Terms of Service

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A. GENERAL TERMS AND CONDITIONS

  1. Selected Services. Client and its Member Practices agree to purchase the Products and Services indicated on the Enrollment Form.
  2. Any capitalized terms used but not otherwise defined in this Agreement have the meanings given to those terms in Schedule A to this Agreement.
  3. Services. Covetrus, or its affiliates, shall perform the Services stated in the applicable Enrollment Form. If Client or the Member Practices fail to meet any of the conditions set forth in Section A.4 of this Agreement or the applicable Enrollment Form, then Covetrus may revise the rebates, service fees and other discounts provided to Client.
  4. Client Obligations. Client agrees to perform its obligations in the applicable Enrollment Form and further agrees to: (a) provide Covetrus with quarterly Member Practice and FTE counts as set forth in the Enrollment Form; (b) name Covetrus as an agent of Client and any relevant Member Practice with all relevant Product manufacturers for all Agency Items; (c) cooperate with Covetrus to ensure that reported Product purchases and other requirements in this Agreement are accurate and true in all material respects by providing Covetrus with (i) a monthly sales report in form and substance reasonably acceptable to Covetrus, (ii) anonymized data collected from third-party platforms, and (iii) any other materials as the parties may mutually agree; (d) remain current on all payments according to the payment terms in this Agreement; (e) maintain all Member Practices enrolled in all Services indicated on the applicable Enrollment Form; and (f) promptly advise Covetrus of new Member Practices and ensure that those new Member Practices are enrolled in all Services as indicated on the Enrollment Form within 30-days of its acquisition or any location opening and otherwise in accordance with the requirements of the applicable Enrollment Form.
  5. Quarterly Business Meetings. Parties agree to hold quarterly business review meetings to (i) review mutual goals and objectives, (ii) share and discuss data and insights to drive growth and efficiency of Member Practices, and (iii) review opportunities to optimize Covetrus’ solutions to the benefit of Client and the Member Practices, and (iv) identify and consider opportunities to increase operations and logistics efficiencies.
  6. Term and Termination. The term of this Agreement begins on the Effective Date and continues for three years. A party may terminate this Agreement (i) for any material breach not cured within 30 days after receipt of written notice thereof, or (ii) immediately if the other party files for bankruptcy, is subject to any bankruptcy proceeding, or is insolvent. Covetrus may terminate this Agreement for convenience by providing a 30 days prior written notice.
  7. Taxes. All fees, charges and costs quoted for the Products and Services exclude all taxes. Client is responsible for all applicable federal, provincial, state or local taxes levied or arising on account of the Products and Services provided to Client or any Member Practice (except Covetrus’ income taxes).
  8. Right to Audit. Upon reasonable notice, Covetrus may audit and examine all documents and other material related to Client’s performance under this Agreement.
  9. Confidentiality. (a) Permitted Use and Disclosure. Each Party agrees that neither it nor any of its employees, agents/and or representatives that are provided with Confidential Information, will directly or indirectly: (i) make use of any Confidential Information received from the other Party for any purposes other than the performance of the Agreement or the promotion of cooperative business and research activities between the parties; or (ii) disclose any Confidential Information to any third party, except to its employees, agents and representatives who have a need to know and solely in furtherance of the purposes set forth in this Agreement while being bound by nondisclosure obligations at least as restrictive as those contained herein. (b) Standard of Care; Non-Disclosure Obligations. The Recipient must protect the confidentiality of the Disclosing Party’s Confidential Information in the same degree of care that it protects the confidentiality of its own confidential information, but not less than reasonable care. The Recipient may disclose Confidential Information to the extent required or requested pursuant to applicable law; provided, however, that, to the extent legally permissible, the Recipient must provide prior written notice of that disclosure to the Disclosing Party. For the term of this Agreement and for one year thereafter, this Section 9 remains in effect.
  10. Governing Law. This Agreement and the transactions covered hereby, and all disputes between the parties arising out of or in connection with this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by the substantive laws of the State of Delaware, without giving effect to any conflict or choice of law provision or rule. Any proceedings to resolve or litigate any dispute between the parties, in any forum, will be conducted solely on an individual basis. Neither party will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts, proposes to act or participates in a representative capacity. For the sake of clarity, neither party will be part of any such class, even on a passive basis in which it is not a direct plaintiff and its status is merely as a class member whose damages are calculated as part of damages to the class. If either party believes that it has suffered legally cognizable harm as a cause of the other party’s conduct and/or inactions, it must seek remedies for such harm solely on an individual basis.
