Referral Program Rules, Terms, & Conditions

Welcome to Vetcove Inc.’s (“Vetcove,” or “we”) Referral Program (the “Program”). The Program makes it easy for you to share Vetcove’s procurement platform (the “Platform”) with your friends and colleagues while earning rewards at the same time. For every veterinary clinic that you refer to join the Platform, you will be eligible for a paw-some reward! In addition, your referred friends or colleagues will also get some extra sweet treats.

Please read these terms and conditions (“Terms”) carefully. By participating in the Program, you acknowledge that you have read and agree to be bound by these Terms and any other terms incorporated by reference. If you do not agree to these Terms, do not participate in the Program.

These Terms apply to participation in the Program by eligible veterinary clinics (“Users” or “you”). By participating in the Program, you agree to use the Program as set forth herein, and consistent with any other terms that Vetcove may apply to govern the Program. If you do not agree to these Terms in their entirety, you may not register or participate in the Program. Users also may not participate in the Program where doing so would be prohibited by any applicable laws or regulations. Users are responsible for ensuring that their participation in the Program complies with all applicable federal, state, and local laws and regulations and rules of professional conduct. This Program shall be deemed void where prohibited by law or regulations. Participation in the Program is entirely voluntary and is not conditioned upon, nor intended to influence, the recommendation, prescribing, dispensing, or sale of any veterinary products. Clinics and veterinarians retain full and independent discretion in all medical and treatment decisions, including but not limited to the selection, prescribing, dispensing, and recommendation of any treatment or product, based solely on their professional judgment and the medical needs of the patient. Nothing in these Terms & Conditions, nor any benefit under the Program, shall be construed as an inducement, remuneration, or incentive to influence medical decision-making, nor as fee-splitting, a commission, or any other form of unlawful remuneration under federal or state laws, including but not limited to pharmacy board regulations, or veterinary professional conduct rules.

Vetcove reserves the right to modify or amend at any time the Terms, and by way of example only, the methods through which rewards are earned, the Program duration, the value of Referral Rewards (defined below) and/or the eligibility criteria. We also reserve the right to disqualify or suspend any Referrers or Referred Clinics (each as defined below) from participation in the Program at any time in our sole discretion including but not limited to cases of: (a) suspected abuse, fraud, or misrepresentation; (b) failure to comply with these Terms; (c) violation of applicable laws, regulations, or professional standards; (d) conduct deemed detrimental to Vetcove or the intent of the Program; or (e) any other reason we deem appropriate. In addition, we reserve the right to terminate or suspend the Program at any time. Any modifications to these Terms will apply prospectively from the stated effective date and will not apply retroactively, unless otherwise stated. To the extent required by applicable law, we will provide notice of any material changes or termination of the Program. Your continued participation in the Program after any modifications take effect constitutes your acceptance of such modifications. Participation in the Program constitutes acceptance to receive Program-related communications from us, including but not limited to notifications about Program benefits, referral status, and updates to these Terms. These Terms constitute the entire agreement between User and Vetcove concerning User’s participation in the Program.

Users who refer other veterinary clinics to the Platform are “Referrers”; those veterinary clinics who are referred to the Platform are “Referred Clinics.” To qualify as an eligible Referrer, Users must:

Please note that certain veterinary corporate groups and related animal health entities are not eligible to participate in the Program. When registering for the Program, Referrers must use the same email address that is registered with their existing Vetcove user account. In administering the Program, Vetcove reserves the right to determine if a Referrer’s user account is valid based on criteria that include, but are not limited to, a user’s account activity and corporate group membership. In addition, we reserve the right to deny, revoke, or suspend participation in the Program at any time, with or without notice, including where a User no longer meets the eligibility requirements or violates these Terms.

If you have any questions regarding the eligibility criteria or your ability to participate in the Program, you can reach our support team by email at: support@vetcove.com.

To participate in the Program, navigate to your referrals page (shop.vetcove.com/invite) (the “Referrals Page”) and follow the on-screen instructions to start referring. You will be provided with a unique code (“User Code”) which you can share with other eligible veterinary clinics during the program period (the “Eligibility Period”). If a Referred Clinic (a) uses your User Code in signing up; (b) connects their new Vetcove account to at least one (1) vendor; and (c) places at least one (1) direct checkout with a connected vendor during the Eligibility Period, your referral will be considered a “Completed Referral”. For each such Completed Referral, you as the Referrer will be eligible to receive twenty-five dollars ($25) in Vetcove cashback (the “Referral Reward”), and the Referred Clinic will also be eligible to receive twenty-five ($25) in Vetcove cashback. All Referral Reward(s) will appear automatically in your Vetcove account’s cashback balance once issued and remain subject to all additional terms and conditions applicable to Vetcove’s cashback program (more details available here). Your User Code will be accessible and valid for the duration of the Program and may be redeemed up to twenty (20) times during the Eligibility Period.

