- Acceptance of Terms
govern access to and use of the Equihealth.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
("subscriber content") 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 subscriber
content and without notice to remove any that violates, in Patterson Veterinary's
sole discretion, the Terms.
- Permitted Uses
Subscriber and subscriber's employees may access and use the Site solely for
the purpose of viewing and managing subscriber's veterinary records, viewing diagnostic
illustrations and media, and utilizing practice management, marketing and client
communication services provided on the Site, all in the conduct of subscriber's
business. Such permitted uses include transmissions to subscriber's clients of content
created by subscriber using the marketing and communications services provided on
the Site. Limited access is permitted to those clients of subscriber who register
to access the Site as pet owners and agree to be bound by Patterson Veterinary's
- 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.
- 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
IN NO EVENT WILL PATTERSON VETERINARY BE LIABLE FOR ANY LOSS OF PROFITS OR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT
DAMAGES, HOWEVER CAUSED, ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE SITE,
(II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE, (III) ANY CLAIM
ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, (IV) UNAUTHORIZED
ACCESS TO OR ALTERATION OR LOSS OF SUBSCRIBER'S TRANSMISSIONS OR DATA, OR (V) ANY
OTHER MATTER RELATING TO THE SITE, EVEN IF PATTERSON VETERINARY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. IF SUBSCRIBER IS DISSATISFIED WITH THE SITE
USING THE SITE.
- 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
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
Patterson Veterinary reserves the right to change the Terms at any time, in
its sole discretion. Subscriber agrees that notice published on the Site constitutes
effective notice for all purposes. Subscriber's subsequent use of the Site shall
evidence subscriber's agreement to be bound by the Terms as modified. The most current
link located on the Site.
(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 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 refund any pre-paid fees or return any subscriber
content, and (ii) subscriber remains obligated to pay all fees incurred prior to
the cancellation or termination. 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.
- Credit Terms
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 Supply, Inc. 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.