Terms
of Use

Last Updated: May 2023

These Terms of Use ("Terms") apply to your access to and use of the (a) veterinaryanalytics.com website (or any successor links) and all associated web pages and websites (the "Website") and (b) online services, data, information and content available via the Website, including Reports (defined below) (collectively, the "Services") provided by Strategic Pharmaceutical Solutions Inc., dba Vetsource, Vet Success Inc., V2P2, LLC dba Vet2Pet and/or its or their affiliates ("Vetsource," "we" or "us").

PLEASE READ THE TERMS CAREFULLY BEFORE YOU START TO USE THE SERVICES. BY CLICKING "I AGREE" OR BY USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS. IF YOU DO NOT WANT TO AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

Additional terms and conditions may also apply to specific portions, services or features of the Services ("Additional Terms"). All such Additional Terms are hereby incorporated by this reference into these Terms. In the event of a conflict between these Terms and the Additional Terms, the Additional Terms control to the extent of the conflict.

1. ELIGIBILITY. The Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you meet the age requirements, and if you do not, you must not access or use the Services. If you use our Services on behalf of another person or entity, (a) all references to "you" throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person's or entity's behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
2. YOUR INFORMATION. You may provide certain information to Vetsource in connection with your access or use of our Services, or we may otherwise collect certain information about you when you access or use our Services. You agree to receive emails and other types of communication from Vetsource via the Services using the email address or other contact information you provide in connection with the Services. For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.
3. CHANGES TO THE TERMS. We may revise and update these Terms from time to time in our sole discretion. Unless we say otherwise in a notice, all changes to the amended Terms are effective immediately when we post them and apply to all access to and use of the Services, and your continued use of the Services following the posting of revised Terms will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
4. USER ACCOUNTS. You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us at [email protected] if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames. All account information is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
5. SERVICES. Subject to your continuing compliance with the Terms and timely payment of Fees (as applicable) and during your subscription term only, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Services for internal use, including the right to create and download reports ("Reports") from the Services for your internal business purposes. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights.
6. REPORTS. You may only create, download, print, copy or otherwise access and use Reports during your subscription term. Such access and use may be in hard copy, electronic data storage or other electronic form and regardless of the means of access or delivery. You may only use Reports and any extracts thereof in public presentations, speeches or marketing material or other business documentation when included with other materials for your business, as you may not publish, display or otherwise distribute Reports or any extracts thereof as stand-alone materials. You may distribute Reports to your employees, agents, officers, and business partners, provided such distribution is for your internal business use and such recipients are informed that the Reports are owned by Vetsource and may not be further distributed. You may not delete or alter any copyright, trademark or other proprietary rights notices from the Reports. Any use of the Reports or extracts thereof is contingent upon you prominently displaying Vetsource's (and its licensors') copyright notice, trade name(s), trademarks and other intellectual property rights notices on such Reports or extracts thereof.
7. INTELLECTUAL PROPERTY RIGHTS.  The Services, including the Reports, text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights therein and thereto, are owned by Vetsource or its licensors and are protected by United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services, including the Reports, are reserved by us or our licensors. Any use of the Services, including the Reports or extracts thereof other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
8. TRADEMARKS. The Vetsource name, Vetsource logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Vetsource or its affiliates or licensors. You must not use such marks without the prior written permission of Vetsource. All other names, logos, product and service names, designs and slogans on the Services are the trademarks of their respective owners.
9. PROHIBITED USES. You will not use our Services if you are not eligible to use our Services in accordance with Section 1 and will not use our Services other than for their intended purpose. Further, you will not, in connection with our Services:

• Violate any applicable federal, state, local or international law or regulation or any third-party right (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• Exploit, harm or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.

• Engage in any harassing, threatening, intimidating, predatory, or stalking conduct.