  11. Assignment. This Agreement may not be assigned by either party to an entity not an affiliate, 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; provided, however, that in the event of the merger or acquisition of the stock or assets or business of Client, this Agreement will in all events be assigned to the acquiring entity or otherwise remain an obligation of Client.
  12. Indemnification. Each party shall indemnify, defend, and hold harmless the other from and against 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 or grossly negligent acts or omissions of the indemnifying party, 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. If both parties, or their respective employees or agents, jointly caused the liability, then each party shall 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 thereon (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.
  13. 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 NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
  14. LIMITATION ON LIABILITY. THE AGGREGATE LIABILITY OF A PARTY, ITS SERVICE PROVIDERS, AND CONTRACTORS, ARISING UNDER THIS AGREEMENT, EXCEPT FOR LIABILITY FOR CLAIMS ARISING OUT OF (i) THE PARTIES’ INDEMNIFICATION OR CONFIDENTILIATY OBLIGATIONS, OR (ii) CLIENT’S PAYMENT OBLIGATIONS, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO COVETRUS UNDER THIS AGREEMENT WITHIN THE PRECEDING TWELVE (12) MONTHS. IN NO EVENT IS EITHER PARTY OR ITS SERVICE PROVIDERS AND CONTRACTORS LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, DAMAGES FOR COVER OR LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE OR LOSS OF PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
  15. Applicable Policies. Covetrus’ use of veterinary practice data is subject to the Covetrus Privacy Policy, and Covetrus’ provision of the Services and Products are subject to the applicable policies, all of which are found at https://covetrus.com/legal/privacy-policy/as updated from time to time by Covetrus in its reasonable discretion.
  16. Amendments to Terms of Service. Covetrus reserves the right, at its sole discretion, to amend, modify, add, or remove portions of these Terms of Service at any time by posting the amended terms on the Covetrus website or by providing notice to you. Your continued use of the Products and Services following the posting of changes will mean that you accept and agree to the changes. It is your responsibility to check these Terms of Service periodically for changes.

B. PRODUCT SPECIAL TERMS AND CONDITIONS

  1. Sales Policy. Client acknowledges and agrees that if Client (a) completes a Credit Application it is bound by the terms set forth in the Credit Application. Covetrus has the right to reject a Credit Application or an order for Products in its sole discretion.
  2. Establishing an Account. Upon the receipt and review of a Credit Application, Covetrus may place approved Clients on an open account which will allow them to purchase Products on credit with Covetrus. Other credit arrangements are available for Clients interested in automated payment methods, or for those applicants not approved for open credit.
  3. Purchase Money Security Interest. Client (for itself and as agent for each Member Practice) grants to Covetrus, for itself and as collateral agent for its affiliates, (a) a purchase-money security interest in all Products purchased, and (b) a security interest in the proceeds of those Products (which remains attached and perfected regardless of whether the Products were delivered to Client or if possession transfers to a third-party). Client will cooperate with Covetrus with respect to all acts or instruments necessary to perfect and preserve this security interest.
  4. Supply/Distribution Pricing. Covetrus will maintain a custom, discounted price list for Client (excluding Contractually Restricted Items). Pricing discounts on Core Products remain valid until Covetrus notifies Client of price changes. Any past due balances held on account beyond the payment terms in this Agreement do not qualify for discounts or rebates.
  5. Payment Term. All invoices are due and payable by the 25th of the first month after the date of the invoice, unless Covetrus indicates otherwise in the invoice or Enrollment Form. Covetrus has the right to establish credit limits at its sole discretion. Covetrus accepts the following forms of payment: (a) Online at https://www.mycovetrus.com; or (b) Direct payments through ACH debit. Upon Covetrus’ reasonable request, Client will provide Covetrus a copy of its financial statements.
  6. Late Charges. A late payment service charge will be levied on past due invoice balances at the lower of (a) 1.5% per month or (b) the maximum rate allowed by law.
