEN CONSENT.

23. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COVETRUS DOES NOT REPRESENT THAT CLIENT’S USE OF THE SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR FREE. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COVETRUS IN ANY MEANS OR FASHION CREATES ANY WARRANTY THAT IS NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

24. LIMITATION ON LIABILITY. THE AGGREGATE LIABILITY OF A PARTY, ITS SERVICE PROVIDERS, OR CONTRACTORS, ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO COVETRUS UNDER THIS AGREEMENT WITHIN THE PRECEDING TWELVE (12) MONTHS, EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 25 OF THIS AGREEMENT, THE PARTIES’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS OBLIGATIONS UNDER THIS AGREMENT, THE PARTIES’ CONFIDENTILIATY OBLIGATIONS UNDER SECTIONS 8 AND 18 OF THIS AGREEMENT, OR CLIENT’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY OR THEIR SERVICE PROVIDERS, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE OR LOSS OF PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT FOR CLIENT’S OBLIGATIONS UNDER SECTION 18. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

25. Force Majeure. Neither Party incurs any liability to the other Party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if and to the extent that the delay or failure is caused by events, occurrences, or causes beyond the control and without negligence of the Parties, including, without limitation, acts of God, pandemics, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions, but the inability to meet financial obligations is expressly excluded.

26. Governing Law. This Agreement is governed by and construed under the laws of the State of Delaware without regard to its choice of law rules.

27. No Waiver. The failure of either Party to insist upon the strict performance by the other Party of any provision of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall not constitute a waiver of such breach or of such provision or any other provision of this Agreement. The failure of either Party to exercise its rights to enforce any provision of this Agreement shall not prevent such Party from fully exercising its rights or enforcing any provision at another time.

28. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute a single instrument. Signatures submitted via electronic signature shall have the same force and effect as originals.

29. Severability. Each provision, paragraph and subparagraph of this Agreement constitutes a distinct and separate covenant, and if any provision, paragraph, or subparagraph is adjudged by any court of law or arbitrator to be void or unenforceable in whole or part, such adjudication shall not be deemed to affect the validity of the remainder of this Agreement or, or of any other provision, paragraph, or subparagraph of this Agreement.

30. Survival. Provisions of this Agreement that are intended to survive termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive.

31. Headings. The headings of sections included in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

32. No Implied License. Nothing in this Agreement grants to either Party any rights under any patents, trademarks or other intellectual property of the other Party except as specifically delineated in this Agreement. Any license rights in this Agreement are contingent upon the licensee Party performing all of its obligations under this Agreement. The removal or waver of any contingency requires the written approval of both Parties. Notwithstanding this Section 35, upon express prior written consent in each instance, Covetrus shall be allowed to use Client’s name on its website and in other marketing materials as demonstration of having provided services for Client.

33. Amendment; Entire Agreement; Precedence. No modification of, amendment or addition to this Agreement is valid or binding unless set forth in writing and executed by authorized representatives of Covetrus and Client. This Agreement, including all terms attached hereto or incorporated herein by reference, constitutes the complete and exclusive statement of the Parties’ agreement as to the subject matter hereof and supersedes all proposals, requirements documents, discussions, presentations, responses to questions, or prior agreements, commitments or promises, oral, electronic or written, between the Parties or provided by one Party to another relating to the subject matter hereof. Each of the Parties acknowledges and agrees that in entering into this Agreement it does not rely on and shall have no remedy or right of action with respect to any statement, undertaking, promise, assurance, warranty, understanding or any representation or misrepresentation (whether contractual or non-contractual and whether negligently or innocently made) relating to the subject matter of this Agreement and other than as expressly set out in this Agreement as a warranty, in writing or not and made by or to any person. Nothing in this Section 35 limits or excludes any liability for fraud. Neither Covetrus’ acceptance of Client’s order nor its failure to object elsewhere to any provisions of any subsequent document, website, communication, or act of Client is deemed acceptance thereof or a waiver of any of the terms of this Agreement.

