- Acceptance of Terms
govern access to and use of the ePetHealth.com website (the "Site") by you, the
veterinary care provider ("subscriber"). The Site is owned by Patterson Veterinary
Supply, Inc., ("Patterson Veterinary"). By accessing the Site, subscriber agrees
to the Terms.
- Subscriber's Agreements
Subscriber agrees (i) to use the Site only for lawful purposes and in compliance with all applicable laws, including privacy and data collection laws, (ii) to take no action that might compromise the security of the Site, render it inaccessible to others, or otherwise cause damage to the Site, (iii) to use the Site only for permitted uses described in Section 3 and otherwise in accordance with the Terms and any on-line user instructions, (iv) not to frame, link to, or create derivative works based on the Site, except as expressly authorized in the Terms, (v) not to copy any of the materials or information available from the Site, except as expressly authorized in the Terms, (vi) not to post, upload or otherwise transmit any content, including any data or other information about, related to or supplied by clients of subscriber, that is misleading, threatening, abusive, hateful, or racially or ethnically objectionable, or that subscriber does not have a right to post, upload or transmit, or that otherwise infringes the rights of any third parties, and (vii) to comply with all terms of any other agreement with Patterson Veterinary. Subscriber understands that access to the Site is password protected and agrees to maintain the confidentiality of subscriber's password, including providing its password only to those employees who require access to the Site for the performance of their jobs. Patterson Veterinary reserves the right, but is not obligated, to review any information related to or posted by subscriber or subscriber's clients and without notice to remove any that violates, in Patterson Veterinary's sole discretion, the Terms.
- Permitted Uses
- Intellectual Property
The Site is the property of Patterson Veterinary, and is protected by state, federal and international copyright, trademark and other intellectual property laws. No reproduction, distribution, or transmission of the copyrighted materials of the Site is authorized without the prior written permission of Patterson Veterinary, except as expressly authorized by the Terms.
- Subscriber Content
"Subscriber Content" is all data, information and materials created by, or pertaining to subscriber, including information about, related to or supplied by subscriber's clients. Subscriber represents and warrants that (i) all Subscriber Content posted, uploaded or transmitted to or using the Site is true, accurate and complete, and (ii) subscriber has the right to post, upload or transmit the Subscriber Content and to grant the license to Patterson Veterinary herein with respect to the Subscriber Content. Subscriber hereby grants to Patterson Veterinary a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, sub licensable right and license to (a) aggregate, compile, decompile, manipulate, reproduce, modify, supplement, adapt, translate, create derivative works from, distribute, publish, disclose and otherwise use all Subscriber Content for any and all purposes, including without limitation, commercial purposes unrelated to the Site, (b) further sublicense the Subscriber Content to third parties, and (c) use the Subscriber Content to power Patterson Veterinary and third party applications and services. In connection with the foregoing license, Patterson Veterinary shall be permitted to extract Subscriber Content itself or using third party extractors and extractor tools, and to store (including indefinitely) the Subscriber Content either or both on servers and cloud-based storage, in each case using providers selected by Patterson Veterinary. Subscriber covenants not to grant any rights or licenses to the subscriber content that are inconsistent with the license granted to Patterson in these Terms.
- Disclaimer of Warranties
PATTERSON VETERINARY MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SITE. PATTERSON VETERINARY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SITE AND ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED VIA THE SITE. PATTERSON VETERINARY DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
- Disclaimer of Liability
- Limitation of Liability
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PATTERSON VETERINARY'S CUMULATIVE LIABILITY UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT, TORT, WARRANTY, OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED FEES PAID BY SUBSCRIBER FOR THE SITE DURING THE TWELVE MONTHS PRECEDING THE DATE SUBSCRIBER PROVIDES NOTICE TO PATTERSON VETERINARY OF ANY CLAIM, DEMAND, ACTION OR SUBSCRIBER DAMAGE OF ANY KIND.
Subscriber shall indemnify, defend and hold Patterson Veterinary and its affiliates, officers, directors, employees and agents harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including reasonable attorney's fees) resulting from (i) subscriber's use of the Site, (ii) subscriber's failure to comply with any provision of the Terms, or (iii) should any representation of subscriber to Patterson Veterinary prove false in any material respect. Patterson Veterinary reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by subscriber, in which event subscriber agrees to cooperate with Patterson Veterinary in asserting any available defenses.