  7. Returned Check. A $25.00 service fee will be charged on all returned checks. Checks are re-deposited immediately the first time they are returned. If a check is returned a second time, the account is placed on “DO NOT SHIP” status until all outstanding amounts (including any additional fees and levies) are paid in full.
  8. Shipping and Handling. Covetrus’ shipping and handling for in clinic distribution is subject to applicable policies, all of which are found at https://covetrus.com/legal/in-clinic-shipping-policy/.
  9. Controlled Substances. Controlled Substances are sold exclusively to valid DEA registration holders. Before any order for Controlled Substances is accepted, a copy of the current DEA registration must be on file with Covetrus. Some states also require Controlled Substance permits or licenses. Client acknowledges and agrees that it is responsible for compliance with local laws and will, if applicable, submit a copy of its state license to Covetrus. Controlled Substances will be shipped only to the address that appears on the Federal DEA registration. Mail orders of Schedule II Controlled Substances must be submitted via a properly prepared DEA 222 form. In order for Covetrus to fulfill a Schedule II Controlled Substance order, the address on the DEA Certificate and the U.S. official order form (DEA 222 form) must be exactly the same. Electronically submitted Schedule II Controlled Substance orders will be verified by a DEA approved validation service. All Controlled Substance orders for research institutions and government institutions must be accompanied by a purchase order. For institutions using blanket purchase orders, the purchasing department must submit a copy of the blanket purchase order indicating the DEA Registrant’s name, or Power of Attorney and DEA number each time a Controlled Substance is ordered.
  10. Returns and Allowance. All Product returns and other requests for credit must receive prior authorization via a return authorization form. Covetrus does not accept any returns without prior authorization. Client has fifteen (15) business days from issuance of the return authorization label for the relevant shipping company to pick up the Product from the Member Practice. Shipping charges of $10.00 per shipment to return non-defective Products will be deducted from the credit applied to Client’s account. Not all Products are eligible for return. The following is a non-exhaustive list of Products which are not returnable: (a) Controlled Substances; (b) Products that cannot be returned to the manufacturer, (c) Special order/nonstock/custom Products, (d) Drop Ship items, (e) open and used Products, (f) Products unsuitable for resale, (g) hazardous materials (Products with a diamond label), (h) returns prohibited by applicable law, (i) diagnostic test kits, (j) discontinued Products, (k) X-ray equipment, (l) human pharmaceuticals, (m) refrigerated Products and (n) Products with a remaining validity when received by Covetrus of less than 3 months and (o) Products that have been invoiced more than 90 days prior to being received by Covetrus. Credit for Product returns that are approved by Covetrus are subject to a restock and handling fee. Restock and handling fees apply to all returned Products and are assessed based on the number of days between the date of the relevant invoice and the date of receipt of the returned Product: (a) 20 days or less – no restock and handling fee; (b) between 21 and 60 days – 10% restock and handling fee; (c) between 61 and 90 days – 20% restock and handling fee; and (d) more than 90 days – 100% restock and handling fee. All order entry, shipping errors and damaged product must be reported within five (5) business days of receipt by Client. Covetrus reserves the right to deny credit on Product returns subject to the terms listed and based on inspection of items upon receipt by Covetrus.
  11. Sales and Use Tax. Covetrus is required to comply with the sales and use tax laws where it operates. There exists an obligation to assess, collect, and remit sales and use taxes unless the Product or Client is exempt by law or the Product is being purchased for resale. Covetrus will only apply an exemption once it has received a valid exemption certificate from Client. All sales and use taxes are remitted to the appropriate state and/or local taxing jurisdiction according to the laws of that jurisdiction.
  12. Product Warranty. Product warranties, if available, are furnished by the product’s manufacturer.
  13. Credit Terms. Covetrus reserves the right to require additional credit terms, such as, but not limited to, pre-payment, ACH, debit or third party credit cards. Covetrus will provide such terms in writing as part of the Credit Approval process.