From time to time during the Eligibility Period, Users may be offered special promotions (“Special Promotions”), which may consist of, but shall not be limited to, additional cashback for Completed Referrals. These Special Promotions may be offered to some, but not all Users, depending upon historical Vetcove usage, Completed Referrals, or for other reasons in Vetcove’s discretion. Such Special Promotions may be offered for a limited time and will give Referrers (and in some cases, Referred Clinics) additional perks and rewards. Any additional terms, including expiration dates for any Special Promotion, will be provided with the notice accompanying any Special Promotion. Referrers participating in any Special Promotions will only be eligible to receive the rewards as outlined in the Special Promotion for successful referrals executed prior to the end date of the Special Promotion period. At the close of any Special Promotion or this Program, Vetcove may make available additional rewards for Users, depending on certain Program or Special Promotion criteria.

Referral Reward(s) will be awarded for referrals that meet the following conditions:

If a Referred Clinic receives more than one User Code, Vetcove will provide the Referral Reward to the Referrer whose User Code is used to complete the registration process. All Completed Referrals are subject to verification by Vetcove and Referral Reward(s) for such Completed Referrals will be awarded within a reasonable time thereafter. Referral Rewards may be redeemed for gift cards or a check, consistent with Vetcove’s cashback program. Users are solely responsible for any applicable taxes related to Referral Rewards and cashback redemptions. Vetcove may withhold a Referral Reward or any related reward if it reasonably believes additional verification is required. Vetcove may also withhold or invalidate any referral, Referral Reward or other reward it deems fraudulent, suspect, or in violation of these Terms or if Vetcove in its sole discretion believes awarding a credit or verifying and approving a transaction will impose liability on Vetcove, its subsidiaries, affiliates or any of their respective officers, directors, employees, representatives and agents. If we determine that you have engaged in fraud, abuse, or any prohibited conduct, we reserve the right to seek repayment of improperly obtained Referral Rewards including by offsetting such amounts against (a) any other cashback amounts earned by User or later earned or credited to User and/or (b) any other amounts otherwise payable by Vetcove to User.

Referrers agree that they will not violate any of these Terms, or otherwise engage in any activity that could be considered harassment toward any other User or persons. Specifically, and without limitation, Users agree not to use the Program to:

Vetcove may prohibit anyone from participating in the Program or receiving a Referral Reward or any other award if Vetcove determines such User is attempting to undermine the fairness, integrity or legitimate operation of the Program in any way by cheating, hacking, deception, or any other unfair practice (including, without limitation, actions intended to annoy, abuse, threaten or harass any other Vetcove users, whether or not enrolled in the Program, or Vetcove personnel . Vetcove reserves the right to disqualify anyone, cancel Referral Rewards, disable or suspend an account, and contact legal authorities (including law enforcement), if it should discover that a User is tampering with the entry or referral process, or the operation of the Program or violating these Terms or any other terms between Vetcove and Users.

You agree to indemnify, defend and hold Vetcove and its affiliates and their respective officers, directors, employees, contractors, licensors, representatives, agents, successors and assigns (collectively, the “Released Parties”) harmless from and against any and all third-party claims, demands, liabilities, costs, judgements, awards, losses, costs or expenses, including reasonable attorney’s fees and costs, arising from, or related in any way to: (i) your participation in the Program; (ii) any breach by you of any of these Terms or other terms or agreements with Vetcove; or (iii) your violation of applicable law or regulation.

Participation in the Program may require a Referred Clinic and/or a Referrer to submit personal information about themselves (i.e., name and email address) or others. The personal information will be collected, processed and used in accordance with Vetcove’s Privacy Policy, which may be found here. In addition, personal information may be used by Vetcove to contact Users in regard to participation in the Program . In addition, Vetcove complies with the federal CAN-SPAM Act and honors requests of consumers and customers who chose to opt out of receiving marketing emails. Accordingly, if you designate a referral email address that has previously opted out of receiving our marketing emails, that email address may not receive Program communications and Vetcove is not required to notify you if such communications are not sent.