34. Enrollment.
    • Enrollment in the Service is exclusively available to licensed veterinary professionals, or authorized representatives of a veterinary clinic, practice or hospital.
    • To access the Service, Client is required to establish an account and provide accurate, current, and comprehensive information about themselves and, if applicable, their organization (“Registration Data”).
    • Upon successful registration, a secure password will be created. Any activities that occur under the account, whether conducted by the Authorized User or another party, fall under the responsibility of the Client.
    • Client is responsible for maintaining the accuracy of its Registration Data.
35. Prescription Orders. Client agrees to submit accurate and complete prescription orders and to promptly notify Covetrus of any changes or cancellations. Covetrus reserves the right to reject orders that it reasonably believes to be in violation of applicable laws, regulations, or standards of practice.
36. End User Communications.
    • Client grants Covetrus permission to communicate with Client’s customers in various forms, such as marketing materials, prescription notices, reminders, appointment alerts, promotional offers, educational content, updates on veterinary products and services, and other relevant communications. The means of communication may encompass email, direct mail, SMS text messages, automated phone calls, push notifications, in-app messages, social media communications, and/or any other forms of communication that may become available or practical in the future.
    • These communications will be dispatched to Client’s customers on behalf of the Client’s online storefront.
    • Covetrus shall endeavor to conduct all communication activities in compliance with applicable US laws, regulations, and industry standards, including but not limited to, the CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA).
    • Covetrus reserves the right to review and modify its method and forms of communications at its discretion and will provide Client with reasonable notice of any such changes. Client’s continued participation in the program following such notice will be considered acceptance of these changes.

SECTION B DEFINITIONS

1. “Analytics” means the aggregation, analysis, processing, normalization, correlation, comparison, algorithmic computation, machine learning, artificial intelligence, or other methods of data manipulation or evaluation of data.

2. “Analytics Data” means any and all data, information, insights, outputs, scores, trends, patterns, predictive or prescriptive models, and interpretations derived from or based on the Analytics of any data collected or generated by Covetrus during the course of providing the Service. This includes, without limitation, data related to user behaviors, preferences, transactions, interactions with the Service, Practice Management Information Systems (PIMS) data, or any other data in any form, whether raw, processed, or otherwise transformed, including any data in a de-identified, aggregated, or anonymized form.

3. “Available” means the Services are available and operable for access and use by Client and its authorized users over the Internet in conformity with the Specifications. “Availability” has a correlative meaning.

4. “Authorized Users” means those users Client authorizes to access and use the Services on its behalf in furtherance of its veterinary practice.
5. “Client Data” means the name, address, electronic address, telephone number or any similar information of Client or Customers and related derivative works containing the name, address, electronic address, telephone number or similar information of Client or Customers.

6. “Compounded Products” shall have the meaning set forth in Clause 7.1.

7. “Confidential Information” means all information and materials obtained by the Recipient from the Disclosing Party, whether in tangible form, written or oral, that is identified as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure, including without limitation, the Services, and the terms and pricing set out in this Agreement and any SOWs executed after the date hereof. In the case of Covetrus, Confidential Information shall include Covetrus Property. Confidential Information does not include information that (a) is already known to the Recipient prior to its disclosure by the Disclosing Party; (b) is or becomes generally known to the general public other than disclosure by Recipient in violation of this Agreement; (c) is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information; or (d) is received from a third party without a known restriction of its use and without a breach of a known obligation of confidentiality by such third party.

8. “Customers” means the customers of the Client.

9. “Data Conversion” shall have the meaning set forth in Clause B11.

10. “Disclosing Party” means the Party sharing the Confidential Information with the other Party.

11. “Downtime” means the total number of minutes in the relevant Service Period that the Services are unavailable, other than due to (i) acts or omissions of third parties, (ii) scheduled maintenance, (iii) force majeure or (iv) errors of Client or failures of software or equipment not operated by Covetrus.

12. “Effective Date” means the date on which the vRxPro Enrollment Form was signed by Client.

13. “Feedback” means any suggestion or idea for improving or otherwise modifying any of Covetrus’ products or services.

14. “Maximum Available Minutes” means the total number of minutes in the Service Period that the Services should have been available.

15. “Implementation Guide” shall have the meaning set forth in Clause B3.

16. “Monthly Uptime Percentage” means the Maximum Available Minutes less Downtime divided by Maximum Available Minutes in a Service Period.

17. “Onboarding Services” shall have the meaning as set forth in Clause B1.1.

18. “Recipient” means the Party receiving the Confidential Information from the other Party.

19. “Registration Data” means accurate, current, and comprehensive information about the Client and Member Practices. This information shall include, but is not limited to, the Client’s, or Member Practice’s, full legal name, professional license number, contact information, organization address, tax identification number, and details about its practice type and specialty, as applicable.

20. “Schedule” shall have the meaning set forth in Clause B3.

21. “ProprietaryTrade Secrets” means that the Analytics Data, the methodologies, algorithms, techniques, and procedures used to produce, generate, derive, or manipulate the Analytics Data, and the specific conclusions, predictions, models, scores, or insights drawn from the Analytics Data.

22. “Services” means access to, and use of, Covetrus’ cloud-based veterinarian prescription and pharmacy system called vRxPro™.

23. “Service Period” means each calendar month during the term of the Agreement.

24. “Support Services” means maintenance and support services as provided by Covetrus to Client.

25. “Taxes” shall have the meaning set forth in Clause 5.5.