  14. Authorized Resale. (a) Covetrus Products. Client acknowledges and agrees that it may acquire certain Covetrus-branded or other proprietary products from Covetrus (the “Covetrus Products”) solely for the purpose of (a) providing Covetrus Products as licensed veterinarians to animal patients and their owners under the veterinarian-client-patient relationship (VCPR) as defined by the American Veterinary Medical Association; and (b) selling those Covetrus Products in Authorized Sales Channels in the Territory. (b) Unauthorized Sales. If Client or Member Practices sell, offer to sell, or advertise Covetrus Products (i) outside of the Territory, (ii) outside Authorized Sales Channels or (iii) to third parties that sell, offer or advertise outside of the Territory or outside the Authorized Sales Channels, then (w) any manufacturer’s warranties and representations related to those Covetrus Product are null and void; (x) to the extent permitted by law, Covetrus has no liability for any claims or injuries arising from sales of those Covetrus Products, including but not limited to liability for product defects and intellectual property infringement; (y) Covetrus may suspend Client’s eligibility to purchase Covetrus Products and has the right to terminate this Agreement with immediate effect; and (z) Client shall, at Client’s cost, obtain all Covetrus Products resold, redistributed, cosigned or otherwise transferred, directly or indirectly, to any other party and return such Covetrus Products to Covetrus immediately. (c) Additional Client Obligations and Restrictions. Client shall (i) display Covetrus Products in good faith and use only Covetrus’ copyrighted images, trademarks, and proprietary materials in connection with the advertising and sale of Covetrus Products; (ii) comply with all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of Products; (iii) provide a level of sales and customer support for Customers that, at a minimum, demonstrates industry best practices; and (iv) comply with Covetrus’ Minimum Advertised Pricing (MAP) Policy. Client shall not: (i) sell, distribute, or otherwise transfer any Covetrus Product to any customer selling as a wholesaler (e.g. Costco) or clearance seller (e.g. Overstock.com); (ii) link to any Covetrus Product offer on a website that is not an Authorized Sales Channel; (iii) allow or facilitate in any way any third-party presentment or sale of any Covetrus Product via ecommerce marketplaces (including, but not limited to Amazon.com, Buy.com, Craigslist.org, eBay.com, Jet.com, Newegg.com, Overstock.com, Rakuten.com, and Walmart.com) or to ship directly to any fulfillment center or other similar facility appertaining to any ecommerce marketplace, whether on Client’s behalf or behalf of another entity; (iv) alter the packaging of any Covetrus Product or remove any Covetrus Product from the packaging other than to add additional packaging protection for shipping where such extra packaging does not identify any names, brands, websites, telephone numbers, or seller names other than those of Covetrus; (v) offer any Covetrus Product for sale in any combination or bundle without the prior written approval of Covetrus; and (vi) engage in any deceptive, misleading or unethical practices with respect to selling or advertising the Covetrus Products.
  15. Formulary. Client and Covetrus may create an initial formulary of Products reasonably acceptable to Client based on its current top Product purchases (the “Formulary”). In the event Client elects to create a Formulary with Covetrus, the Formulary shall be reflected in the initial list of Products, which list of Products may be modified from time to time by Covetrus upon advance written notice to Client.

C. ONLINE SERVICES SPECIAL TERMS AND CONDITIONS

  1. Right to Access and Use. During the term of this Agreement, Client Group may access the Services. 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 Group (a) any right to reproduce, reverse engineer, modify, distribute, disclose to third parties or publicly display or perform the software (or results thereof) included in the Services or (b) any other right to the Services not specifically set forth herein.
  1. License Grants. Covetrus grants Client a limited, non-exclusive, non-transferable, and revocable license to use the Software Services, subject to the terms of this Agreement. Client grants Covetrus a perpetual, irrevocable, royalty free, worldwide license to use, reproduce, distribute, sub-license and display all data provided to it for any purpose. Covetrus’ provision of the Software Services are subject to the applicable policies.
