LEGAL

Terms of Service

Last updated on March 5th, 2017

Overview

Welcome to Vetcove. We strive to provide the absolute best online selling experience for the animal health industry. Vetcove LLC and its affiliates ("we","us" or "Vetcove") provide website features and other products and services ("Vetcove Services") to you subject to the following conditions ("Terms of Use").

By using Vetcove Services, you agree to these conditions. Please read them carefully.

We offer a wide range of Vetcove Services, and additional terms may apply. When you use a Vetcove Service you also will be subject to the guidelines, terms, and agreements applicable to that Vetcove Service ("Service Terms"). If these Terms of Use are inconsistent with the Service Terms, the Service Terms will control.

1. General Terms

Welcome to Vetcove Services Business Solutions, a suite of optional services for sellers.

THIS VETCOVE SERVICES BUSINESS SOLUTIONS AGREEMENT (THE "AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND VETCOVE. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES THAT APPLY FOR EACH COUNTRY FOR WHICH YOU REGISTER OR ELECT TO USE A SERVICE (IN EACH CASE, THE "ELECTED COUNTRY").

As used in this Agreement, "you" means the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business) and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement. If there is a conflict among terms in this Agreement, the Program Policies will prevail over any applicable Service Terms and the General Terms, and the applicable Service Terms will prevail over the General Terms.

Enrollment

To begin the enrollment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law (for example, the Elected Country may not allow minors to use the Services). As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address. We may at any time cease providing any or all of the Services at our sole discretion and without notice.

2. Service Fee Payments; Receipt of Sales Proceeds.

Fee details are described in the applicable Service Terms and Program Policies. You are responsible for all of your expenses in connection with this Agreement. To use a Service, you must provide us with valid credit card information from a credit card or credit cards acceptable by Vetcove ("Your Credit Card") as well as valid bank account information for a bank account or bank accounts acceptable by Vetcove (conditions for acceptance may be modified or discontinued by us at any time without notice) ("Your Bank Account"). You will use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be remitted to Your Bank Account through a banking network or by other means specified by us.

For any amounts you owe us, we may (a) charge Your Credit Card or any other payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to Your Bank Account; or (e) collect payment or reimbursement from you by any other lawful means. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means.

IF WE DETERMINE THAT YOUR ACTIONS OR PERFORMANCE MAY RESULT IN RETURNS, CHARGEBACKS, CLAIMS, DISPUTES, OR OTHER RISKS, THEN WE MAY IN OUR SOLE DISCRETION WITHHOLD ANY PAYMENTS TO YOU UNTIL THE COMPLETION OF ANY RELATED INVESTIGATION. IF WE DETERMINE THAT YOUR ACCOUNT HAS BEEN USED TO ENGAGE IN DECEPTIVE, FRAUDULENT, OR ILLEGAL ACTIVITY, THEN WE MAY IN OUR SOLE DISCRETION PERMANENTLY WITHHOLD ANY PAYMENTS.

As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because a Vetcove Site or Service is unavailable following the commencement of a transaction.

3. Term and Termination.

The term of this Agreement will start on the date of your completed registration for or use of a Service, whichever occurs first, and continue until terminated by us or you as provided in this Agreement (the "Term"). We may terminate or suspend this Agreement or any Service for any reason at any time by notice to you. You may terminate this Agreement or any Service or the Promotion Site for any reason at any time by the means then specified by Vetcove. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16 and 18 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.

4. License.

You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of Vetcove Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using standard functionality made available to you via the applicable Vetcove Site or Service); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).

5. Representations.

You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service(s) within such country; (b) you have all requisite right, power and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses and authorizations in this Agreement; (c) any information provided or made available by you or your Affiliates to Vetcove or its Affiliates is at all times accurate and complete; and (d) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.

6. Indemnification.

You release us and agree to indemnify, defend and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives and agents against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any of Your Sales Channels other tha Vetcove Sites and Vetcove Associated Properties, Your Products (including their offer, sale, performance and fulfillment), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; (c) Your Personnel (including any act or omission of Your Personnel or any Claim brought or directed by Your Personnel); or (d) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

7. Disclaimer & General Release.

a. THE VETCOVE SITES AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE VETCOVE SITES, THE SERVICES AND SELLER CENTRAL AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE VETCOVE SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.

b. BECAUSE VETCOVE IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES VETCOVE (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

8. Limitation of Liability.

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF VETCOVE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO VETCOVE IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

9. Insurance.

If the gross proceeds from Your Transactions exceed the applicable Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term for each applicable Elected Country commercial general, umbrella or excess liability insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming Vetcove and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage to the following address: c/o Vetcove, P.O. Box 81226, Seattle, WA 98108-1226, Attention: Risk Management.

10. Tax Matters.

As between the parties, you will be responsible for the collection, reporting and payment of any and all of Your Taxes, except to the extent Vetcove expressly agrees to receive taxes or other transaction-based charges in connection with tax calculation services made available by Vetcove and used by you. You agree to and will comply with the Tax Policies. All fees payable by you to Vetcove under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, and you will be responsible for paying Vetcove any of Your Taxes imposed on such fees.

11. Confidentiality.

During the course of your use of the Services, you may receive information relating to us or to the Services, including but not limited to Vetcove Transaction Information, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain Vetcove's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

12. Force Majeure.

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

13. Relationship of Parties.

Subject to the Transaction Processing Service Terms (if the Elected Country for a Service is the United States), you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Vetcove, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

14. Use of Vetcove Transaction Information.

You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any Vetcove Transaction Information (except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Vetcove Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product with the intent to collect any amounts in connection therewith or to influence that Person to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being a Vetcove Site user. In addition, you may only use tools and methods that we designate to communicate with Vetcove Site users regarding Your Transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of Your Products. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to Vetcove Transaction Information for any purpose, even if that information is identical to Vetcove Transaction Information, provided that you do not target communications on the basis of the intended recipient being a Vetcove Site user.