• Send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms.
• Transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
• Impersonate or attempt to impersonate Vetsource, a Vetsource employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Vetsource or users of the Services or expose them to liability.
• Sell or resell our Services.
• Develop or use any applications that interact with our Services without our prior written consent.
• Link to any online portion of the Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by Vetsource.
• Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
• Use any device, software or routine that interferes with the proper working of the Services.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer or database connected to the Services.
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.

• Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner.

10. FEES. Portions of the Services are available only for a fee. You will pay the fees applicable for the Services ("Fees") as quoted to you on the Website when you purchase the Services or as otherwise identified in Additional Terms, as applicable. Vetsource may calculate and collect taxes payable by you based on the billing information you provide at the time of purchase. You are responsible for, and will pay, all charges, related to using the purchased Services (e.g., data charges and currency exchange settlements). You will pay the Fees in U.S. Dollars. The subscription period for the Services will be as quoted to you on the Website when you purchase the Services or as otherwise identified in Additional Terms, as applicable. Monthly subscriptions will automatically renew unless you cancel the subscription prior to the renewal date. Vetsource may change its prices at any time; however, the Fees will remain in force for the duration of that subscription period for which you have paid. After that period ends, your use of the Services will be charged at the then-current price. If you do not agree to these price changes, you must stop using the Services and cancel your subscription by sending an email to [email protected]. If you cancel, your access and use of the paid-portion of the Services ends at the end of your current subscription period, and no refunds for previously-paid Services will be issued. Notwithstanding, you may have access to certain portions of the Services until the last day of your billing period. If you do not cancel in accordance with these Terms, your subscription for the Services will automatically renew at the then-current price and for the same subscription period, and Vetsource (or its payment processor) will charge your on-file payment card or method on the first day of the renewal of the subscription period.

If Fees are due, you will provide Vetsource with current, complete, accurate and authorized payment method information. You authorize Vetsource to charge your provided payment method for the Services you have selected and for any other paid features that you select. Vetsource may bill your payment card: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. If Vetsource has not received your payment, in order to bring your account up to date, Vetsource may bill you simultaneously for both past due and current Fees. If you do not cancel your subscription, we may automatically renew your subscription to the Services and charge you for any renewal term. You understand that failure to pay any applicable charges or fees may result in the suspension or cancellation of your access to and use of the Services.

11. CANCELLATION. You may stop using the Services at any time and in your sole discretion, with no need for justification and with no additional charge; however, no refunds for previously-paid Services will be issued. To do so, you must contact us at [email protected] to request deletion of your account and/or disablement of your subscription. In the event of cancellation, you are responsible for all amounts due and payable before the date of cancellation. Upon account termination or deletion and/or subscription expiration or cancellation, your rights to use the portions of the Services requiring an account will cease immediately and all rights to use downloaded Reports or excerpts thereof will immediately cease.
12. MODIFYING OR TERMINATING THE SERVICES. We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services. If we discontinue providing all or portions of the Services, we will refund any pre-paid subscription price, pro-rated to the amount of time remaining on your subscription (as applicable) and, where reasonably possible, give you advance notice.
13. THIRD-PARTY MATERIALS AND THIRD-PARTY CONTENT.

(a) The Services rely on or interoperate with third-party products and services, including data storage services, communications technologies, and internet and mobile operators (collectively, "Third-Party Materials"). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. You acknowledge that (i) the use and availability of the Services is dependent on third-party product vendors and service providers and (ii) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that the Services operate.

(b) We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content, materials and information available on or through the Services (collectively, "Third-Party Content"). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. All statements and/or opinions expressed in the Third-Party Content are solely the opinions and the responsibility of such third-party.

(c) We have no obligation to monitor Third-Party Materials or Third-Party Content, and we may block or disable access to any Third-Party Materials or Third-Party Content (in whole or part) through our Services at any time. Your access to and use of such Third-Party Content or Third-Party Materials may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Materials). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.