  1. Customer Engagement Communication. (a) Enrollment. Client elects to enroll in Covetrus’ customer engagement communications program. This program may include, but is not limited to, various forms of customer communications 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 Customers on behalf of the Client’s online storefront as part of the Services. Client Group hereby elects to participate in all standard and future online storefront communications programs offered by Covetrus, and Client Group consent to Covetrus sending such communications to Customers on its behalf. Covetrus reserves the right to review and modify the Customer engagement communications program at its discretion and will provide Client with notice of any such changes. Client and all Member Practice’s continued participation in the program following such notice will be considered acceptance of these changes. (b) Consent. Client Group acknowledges and affirms its responsibility to secure appropriate, clear, and legally compliant consents from its Customers for Covetrus to transmit such communications. Such consents must be in accordance with relevant US federal, state, and local data protection, privacy and consumer protection laws. Client Group agrees to maintain a record of these consents and provide them to Covetrus upon request. (c) Updates. Client Group agrees to provide Covetrus with timely updates concerning any changes in customer contact information, consent status, or other relevant information necessary for maintaining accuracy and compliance in communications. Client Group also agrees to cooperate with Covetrus in managing requests from customer wishing to opt out of receiving such communications and shall promptly communicate any such requests to Covetrus.
  1. Enrollment and Account Registration. The Services are exclusively available to licensed veterinary professionals, or authorized representatives of a veterinary clinic, practice, or hospital. To use the Services, Client or its Member Practices are required to have an Account. During the Account creation process, Client or the Member Practice setting up the Account shall provide its Registration Data. Client Group agrees to not disclose any access credentials to any unauthorized person or entity. Any activities that occur under an Account, whether conducted by the authorized representative of that Account or a third party, fall under the responsibility of the relevant Account holder. The relevant Account holder shall promptly notify Covetrus of any unauthorized use of its Account or any other breach of security. The Client Group shall keep the Registration Data, and any other information provided to Covetrus, accurate, current, and complete. Covetrus reserves the right to suspend or terminate any Account that, in Covetrus’ sole discretion, is found to contain inaccurate, outdated, or incomplete information, if the Account holder no longer qualifies for an Account or if the terms of this Agreement are breached. Covetrus may periodically verify the information provided during the enrollment process, including but not limited to, validating the status as a licensed veterinary professional and the status of any veterinary clinic, practice, or hospital associated with the Client or Member Practice.
  2. Feedback rights. Parties agree that any Feedback Client or a Member Practice 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 relevant Member Practice.
  3. Transition Services. After either Party’s notice of termination, Covetrus shall assist Customer with transition to an alternative vendor or to in-house operations pursuant to Covetrus’ then-standing transition policies; provided (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.
  4. Analytics Data and Proprietary Trade Secrets. (a) Analytics Data as Proprietary Trade Secrets. 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. (b) 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. (c) 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. (d) Survival of Obligations. The obligations under this section shall survive the termination or expiration of this Agreement for any reason.
  5. Warranty Exclusions. COVETRUS DOES NOT WARRANT (A) THAT COVETRUS CAN PREVENT A BREACH OF ITS SYSTEMS OR PREVENT DATA LOSS DURING A BREACH; (B) THE ACCURACY, CORRECTNESS, RELIABILITY AND COMPLETENESS OF ANY INFORMATION, ANALYSIS, CALCULATION, OR REPORT PROVIDED THROUGH THE USE OF THE SERVICES; OR (C) THAT THE SERVICES WILL MEET CLIENT’S NEEDS.

Schedule A – Definitions

  1. “Account” means an account the Client or any of its Member Practices create in order to access the Services.
  2. “Agency Items” means those goods that Covetrus makes available for sale to Client or any Member Practice under this Agreement ordered through Covetrus and supplied by vendors directly to Client or any Member Practice.
  3. “Agreement” means the Enrollment Form along with the Terms of Service.
  4. “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.
  5. “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.
  6. “Authorized Sales Channels” means: (1) Client’s own physical brick & mortar stores; (2) Client’s temporary storefronts at events and tradeshows; (3) Client’s physical or digital catalog; and (4) Client’s own website(s), but explicitly excludes any and all ecommerce marketplaces not owned by Client, including, but not limited to Amazon.com, Amazon.ca, Amazon.mx, Buy.com, Craigslist.org, eBay.com, Jet.com, Newegg.com, Overstock.com, Rakuten.com, and Walmart.com.
  7. “Client” means the party identified as such in the Enrollment Form.
  8. “Client Group” means Client acting for itself and on behalf of the Member Practices.
  9. “Competitor Compounded Medications” means any compounded medications (i) sold by any manufacturer or distributor other than Covetrus, and (ii) that can replace any Compound.
  10. “Compound” means Products that are compounded medications available through (a) vRxProTM Prescription Management for patient-specific use and (b) Office Use Portal (OUP) for office stock use.