15. Suggestions and Other Information.

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any Vetcove Site or Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

16. Modification.

We may amend any of the terms and conditions contained in this Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on the Seller Portal or on the applicable Vetcove Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the General Terms and the Service Terms will be posted for at least 30 days. Changes to Program Policies may be made without notice to you. You should refer regularly to the Seller Portal to review the current Agreement (including the Service Terms and Program Policies) and to be sure that the items you offer can be offered via the applicable Service. YOUR CONTINUED USE OF A SERVICE AFTER VETCOVE'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

17. Password Security.

Any password we provide to you may be used only during the Term to access the Seller Portal (or other tools we provide) to use the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

18. Miscellaneous.

The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. If the Elected Country is Japan, Vetcove and you both consent that any dispute with Vetcove or its Affiliates or claim relating in any way to your use of the Services or this Agreement as it relates to your use of the Services in Japan will be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts. If the Elected Country is the United States, Canada, or Mexico, Vetcove and you both consent that any dispute with Vetcove or its Affiliates or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) you may assert claims in a small claims court that is a Governing Court if your claims qualify and (ii) you or we may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, CSC Services of Nevada, Inc., 2215-B Renaissance Drive, Las Vegas, NV 89119. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Vetcove will not seek attorneys' fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Vetcove and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration Vetcove and you each waive any right to a jury trial.

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

We have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Services, including by redesigning, modifying, removing, or restricting access to any of them. Because Vetcove is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms (if the Elected Country for a Service is the United States)), or the customer’s agent for any purpose, Vetcove will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.

We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications and updates in your program application or within the Seller Portal, or by any other means then specified by Vetcove. We may also communicate with you electronically and in other media, and you consent to such communications regardless of any "E-mail Preferences" (or similar preferences or requests) you may have indicated on the applicable Vetcove Site, on the Seller Portal, or by any other means. You may change your e-mail addresses and certain other information in the Seller Portal. You will ensure that all of your information is up to date and accurate at all times. You must send all notices and other communications relating to Vetcove to our Merchant Services Team by using the Contact Us form.

This Agreement incorporates and you accept the applicable Service Terms and Program Policies, which Vetcove may modify from time to time. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

19. Definitions

As used in this Agreement, the following terms have the following meanings:

"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

"Vetcove Associated Properties" means any website or other online point of presence, mobile application, service or feature, other than a Vetcove Site, through which any Vetcove Site, or products or services available on any of them, are syndicated, offered, merchandised, advertised or described.

"Vetcove Contracting Party" means the department or entity of Vetcove responsible for a given function.

"Vetcove Site" means, as applicable US or international Vetcove Site.

"Vetcove Transaction Information" means, collectively, Order Information and any other data or information acquired by you or your Affiliates from Vetcove, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties' performance under this Agreement.

"Content" means copyrightable works under applicable Law.

"Excluded Products" means the items described on the applicable Restricted Products pages in the Seller Portal, any other applicable Program Policy, or any other information made available to you by Vetcove.

"Governing Courts" means the state or Federal court in New Jersey.

"Governing Laws" means the laws of the State of New Jersey, United States together with the Federal Arbitration Act and other applicable federal law.

"Insurance Limits" means One Hundred Thousand U.S. Dollars ($100,000).

"Insurance Threshold" means Ten Thousand U.S. Dollars ($10,000).

"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or in the future in effect, of any governmental authority (e.g. on a federal, state, or provincial level, as applicable) of competent jurisdiction.

"Local Currency" means U.S. Dollars unless otherwise specified.

"Optional Coverage Plans" means warranties, extended service plans and related offerings, in each case as determined by us, that you offer.

"Order Information" means, with respect to any of Your Products ordered through a Vetcove Site, the order information and shipping information that we provide or make available to you.

"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.

"Program Policies" means all terms, conditions, policies, guidelines, rules and other information on the applicable Vetcove Site or on the Seller Portal, including those shown on the "Policies and Agreements" section of the Seller Portal or elsewhere in the "Help" section of the Seller Portal.

"Promotion Site" means that ecommerce website, the primary home page in which "sellername" is a name representing you that we elect to include in such URL.

"Sales Proceeds" means the gross proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges, and including taxes and customs duties to the extent specified in the applicable Tax Policies.

"the Seller Portal" means the online portal and tools made available by Vetcove to you, for your use in managing your orders, inventory and presence on a particular Vetcove Site, or any other online point of presence.

"Service" means each of the following services: Selling on Vetcove, Vetcove Boost (including other advertising products), together in each case with any related services and materials we make available.

"Service Terms" means the service terms applicable to each Service, which are made part of this Agreement upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.

"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.

"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or any other source or business identifier, protected or protectable under any Laws.

"US Vetcove Site" means that website, the primary home page of which is identified by the url www.Vetcove.com, and any successor or replacement of such website.

"Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to Vetcove or its Affiliates.

"Your Personnel" means any third party warranting, administering or otherwise involved in the offer, sale, performance or fulfillment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors.

"Your Product" means any product or service (including Optional Coverage Plans) that: (a) you offer through the Webstore Service or the Selling on Vetcove Service; (b) is made available for advertising by you through the Vetcove Boost Service; or (c) is fulfilled or otherwise processed through the Fulfillment by Vetcove Service.

"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offers products or services, other than physical stores.