The Platform, the Referrals Page, and the Program contain content that includes designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, “Vetcove Content”). As between Referrer and Vetcove, all Vetcove Content is the property of Vetcove or its licensors and is protected under copyright, trademark, and other laws. The compilation (meaning the collection, arrangement, and assembly) of all Vetcove Content on the Platform, the Referrals Page, and the Program is the exclusive property of Vetcove and is protected by copyright, trademark and other laws.

VETCOVE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS OR THE PROGRAM OR ANY OF THE REFERRAL REWARDS OR BENEFITS ASSOCIATED WITH THE PROGRAM, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. VETCOVE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE FINANCIAL, REGULATORY, OR TAX IMPLICATIONS OF THE PROGRAM.

YOU AGREE THAT THE RELEASED PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY (A) INTERRUPTION OF BUSINESS; (B) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE PROGRAM; (C) DATA NON-DELIVERY, ERRORS, LOSS, THEFT, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (D) LOSS, ERRORS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF ANY REFERRAL REWARD OR BENEFIT OF THE PROGRAM; (E) COMPUTER VIRUSES, SYSTEM FAILURES, OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH THE PLATFORM; (F) ANY INACCURACIES, ERRORS OR OMISSIONS IN PROGRAM ADMINISTRATION OR CONTENT; OR (G) EVENTS BEYOND OUR REASONABLE CONTROL. VETCOVE MAKES NO REPRESENTATIONS OR WARRANTIES THAT DEFECTS OR ERRORS WILL BE CORRECTED.

FURTHER, THE RELEASED PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE PROGRAM OR YOUR PARTICIPATION THEREIN, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY FOR SUCH CLAIMS EXCEED THE LESSER OF (A) YOUR ACTUAL LOSS; OR (B) $1,000. THE FOREGOING DISCLAIMER, EXCLUSIONS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, YOUR PARTICIPATION IN THE PROGRAM, USE OF ANY REFERRAL REWARDS OR OTHER BENEFIT OR THESE TERMS MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE. IF YOU ARE DISSATISFIED WITH THE PROGRAM, NON-PARTICIPATION IS YOUR SOLE REMEDY.

Any dispute, controversy, or claim arising out of or relating in any way to the Program, these Terms, or your participation in the Program, including but not limited to the validity, interpretation, breach, or termination thereof, shall be resolved exclusively through final and binding arbitration, rather than in court, except that you or we may assert claims in small claims court if your claims qualify. The arbitration shall be administered by the JAMS in accordance with its then-current Comprehensive Arbitration Rules and Procedures, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.

The arbitration shall be conducted by a single arbitrator and shall be conducted remotely (e.g., via videoconference), unless otherwise agreed to by the parties. The arbitrator shall have the exclusive authority to resolve all disputes covered by this section, including disputes relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that any part of this arbitration agreement is void or voidable. If any portion of this arbitration clause is found to be unenforceable, the remaining portions shall remain in full force and effect.

To the fullest extent permitted by applicable law, you and we agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a class, consolidated, or representative action. You expressly waive any right to participate as a plaintiff or class member in any purported class action or representative proceeding. The arbitrator may not consolidate more than one person’s or entity’s claims or otherwise preside over any form of a representative or class proceeding.

These Terms, the Program, and any dispute arising out of or relating thereto shall be governed exclusively by and construed in accordance with the substantive laws of the State of Florida, without regard to its conflict of law principles. Except as otherwise provided in the “Binding Arbitration” section above, if any dispute is determined not to be subject to arbitration, such dispute shall be brought exclusively in the state or federal courts located in Miami, Florida, or another court of competent jurisdiction upon mutual agreement of the parties. You irrevocably consent to the personal jurisdiction and venue of such courts.

Participation in the Program does not create any agency, partnership, joint venture, or employment relationship between you and Vetcove. No third party shall have any rights under these Terms, and nothing in these Terms shall be construed to create any rights or obligations for any third party. By participating in the Program, you agree that these Terms govern your participation in the Program. These Terms are intended to supplement, and not amend or modify, any other agreement that may exist between you and Vetcove. To the extent of any conflict or inconsistency between these Terms and any other agreement between you and Vetcove, these Terms shall control solely with respect to your participation in the Program. This includes, without limitation, provisions regarding Program eligibility, Dashboard communications, and Program administration.