14. DISCLAIMER OF WARRANTIES. YOUR USE OF THE SERVICES AND ANY CONTENT OR MATERIALS PROVIDED THEREIN OR THEREWITH (INCLUDING THE REPORTS, THIRD-PARTY MATERIALS AND THIRD-PARTY CONTENT) IS AT YOUR SOLE RISK. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, THE SERVICES AND ANY CONTENT OR MATERIALS PROVIDED THEREIN OR THEREWITH (INCLUDING THE REPORTS, THIRD-PARTY MATERIALS AND THIRD-PARTY CONTENT) ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE FOREGOING, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

IN ADDITION, COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ANY CONTENT OR MATERIALS PROVIDED THEREIN OR THEREWITH (INCLUDING THE REPORTS, THIRD-PARTY MATERIALS AND THIRD-PARTY CONTENT) ARE ACCURATE, COMPLETE, RELIABLE, ERROR-FREE OR THAT ACCESS TO THE SERVICES OR ANY CONTENT PROVIDED THEREIN OR THEREWITH (INCLUDING THE REPORTS, THIRD-PARTY MATERIALS AND THIRD-PARTY CONTENT) WILL BE UNINTERRUPTED. While Vetsource attempts to make your use of the Services and any content or materials provided therein or therewith (including the Reports, Third-Party Content and Third-Party Materials) safe, we cannot and do not represent or warrant that our Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) or our servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Services and any content provided therein or therewith (including the Reports, Third-Party Content and Third-Party Materials).

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Vetsource, the Vetsource Parties, and their respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.

15. LIMITATION ON LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VETSOURCE, AND THE OTHER VETSOURCE PARTIES, WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY-WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE-FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF VETSOURCE OR THE OTHER VETSOURCE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

THE TOTAL AGGREGATE LIABILITY OF VETSOURCE AND THE OTHER VETSOURCE PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, REPORTS AND ANY CONTENT, DATA, INFORMATION OR OTHER ITEMS OBTAINED THROUGH THE SERVICES OR ANY WEBSITES LINKED TO THE SERVICES (AND ANY CONTENT OR SERVICES OR ITEMS OBTAINED THROUGH SUCH LIKED WEBSITES), REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF US$10.00 OR THE AMOUNT PAID BY YOU TO US TO USE THE SERVICES IN THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO ANY CLAIM.

THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT OF VETSOURCE OR THE OTHER VETSOURCE PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

16. INDEMNIFICATION. To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Vetsource and our affiliates, and each of our respective officers, directors, employees, contractors, agents, licensors, suppliers, partners, and successors and assigns ("Vetsource Parties") from and against any claims, liabilities, damages, judgments, awards, losses, costs, or expenses ("Claims") arising out of or relating to: (a) your violation of these Terms; (b) your Feedback; (c) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (d) your access to or use of the Services, including the Reports and any other content, data, information or other items obtained through the Services. You will promptly notify the Vetsource Parties of any third-party Claims, cooperate with the Vetsource Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys' fees). The Vetsource Parties will have control of the defense or settlement, at Vetsource's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Vetsource or the other Vetsource Parties.
17. GOVERNING LAW AND JURISDICTION. All Claims and other matters relating to the Services and these Terms will be governed by and construed in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The state and federal courts located in the County of New Castle, Delaware, will have exclusive jurisdiction. You and Vetsource waive any objection to venue in any such courts.
18. NO WAIVER; SEVERABILITY. Vetsource's failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. If any portion of these Terms is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.
19. ENTIRE AGREEMENT. These Terms and any applicable Additional Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties.
20. OTHER.The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word "including" will be interpreted to mean "including without limitation." Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.
21. YOUR COMMENTS AND CONCERNS. All feedback, comments, requests for technical support and other communications, including ideas, original or creative materials or other information about Vetsource or our Services (collectively, "Feedback") is voluntary and should be directed to:  [email protected]. You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Vetsource's sole discretion. You understand that Vetsource may treat Feedback as nonconfidential.