"Your Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption and other taxes, regulatory fees, levies (specifically including environmental levies) or charges and duties assessed, incurred or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange. Also, if the Elected Country is the United States, Mexico or Canada, as it is used in the Fulfillment by Vetcove Service Terms, this defined term also means any of the types of taxes, duties, levies or fees mentioned above that are imposed on or collectible by Vetcove or any of its Affiliates in connection with or as a result of fulfillment services including the storage of inventory or packaging of Your Products and other materials owned by you and stored by Vetcove, shipping, gift wrapping or other actions by Vetcove in relation to Your Products pursuant to the Fulfillment by Vetcove Service Terms.

"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

"Your Transaction" means any sale of Your Product(s) through a Vetcove Site or any Webstore Site.

Selling on Vetcove Service Terms

The Selling on Vetcove Service ("Selling on Vetcove") is a Service that allows you to offer certain products and services directly on the Vetcove Sites (which, if the Elected Country is the United States, includes a Promotion Site that we may make available from time to time during the Term and on which certain of Your Products may be offered).

These Selling on Vetcove Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Vetcove. BY REGISTERING FOR OR USING THE SELLING ON VETCOVE SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMEN T, INCLUDING THESE SELLING ON VETCOVE SERVICE TERMS. NOTWITHSTANDING THE PREVIOUS SENTENCE, IF YOU HAVE ENTERED INTO A SEPARATE AGREEMENT THAT PERMITS YOU TO OFFER YOUR PRODUCTS THROUGH A PARTICULAR VETCOVE SITE (E.G., A MERCHANTS@ VETCOVE.COM PROGRAM AGREEMENT, MERCHANTS @VETCOVE.CO.JP PROGRAM AGREEMENT OR ANY PREDECESSOR OF THOSE AGREEMENTS), THEN TO THE EXTENT THAT YOU CONTINUE TO LIST AND SELL YOUR PRODUCTS ON THAT VETCOVE SITE PURSUANT TO SUCH SEPARATE AGREEMENT, TRANSACTIONS OF YOUR PRODUCTS ON THAT VETCOVE SITE AND ANY TAX SERVICES WE MAKE AVAILABLE UNDER THAT AGREEMENT ARE GOVERNED BY THE TERMS OF THAT AGREEMENT AND NOT BY THESE SELLING ON VETCOVE SERVICE TERMS.

S-1 Your Product Listings and Orders.

S-1.2 Product Listing; Merchandising; Order Processing.

We will enable you to list Your Products on a particular Vetcove Site, and conduct merchandising and promote Your Products as permitted by us (including via the Vetcove Associated Properties or any other functions, features, advertising, or programs on or in connection with the applicable Vetcove Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and Vetcove may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the applicable Vetcove Site. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these Selling on Vetcove Service Terms.

S-1.3 Shipping and Handling Charges.

For Your Products ordered by customers on or through a Vetcove Site that are not fulfilled using Fulfillment by Vetcove, you will determine the shipping and handling charges subject to our Program Policies and standard functionality (including any category-based shipping and handling charges we determine, such as for products offered by sellers on the Individual selling plan and BMVD Products generally). When we determine the shipping and handling charges, you will accept them as payment in full for your shipping and handling. Please refer to the Fulfillment by Vetcove Service Terms for Your Products that are fulfilled using Fulfillment by Vetcove.

S-1.4 Credit Card Fraud.

We will bear the risk of credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions except in connection with Seller-Fulfilled Products that are not fulfilled strictly in accordance with the Order Information and Shipment Information. You will bear all other risk of fraud or loss. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop or cancel orders of Your Products if we ask you to do so. If you have already transferred Your Products to a carrier or shipper when we ask you to stop or cancel an order, you will use commercially reasonable efforts to stop or cancel delivery of that order. You will refund any customer (in accordance with Section S-2.2) that has been charged for an order that we stop or cancel.

S-2 Sale and Fulfillment; Refunds and Returns.

S-2.1 Sale and Fulfillment.

Other than as described in the Fulfillment by Vetcove Service Terms for each Vetcove Site for which you register or use the Selling on Vetcove Service, you will: (a) source, offer, sell and fulfill your Seller-Fulfilled Products, and source and, offer and sell your Vetcove-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, this Agreement, and all terms provided by you or us and displayed on the applicable Vetcove Site at the time of the order and be solely responsible for and bear all risk for those activities; (b) package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements and ship each of Your Products on or before its Expected Ship Date; (c) retrieve Order Information at least once each business day; (d) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the applicable Vetcove Site at the time of the applicable order or as may be required under this Agreement; (e) fulfill Your Products throughout the Elected Country (except to the extent prohibited by Law or this Agreement); (f) provide to Vetcove information regarding fulfillment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) ensure that you are the seller of each of Your Products; (i) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products; (j) identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product; and (k) except as expressly permitted by this Agreement, not send customers emails confirming orders or fulfillment of Your Products. If any of Your Products are fulfilled using Fulfillment by Vetcove, the Fulfillment by Vetcove Service Terms for the applicable Vetcove Site will apply to the storage, fulfillment and delivery of such Vetcove-Fulfilled Products.

S-2.2 Cancellations, Returns and Refunds.

For all of Your Products that are not fulfilled using Fulfillment by Vetcove, you will accept and process cancellations, returns, refunds and adjustments in accordance with this Agreement and the Vetcove Refund Policies for the applicable Vetcove Site published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. Except as otherwise described in the Program Policies, you will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using functionality we enable for your account. This functionality may be modified or discontinued by us at any time without notice. You will route all payments to customers in connection with Your Transactions through Vetcove. We will provide those payments to the customer (which may be in the same payment form originally used to purchase Your Product or as otherwise determined by us), and you will reimburse us for all amounts we pay. For all of Your Products that are fulfilled using Fulfillment by Vetcove, the Vetcove Refund Policies for the applicable Vetcove Site published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Vetcove Refund Policies and as required by Law, and in no case later than thirty (30) days after the obligation arises.