- Change of Terms
(a) By Patterson Veterinary. Patterson Veterinary may terminate subscriber's access to the Site, in whole or in part, (i) immediately and without prior notice if subscriber fails to comply with any provision of Section 2 or if any representation of subscriber to Patterson Veterinary is false in any material respect, or (ii) if subscriber fails to comply with any other provision of the Terms, or to pay when due any amount owing to Patterson Veterinary, which failure continues for fifteen (15) days after notice from Patterson Veterinary. Patterson Veterinary may discontinue the Site or terminate subscriber's access to the Site with or without cause at any time upon thirty (30) days' notice to subscriber.
(b) By Subscriber. Subscriber may discontinue use of the Site at any time upon thirty (30) days' notice to Patterson Veterinary by calling Patterson Veterinary's sales representatives at 1-888-826-0935.
(c) Consequences of Termination. Upon any cancellation or termination, (i) Patterson Veterinary has no obligation to return any Subscriber Content, (ii) subscriber remains obligated to pay all fees incurred prior to the cancellation or termination, including without limitation, to the extent subscriber cancels the subscription, any cancellation fees referenced in subscriber's subscription selection, and (iii) unless Patterson Veterinary discontinues the Site or terminates subscriber's access to the Site without cause, (A) Patterson Veterinary has no obligation to refund any pre-paid fees, and (B) subscriber may no longer be entitled to discounts on other products licensed or subscribed to by subscriber with the Site. The disclaimers and limitations of liability set forth in the Terms shall survive termination.
Subscriber agrees that notice posted on the Site or by email to the email address furnished by subscriber when subscribing to the Site, as subsequently updated by subscriber, constitutes effective notice for all purposes. Subscriber shall be solely responsible for updating subscriber's registered email address. If prior notice is required, unless the Terms expressly provide for a longer period, subscriber agrees that ten days' advance notice shall be reasonable for all purposes. Actual notice by telephone or other means shall be effective upon receipt by subscriber.
- Data Retention
Patterson Veterinary encourages subscriber to maintain a back up version of any Subscriber Content on the Site, including pet health records.
- Force Majeure
Patterson Veterinary shall not be liable for any delay or failure due to any cause beyond its control, including, without limitation, restrictions of law, regulations, orders or other government directives, labor disputes, acts of God, acts of third party vendors or suppliers, or mechanical or electrical breakdowns.
- Pricing; Credit Terms
Patterson Veterinary may change subscriber’s subscription fee for the Site without notice to subscriber. The updated fee will commence with subscriber’s next full billing period. Statements will be mailed monthly. 1% cash discount 10th net 25th Payments should be made payable to Patterson Veterinary Supply, Inc. Payments by credit card are not entitled to the 1% discount. All past due invoices will be assessed a monthly finance charge equal to 1.5% (18% annually). In the event of default, the undersigned agrees to pay all costs of collection including reasonable attorney fees and court costs. If your bank returns any check unpaid, you will be charged a $30.00 return check fee. Applicant authorizes Patterson Veterinary to obtain a written or oral credit report from any reporting agency. Regardless of whether the signature(s) on this application indicate(s) a representative capacity, the individual(s) signing this application agree(s) to be personally responsible for payment of the account.
The Terms constitute the entire agreement between subscriber and Patterson Veterinary with respect to the subject matter contained in the Terms and supersede all previous and contemporaneous agreements and communications, whether written or oral. The Terms shall be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to any principles of conflicts of law. Subscriber submits to the non-exclusive jurisdiction of the state and federal courts presiding in Ramsey County, Minnesota, over any action relating to the Site. Any subscriber located outside the United States consents to having subscriber's data and other subscriber content transferred to and processed in the United States. If any provision of the Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions. Failure to insist on strict performance of any provisions of the Terms will not operate as a waiver of any subsequent default or failure of performance. No waiver of any provision of the Terms will be valid unless in writing and acknowledged in writing or electronically by both parties.