    Compound” means Products that are compounded medications available through (a) vRxProTM Prescription Management for patient-specific use and (b) Office Use Portal (OUP) for office stock use. Animal drug compounding is the process of combining, mixing, or altering ingredients to create a medication tailored to the needs of an individual animal or a small group of animals.

  11. “Confidential Information” means all information and materials obtained by a party from the other 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 Products and Services, and the terms and pricing set out in this Agreement. Confidential Information does not include information that (i) is already known to the Recipient prior to its disclosure by the Disclosing Party; (ii) is or becomes generally known to the general public other than disclosure by Recipient in violation of this Agreement; (iii) is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information; or (iv) is received from a third party without a known restriction or breach of a known obligation of confidentiality by such third party.
  12. “Contractually Restricted Items” means any Products that Covetrus sells at pricing negotiated between a manufacturer and Client or the Member Practices.
  13. “Controlled Substances” means drugs that are subject to strict governmental control, as listed on the Controlled Substances Act.
  14. “Core Products” means those goods that Covetrus makes available for sale to Client or any Member Practice under this Agreement which are purchased from and supplied by Covetrus.
  15. “Covetrus’ Payment Processing” means the payment processing solution offered by Covetrus.
  16. “Credit Application” means the form that all customers of Covetrus or its additional practices complete as part of the enrollment process to allow the Covetrus customer or its additional practices to purchase Products on credit with Covetrus.
  17. “Customers” means the customers of the Client or the Member Practice(s).
  18. “Disclosing Party” means the party disclosing Confidential Information.
  19. “DVM” means a veterinarian employed by Client or any Member Practice as a (i) full-time equivalent (1.0) working at least 32 hours/week, or (ii) half time equivalent (0.5) working at least 20 hours/week (including, in either case, a mix of multiple veterinarians to achieve those hours/week). The number of DVM may be updated on a quarterly basis.
  20. “Effective Date” has the meaning given to it in the applicable Enrollment Form.
  21. “Enrollment Form” means the order form entered into between the Parties.
  22. “Enrollment Packet” means the form that all customers of Covetrus or its additional practices complete as part of the enrollment process.
  23. “Feedback” means any suggestion or idea for improving or otherwise modifying any of Covetrus’ products or services.
  24. “FTE” means a full-time equivalent veterinarian employed by Client or any Member Practice.
  25. “Member Practices” means all veterinary hospitals and clinics that are owned by or affiliated with Client.
  26. “Minimum Advertised Pricing (MAP) Policy” means Covetrus’ policy pertaining to the advertising, promotion and sale of Covetrus Products in North America.
  27. “Office Use Portal (OUP)” means certain prescription management services to Member Practices provided by Covetrus (or its affiliates) through its member pharmacies via proprietary systems, processes and technologies with respect to prescription medications to be used and dispensed by Member Practices to their respective owners of those pet patients within their respective clinic locations.
  28. “PIMs” means the Covetrus’ practice information management systems.
  29. “Products” means those goods that Covetrus makes available for sale to Client or any Member Practice under this Agreement, including, without limitation, Core Products and Agency Items.
  30. “Proprietary Trade 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.
  31. “Recipient” means the party receiving Confidential Information.
  32. “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.
  33. “Services” has the meaning given to it in the Enrollment Form.
  34. “Software Services” means the applicable PIMs, VRxPro Prescription Management, Covetrus’ Payment Processing and Covetrus CommsTM Client Communications Services.
  35. “Territory” means the United States of America, including Washington, D.C. and all U.S. territories and possessions, but excludes Puerto Rico.
  36. “Transition Services” means any services provided by Covetrus to Client Group after termination of the Agreement.
  37. “VRxPro Prescription Management” means certain prescription management services to Member Practices provided by Covetrus (or its affiliates) through its member pharmacies via proprietary systems, processes and technologies with respect to pet patient-specific prescription medications sold by Member Practices to their respective owners of those pet patients. Covetrus’ provision of Prescription Management is subject to the applicable policies.
  38. “Zoetis Dx” means diagnostics equipment and consumables products and reference lab diagnostics services provided (in each case) by Zoetis US LLC.
Version last updated June 2024
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