S-3 Problems with Your Products.

S-3.1 Delivery Errors and Nonconformities; Recalls.

You are solely responsible for any non-performance, non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under Section S-1.4; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for those of Your Products that are fulfilled using Fulfillment by Vetcove, if any, the Fulfillment by Vetcove Service Terms for the applicable Vetcove Site will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products or other products provided in connection with Your Products.

S-3.2 A-to-z Guarantee and Chargebacks.

If we inform you that we have received a claim under the "A-to-z Guarantee" offered on a particular Vetcove Site, or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us in a format and manner we specify: (a) proof of fulfillment of Your Product(s) (as applicable); (b) the applicable Vetcove order identification number; (c) a description of Your Product(s) (as applicable); and (d) any terms provided by you or us and displayed on the Vetcove Site at the time of the transaction in question. If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: (i) credit card fraud for which we are responsible under Section S-1.4; or (ii) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us in accordance with the Service Fee Payments section of this Agreement for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by Vetcove) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our Affiliates. If the Elected Country is Japan and we receive a claim under the "A-to-z Guarantee" concerning one of Your Transactions and we determine that we are responsible for that claim then we will purchase the returned products from the customer.

S-4 Parity with Your Sales Channels.

Subject to this Section S-4, you are free to determine which of Your Products you wish to offer on a particular Vetcove Site. You will maintain parity between the products you offer through Your Sales Channels and the products you list on any Vetcove Site by ensuring that : (a) the Purchase Price and every other term of offer or sale of Your Product (including associated shipping and handling charges, Shipment Information, any "low price" guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable cancellation, return and refund policies) is at least as favorable to Vetcove Site users as the most favorable terms upon which a product is offered or sold via Your Sales Channels (excluding consideration of Excluded Offers); (b) customer service for Your Products is at least as responsive and available and offers at least the same level of support as the most favorable customer services offered in connection with any of Your Sales Channels (this requirement does not apply to customer service for payment-related issues on Your Transactions, which we will provide); and (c) the Content, product and service information and other information under Section S-1.1 regarding Your Products that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels. If you become aware of any non-compliance with (a) above, you will promptly compensate adversely affected customers by making appropriate refunds to them in accordance with Section S-2.2. For Vetcove-Fulfilled Products, if the shipping and handling charges associated with the sale and fulfillment of any of Your Products offered on a Vetcove Site are included (and not separately stated) in the item price listed for Your Product (collectively a "Shipping Inclusive Purchase Price"), then the parity obligation in (a) above will be satisfied if the Shipping Inclusive Purchase Price and each other term of offer or sale for the product on the Vetcove Site are at least as favorable to Vetcove Site users as the purchase price and each other term of offer or sale for the product (including any and all separately stated shipping and handling charges) pursuant to which the product or service is offered or sold via any of Your Sales Channels.

S-5 Compensation.

You will pay us: (a) the applicable Referral Fees; (b) any applicable Variable Closing Fee; (c) the non-refundable Selling on Vetcove Subscription Fee in advance each month; and (d) any other applicable fees described in this Agreement (including any applicable Program Policies). "Selling on Vetcove Subscription Fee" means the fee specified as such on the Selling on Vetcove Fee Schedule for the applicable Vetcove Site at the time such fee is payable. With respect to each of Your Transactions: (i) "Sales Proceeds" has the meaning set out in this Agreement; (ii) "Variable Closing Fee" means the applicable fee, if any, as specified on the Variable Closing Fee Schedule for the applicable Vetcove Site; and (iii) "Referral Fee" means the applicable fee based on the Sales Proceeds from Your Transaction through the applicable Vetcove Site specified on the Selling on Vetcove Fee Schedule for that Vetcove Site at the time of Your Transaction, based on the categorization by Vetcove of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charges set by us in each of the following two cases: (y) in the case of Your Transactions that consist solely of products fulfilled using Fulfillment by Vetcove; and (z) in the case of Media Products.

S-6 Remittance of Sales Proceeds & Refunds.

Except as otherwise stated in this Agreement, we will remit to you on a bi-weekly (14 day) (or at our option, more frequent) basis, which may vary for each Elected Country, any Sales Proceeds received by us or our Affiliates but not previously remitted to you as of the date that is two (2) business days prior to the date of remittance (the "Remittance Calculation Date") (which you will accept as payment in full for Your Transactions), less: (a) the Referral Fees; (b) the applicable Variable Closing Fee; (c) any Selling on Vetcove Subscription Fees; and (d) any other applicable fees described in this Agreement (including any applicable Program Policies). When you either initially provide or later change Your Bank Account information, the Remittance Calculation Date may be deferred by up to 14 days. You will not have the ability to initiate or cause payments to be remitted to you. For sellers that registered after October 30, 2011 and are on the Individual selling plan, the remittance amount will not include Sales Proceeds from the 14-day period before the date of remittance. If you refund money to a customer in connection with one of Your Transactions, and the refund is routed through us (or our Affiliate), on the next available Remittance Calculation Date we will refund to you the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund (including refunded taxes and customs duties only to the extent specified in the applicable Tax Policies), less the Refund Administration Fee for each of Your Products refunded that is not a BMVD Product, which amount we may retain as an administrative fee; provided, however, that in the case of a complete refund of Sales Proceeds for a Media Product, we will refund to you the full amount of any Variable Closing Fee paid by you to us (and in the case of a partial refund of Sales Proceeds for a Media Product, we will not refund to you any portion of any Variable Closing Fee paid by you to us). We will remit any amounts to be refunded by us pursuant to this subsection from time to time together with the next remittance to be made by us to you. “Refund Administration Fee” means the applicable fee described on the Refund Administration Fee Schedule for the applicable Vetcove Site.

S-7 Control of Vetcove Sites.

We have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Vetcove Sites, including by redesigning, modifying, removing or restricting access to any of them, and by suspending, prohibiting or removing any listing.

S-8 Effect of Termination.

Upon termination of these Selling on Vetcove Service Terms in connection with a particular Vetcove Site, all rights and obligations of the Parties under these Selling on Vetcove Service Terms with regard to such Vetcove Site will be extinguished, except that the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.

Selling on Vetcove Definitions

"Vetcove-Fulfilled Products" means any of Your Products that are fulfilled using the Fulfillment by Vetcove Service.

"Vetcove Refund Policies" means the return and refund policies published on the applicable Vetcove Site and applicable to products and services offered via that Vetcove Site.

"BMVD Product" means any book, magazine or other publication, sound recording, video recording, and/or other media product in any format, including any subscription, in each case excluding any software product, computer game, and/or video game.

"Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and/or sale that you: (a) have attempted to make available through a particular Vetcove Site but that we do not honor or support (but only until such time as we honor or support the same on such Vetcove Site); or (b) make available solely to Third Parties that either (i) purchase products solely for resale and who are not end users of such products (i.e., wholesale purchasers), or (ii) if the Elected Country is Canada, Mexico, or the United States have affirmatively elected and opted-in to participate in your or one of your Affiliates' membership-based customer loyalty or customer incentive programs.

"Expected Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product; or (b) if you do not specify shipping availability information in such inventory/product data feed or that Your Product is in a product category that Vetcove designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the customer.

"Media Product" means any book, magazine or other publication, sound recording, video recording, software product, computer game, videogame, or other media product in any format, including any related subscription, offered through a Vetcove Site.

"Purchase Price" means the total amount payable or paid for Your Product (including taxes and shipping and handling charges only to the extent specified in the applicable Tax Policies).

"Remittance Calculation Date" is defined in Section S-6.

"Required Product Information" means, with respect to each of Your Products in connection with a particular Vetcove Site, the following (except to the extent expressly not required under the applicable Program Policies): (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) SKU and UPC/EAN/JAN numbers, and other identifying information as Vetcove may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Vetcove from time to time); (d) categorization within each Vetcove product category and browse structure as prescribed by Vetcove from time to time; (e) digitized image that accurately depicts only Your Product, complies with all Vetcove image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality); (h) any text, disclaimers, warnings, notices, labels, warranties or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and UPC/EAN/JAN numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog; (p) the state or country Your Product ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products).

"Seller-Fulfilled Products" means any of Your Products that are not fulfilled using the Fulfillment by Vetcove Service.

"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and delivery date.

"Street Date" means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.

"URL Marks" means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, .edu, .ca, .fr, .jp) or any variation of a top level domain (e.g., dot com, dotcom, net, or com).

"Your Transaction" is defined in the General Terms of this Agreement; however, as used in these Selling on Vetcove Service Terms, it means any and all such transactions through Selling on Vetcove only.

Vetcove Boost Service Terms

Vetcove Boost, including Vetcove Product Ads, Vetcove Sponsored Products and Vetcove Text Ads (together "Vetcove Boost"), is a Service that allows you to advertise Your Products on Vetcove Network Properties. These Vetcove Boost Service Terms are part of the Agreement, and, unless specifically provided otherwise, concern and apply only to your participation in Vetcove Boost. BY REGISTERING FOR OR USING VETCOVE BOOST, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE VETCOVE BOOST SERVICE TERMS.

C-1 Vetcove Boost

Your Ads may be displayed or made available on Vetcove Network Properties as we determine. We do not guarantee that Your Ads will be displayed or made available on any Vetcove Network Property, or that Your Ads will appear in any particular position or rank. Notwithstanding any other provision of the Agreement, we may in our sole discretion restrict, modify or otherwise determine the content, appearance, design, functionality and all other aspects of Your Ads, and we may remove any of Your Ads without notice. Except to the extent expressly stated in the Agreement, you are solely responsible for all obligations, risks and other aspects pertaining to the sale of any products referred to in Your Ads, including order processing, order fulfillment, returns, refunds, recalls, misdelivery, theft, customer service, and collection of taxes. In addition, you are solely responsible for all ad content, URLs and any other information you submit to us in connection with Your Ads, and the websites and/or other properties to which Your Ads direct users (other than the Vetcove Site).

We may use mechanisms that rate, or allow users to rate, Your Products and/or your performance, and we may make these ratings and feedback publicly available. We may use any means we determine necessary to review and monitor Your Ads to improve our service and ad quality.

C-2 Product Information

You will, in accordance with applicable Program Policies, provide, in the format we require, accurate and complete information for each of Your Ads. You will update this information as necessary to ensure that it is at all times accurate and complete. You will not provide any information for, or otherwise seek to advertise for sale on any Vetcove Network Property, any products that are unlawful or are otherwise prohibited by applicable Program Policies.

C-3 Vetcove Boost Requirements

Using the highest industry standards, you will treat users and customers who link to your products via any of Your Ads with courtesy and respect during all stages of the buying process and resolve to our and their satisfaction in a timely and professional manner any related customer service matters we or they bring to your attention. You will ensure that Your Materials and your advertisement, offer, sale and fulfillment of Your Products comply with all applicable Laws and Program Policies. You will not, directly or indirectly, engage in any fraudulent, impermissible, inappropriate or unlawful activities in connection with your participation in Vetcove Boost, including: (a) sending multiple listings of identical products in the same feed or sending multiple feeds under different accounts; (b) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise; (c) collecting any user information from any Vetcove Network Property or retrieving, extracting, indexing or caching any portion of any Vetcove website or services or the websites or services of our Affiliates, whether through the use of automated applications or otherwise; (d) targeting communications of any kind on the basis of the intended recipient being a user of any Vetcove Network Property; (e) interfering with the proper working of any Vetcove Network Property, Vetcove Boost or our systems; or (f) attempting to bypass any mechanism we use to detect or prevent any of the activities described in this paragraph.

C-4 Payment and Tax Matters

You will pay us the applicable fee per Click. The per Click fee will be determined solely by Vetcove based on the amount you bid for each of Your Ads, consistent with any applicable product category minimums and Program Policies. You agree to pay us the applicable fees we calculate for your use of the Vetcove Boost Service in the applicable Local Currency only. In addition to any other means permitted by the Agreement, we may collect the applicable fees: (a) in accordance with the payment ladder described in the Program Policies; and (b) on a recurring monthly basis for any remaining unpaid fees accrued after the last ladder payment charged each month. If we choose to invoice you for amounts due to us under the Agreement, you will pay the invoiced amounts within 30 days of the date of the applicable invoice. We may require payment of interest at the rate of 1.5% per month or the highest legally permissible rate, whichever is lower, on all amounts not paid when due until paid in full. You will reimburse us for all fees incurred in connection with our collection of amounts payable and past due. You waive all claims related to the fees we charge (including fees based on suspected invalid Clicks on or invalid impressions of Your Ads), unless claimed within 60 days after the date charged. You understand third parties may generate impressions or Clicks on Your Ads for improper purposes and you accept this risk. Your sole and exclusive remedy for any suspected invalid impressions or Clicks is to request advertising credits within the timeframe set out above.

C-5 Effect of Termination

Upon any termination of the term of the Agreement or these Vetcove Boost Service Terms, all rights and obligations of the parties under these Vetcove Boost Service Terms will terminate, except that Sections C-1, C-2, C-4, C-5, C-6 and C-7 will survive termination.

C-6 Agents

If you are an Agent: (a) you represent and warrant that you have been appointed as an agent of a Vetcove Boost Participant, that you are duly authorized to enter into this Agreement on behalf of the Vetcove Boost Participant and have full power and authority to bind the Vetcove Boost Participant to this Agreement, and that the Agreement including these Vetcove Boost Service Terms will be enforceable against the Vetcove Boost Participant in accordance with its terms; (b) you will, upon our request, provide us written confirmation of the agency relationship between you and the Vetcove Boost Participant, including, for example, the Vetcove Boost Participant’s express acknowledgment that you are its Agent and are authorized to act on its behalf in connection with Vetcove Boost; (c) except as set forth in the Agreement, you will not make any representation, warranty, promise or guarantee about Vetcove Boost, us or your relationship with us; (d) you will perform your duties pursuant to the Agreement including these Vetcove Boost Service Terms in a professional manner consistent with any requirements we may establish; (e) you will not at any time use information received in connection with Vetcove Boost to conduct any marketing efforts targeted at our existing advertisers or Vetcove Boost Participants; and (f) you and the Vetcove Boost Participant are each responsible for all payment obligations under these Vetcove Boost Service Terms, and you and the Vetcove Boost Participant each waive any rights that might require us to proceed against one or more of you prior to proceeding against the other.

C-7 Miscellaneous

C-7.1 Representations

In addition to your representations and warranties in Section 5 of the Agreement, you represent and warrant to us that: (a) on any website to which Your Ads link (other than on the Vetcove Site), you will at all times post and comply with a privacy policy that complies with all applicable Laws; and (b) Your Materials and any information displayed on your website or on any website to which Your Ads link (for the Vetcove Site, only to the extent such information is based on Your Materials) comply with all applicable Laws (including all marking and labelling requirements) and do not contain any false, misleading, infringing, defamatory, obscene or sexually explicit materials (except to the extent expressly permitted under applicable Program Policies).

C-7.2 Indemnification

In addition to your obligations under Section 6 of the Agreement, you agree to indemnify, defend and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives and agents against any Claim arising from or related to: (a) your participation in Vetcove Boost, including the display of any of Your Ads, any website, Content, data, materials or other items or information to which Your Ads link, and any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing; and (b) if you are an Agent, any breach or alleged breach of your representations and warranties set forth in these Vetcove Boost Service Terms.

C-7.3 Disclaimers

IN ADDITION TO THE DISCLAIMERS IN SECTION 7 OF THE AGREEMENT, WE AND OUR AFFILIATES DISCLAIM AND YOU WAIVE ALL CLAIMS REGARDING ANY GUARANTEES ABOUT TIMING, POSITIONING, ADJACENCY, PERFORMANCE, QUANTITY OR QUALITY OF (AS APPLICABLE): PLACEMENTS, TARGETING, IMPRESSIONS, CLICKS, CLICK RATES, CONVERSION RATES, AUDIENCE SIZE, DEMOGRAPHICS OR ADVERTISING COSTS.

Vetcove Boost Definitions

"Agent" means an advertising agency or other person or entity who represents a Vetcove Boost Participant.

"Vetcove Boost Participant" means any person or entity enrolled in Vetcove Boost by you if you are the Agent of that person or entity.

"Vetcove Network Properties" means: (a) the Vetcove Site; (b) any website, device, service, feature or other online point of presence operated by Vetcove or any of our Affiliates; and (c) any Vetcove Associated Properties.

"Click" means each time a user clicks on any of Your Ads as determined solely by Vetcove.

"Your Ads" means any advertisement for Your Product based upon Your Materials that is displayed through Vetcove Boost.

Transaction Processing Service Terms

BY REGISTERING FOR OR USING ANY SERVICE OTHER THAN VETCOVE BOOST, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THESE TRANSACTION PROCESSING SERVICE TERMS FOR THAT SERVICE. NOTWITHSTANDING THE FOREGOING, IF A SEPARATE AGREEMENT GOVERNS THE OFFER, SALE OR FULFILLMENT OF YOUR PRODUCTS ON THE US VETCOVE SITE, THE TERMS OF THAT AGREEMENT WILL CONTINUE TO GOVERN THE PROCESSING OF YOUR TRANSACTIONS TO THE EXTENT DESCRIBED IN THAT AGREEMENT.

P-1 Payments Processing Agency Appointment

You authorize Stripe, Inc. to act as your agent for purposes of processing payments, refunds and adjustments for Your Transactions, receiving and holding Sales Proceeds on your behalf, remitting Sales Proceeds to Your Bank Account, charging your Credit Card, and paying Vetcove and its Affiliates amounts you owe in accordance with this Agreement or other agreements you may have with Vetcove Affiliates. Stripe provides the services described in these Transaction Processing Service Terms and the related services described in Sections S-1.4, S-2.2, S-6, W-3.2, W-3.3, W-3.4, W-6.3.2, W-6.3.3, W-7.5, and F-8.3 of the Agreement (collectively, the "Transaction Processing Services").

When a buyer instructs us to pay you, you agree that the buyer authorizes and orders us to commit the buyer's payment (less any applicable fees or other amounts we may collect under this Agreement) to you. You agree that buyers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds. We will remit funds to you in accordance with this Agreement.

P-2 Remittance

Stripe will remit funds to you in accordance with Sections S-6 and W-6.3.2 of the Agreement and these Transaction Processing Service Terms. Stripe' obligation to remit funds collected by it on your behalf is limited to funds that have actually been received by Stripe less amounts owed to Vetcove, subject to chargeback or reversal or withheld for anticipated claims in accordance with this Agreement. Without limiting Vetcove's rights to collect any amounts you owe, including as described in Section 2 of the General Terms of this Agreement, Stripe' receipt of Sales Proceeds discharges your obligation to pay applicable fees and other amounts under this Agreement to the extent the Sales Proceeds equal or exceed the fees and other amounts you owe and the Sales Proceeds are applied to the payment of those fees and amounts.

P-3 Your Funds

Your Sales Proceeds will be held in an account with Stripe (a "Seller Account") and will represent an unsecured claim against Stripe. Your Sales Proceeds are not insured by the Federal Deposit Insurance Corporation. Prior to disbursing funds to you, Stripe may combine Sales Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable Laws. You will not receive interest or any other earnings on any Sale Proceeds. To the extent required by applicable Laws, Stripe will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.

P-4 Verification

We may at any time require you to provide any financial, business or personal information we request to verify your identity. You authorize us to obtain from time to time consumer credit reports to establish or update your Seller Account or in the event of a dispute relating to this Agreement or the activity under your Seller Account. You agree to update all Seller Account information promptly upon any change. The Stripe Privacy Notice applies to your use of the Transaction Processing Services.

P-5 Dormant Accounts

If there is no activity (as determined by us) in connection with your Seller Account for the period of time set forth in applicable unclaimed property laws and we hold Sales Proceeds on your behalf, we will notify you by means designated by us and provide you the option of keeping your Seller Account open and maintaining the Sales Proceeds in your Seller Account. If you do not respond to our notice(s) within the time period we specify, we will send the Sales Proceeds in your Seller Account to your state of residency, as determined by us based on the information in your Seller Account. If we are unable to determine your state of residency or your Seller Account is associated with a foreign country, your funds may be sent to the State of Delaware.

Privacy

Please review our Privacy Notice, which also governs your use of Vetcove Services, to understand our practices.

Electronic Communications

When you use certain Vetcove Services, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by e-mail, by posting notices on our websites, by delivering notifications through our mobile applications or through other electronic means. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Copyright

All content included in or made available through any Vetcove Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Vetcove or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any Vetcove Service is the exclusive property of Vetcove and protected by U.S. and international copyright laws. All software used on this Vetcove Service is the property of Vetcove or its software suppliers and protected by United States and international copyright laws.

Trademarks

Vetcove, Vetcove Services, the Vetcove and Vetcove Services logos, and other graphics, logos, page headers, button icons, scripts, and product and service names included in or made available through any Vetcove Service are trademarks or trade dress of Vetcove in the United States and other countries. Vetcove's trademarks and trade dress may not be used in connection with any product or service that is not Vetcove’s, in any manner that is likely to cause confusion among users, or in any manner that disparages or discredits Vetcove. All other trademarks not owned by Vetcove that appear in any Vetcove Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Vetcove.

Patents

One or more patents owned by Vetcove apply to Vetcove Services and to the features and services accessible via Vetcove Services. Portions of Vetcove Services operate under license of one or more patents. Click here to see a non-exhaustive list of applicable Vetcove patents and applicable licensed patents.

License and Access

Subject to your compliance with these Terms of Use and your payment of any applicable fees, Vetcove Services LLC grants you a limited license to access and make personal use of this Vetcove Service and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Vetcove. This license does not include any resale or commercial use of any Vetcove Services its contents; any derivative use of any Vetcove Services or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. This Vetcove Service or any portion of this Vetcove Service may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Vetcove without our express written consent. You may not use any meta tags or any other 'hidden text' utilizing Vetcove’s names or trademarks without our express written consent. Any unauthorized use terminates the permission or license granted by Vetcove Services LLC. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of services.Vetcove.com so long as the link does not portray Vetcove, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any logo or other proprietary graphic or trademark of Vetcove as part of the link without our express written permission.

Your Account

If you use any Vetcove Service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computers and other applicable devices, and you agree to accept responsibility for all activities that occur under your account or password. Vetcove Services are not intended for use by children. If you are under 18, you may use Vetcove Services only with involvement of a parent or guardian. Vetcove reserves the right to refuse service, terminate accounts, or remove or edit content in its sole discretion.

Your License

If you submit material, and unless we indicate otherwise, you grant Vetcove a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Vetcove and its sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you submit; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Vetcove for all claims arising from content you supply. Vetcove has the right but not the obligation to monitor and edit or remove any activity or content. Vetcove takes no responsibility and assumes no liability for any content submitted by you or any third party.

Copyright Complaints

Vetcove respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement.

Services Descriptions

Vetcove attempts to be as accurate as possible. However, Vetcove does not warrant that descriptions of services or other content of this Vetcove Service is accurate, complete, reliable, current, or error-free. Vetcove provides links to other sites over which Vetcove has no control. Vetcove is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.

Disclaimer of Warranties and Limitation of Liability

VETCOVE SERVICES ARE PROVIDED BY VETCOVE ON AN 'AS IS' AND 'AS AVAILABLE' BASIS. VETCOVE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS VETCOVE SERVICE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED IN THIS VETCOVE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS VETCOVE SERVICE IS AT YOUR SOLE RISK. VETCOVE RESERVES THE RIGHT TO WITHDRAW OR DELETE ANY INFORMATION FROM THIS VETCOVE SERVICE AT ANY TIME IN ITS DISCRETION. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, VETCOVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VETCOVE SERVICES DOES NOT WARRANT THAT THIS VETCOVE SERVICE, ITS SERVERS, OR E-MAIL OR OTHER NOTIFICATIONS SENT FROM VETCOVEARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VETCOVE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS VETCOVE SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Applicable Law

By using any Vetcove Service, you agree that the laws of the State of New Jersey together with the Federal Arbitration Act and other applicable United States federal law, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods, will govern these Terms of Use and any dispute of any sort that might arise between you and Vetcove.

Disputes

Any dispute relating in any way to your use of this or any other Vetcove Services will be resolved by binding arbitration as described in this “Disputes” section, rather than in court, except that (i) you may assert claims in a small claims court that is a state or Federal court in New Jersey if your claims qualify and (ii) you or we may bring suit in any state or Federal court in New Jersey, submitting to the jurisdiction of such court and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the provisions of these Terms of Use as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, National Corporate Research, Ltd., 10 E 40th Street, 10th Fl, New York, NY 10016. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Vetcove will not seek attorneys' fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Vetcove and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration. Vetcove and you each waive any right to a jury trial.

Vetcove Services Policies; Modification, and Severability

Please review all policies applicable to Vetcove Services you use posted, or otherwise made available, through the applicable Vetcove Services. These policies also govern your visit to and use of Vetcove Services. We reserve the right to make changes to Vetcove Services policies, and these Terms of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

OUR ADDRESS

Vetcove 1 River Court, Suite 804 Jersey City, NJ 07310

Notice and Procedure for Making Claims of Copyright Infringement

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Vetcove's copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Vetcove that your copyrighted material has been infringed.

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed upon;
  • A specific description of where the material that you claim is infringing is located on the Vetcove Service;
  • Your address, telephone number, and e-mail address;
  • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

VETCOVE SOFTWARE TERMS

The following additional terms apply to any software (including any updates or upgrades to the software and any related documentation) that we make available to you from time to time for your use in connection with Vetcove Services (the “Vetcove Software”):

1. Use of the Vetcove Software.

You may use Vetcove Software solely for purposes of enabling you to use and enjoy Vetcove Services as provided by Vetcove, and as permitted by these Terms of Use and any Service Terms. You may not incorporate any portion of the Vetcove Software into your own programs or compile any portion of it in combination with your own programs, transfer it for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the Vetcove Software or otherwise assign any rights to the Vetcove Software in whole or in part. You may not use the Vetcove Software for any illegal purpose. We may cease providing any Vetcove Software and we may terminate your right to use any Vetcove Software at any time. Your rights to use the Vetcove Software will automatically terminate without notice from us if you fail to comply with any of these Terms of Use and any Service Terms. Additional third party terms contained within or distributed with certain Vetcove Software that are specifically identified in related documentation may apply to that Vetcove Software (or software incorporated with the Vetcove Software) and will govern the use of such software in the event of a conflict with these Terms of Use. All software used in any Vetcove Service is the property of Vetcove or its software suppliers and protected by United States and international copyright laws.

2. Use of Third Party Services.

When you use the Vetcove Software, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile platform provider. Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.

3. No Reverse Engineering.

You may not, and you will not encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the Vetcove Software, whether in whole or in part, or create any derivative works from or of the Vetcove Software.

4. Updates.

In order to keep the Vetcove Software up-to-date, we may offer automatic or manual updates at any time and without notice to you.

5. Export Regulations; Government End Users.

You must comply with all export and re-export restrictions and regulations of the Department of Commerce and other United States agencies and authorities that may apply to the Vetcove Software. If you are a U.S. Government end user, we are licensing the Vetcove Software to you as a "Commercial Item" as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Vetcove Software are the same as the rights we grant to all others under these Terms of Use.

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515 Madison Avenue

Suite 1910

New York, NY 10022

team@vetcove.com

646.504.2696