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Purina® Pro Plan® Vet Direct

Clinic Terms of Participation

 

Purina® Pro Plan® Vet Direct Clinic Terms of Participation

 

Last Updated Date: June 20, 2023

 

Welcome to Purina® Pro Plan® Vet Direct (the “Services”). By signing up for an Account (as defined in Section 2.1 below) and using the Services, you are agreeing to be bound by the following terms and conditions (the “Terms”).

As used in these Terms, “we”, “us”, “our” and “Purina” means Nestlé Purina PetCare Company, and “you” means the participating veterinary clinic.

You hereby accept all of the terms and conditions contained herein or expressly referenced in these Terms, including our Website Terms and Conditions here, our Terms of Sale here, our Privacy Policy here and About Our Ads here. Some Services may require you to agree to additional terms and conditions prior to use of such Services. You further represent and warrant that (i) the person accepting these Terms has the authority to accept them on your behalf, and (ii) you are responsible for the actions taken by anyone with access to your account, including any affiliated company(s) and their respective owner(s) and/or employee(s).

We reserve the right, in our sole discretion, to modify, discontinue or terminate the Services and to modify these Terms at any time. If we modify these Terms, we will update the Terms on www.proplanvetdirect.com (the “Site”) and update the “Last Updated Date” at the top of these Terms. Please review this page and these Terms from time to time so you are aware of any changes. By continuing to access or use the Services after we have modified the Terms, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, please cease using the Service.

1.      Services

1.1  About VetDirect.  VetDirect is an e-commerce platform and clinic management tool that provides a variety of services to participating veterinary clinics and consumers. Services may be provided by us or provided by third parties.

1.2  Prescription Management.  VetDirect allows you to manage client prescriptions for Purina® Pro Plan® Veterinary Diets by providing electronic signature/approval in response to e-mail requests our through the Prescriptions page on the Clinic Manager dashboard.  

1.3  Referral Allowance.  VetDirect allows you to earn a referral allowance when clients purchase certain pet food, supplement, treat and litter products directly from Purina as described in Section 3 below. 

1.4  Marketing and Education Support.  VetDirect gives you direct access to marketing materials to support education and promotion of Purina® Pro Plan® Veterinary Diets and associated services via the Clinic Manager dashboard.  

1.5  Product Inventory Ordering.  VetDirect allows you to order certain Purina® Pro Plan® Veterinary Diets, Purina® Pro Plan® Veterinary Supplements, Purina® Pro Plan® wellness diets, Purina® treats and litter (the “Products”) directly from Purina as described in Section 4 below.  

 

2.      Account Terms

2.1  To access and use the Services, you must register for a VetDirect clinic account (“Account”). To complete your Account registration, you must provide us with the full legal name of your business, business address, phone number, the name and valid email address of the clinic manager/primary contact, email address for prescription management, and any other information requested by Purina. Purina may reject your application for an Account, or cancel or suspend an existing Account, for any reason, at our sole discretion.

2.2  You must be a sole proprietor over the age of 18 or an incorporated business with the power to agree to these Terms to open an Account. By using the Services, you represent that you (i) are a veterinary clinic, (ii) are located in the 48 contiguous United States or D.C., and (iii) accept these Terms.  

2.3  You confirm that you are receiving Services for the purposes of carrying on veterinary clinic business activities and not for any personal, household or family purpose.

2.4  You acknowledge that Purina will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide, and your Primary Email Address must be capable of both sending and receiving messages. 

2.5  You are responsible for keeping your Account and password secure. Purina cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.

2.6  Technical support in respect of the Services is provided in our sole discretion and without warranty.

 

3.      Service Fees and Referral Allowance

3.1   Registering for the Service is free. There may be other costs and/or fees associated with your use of the Services.  We will notify you in advance of the amount of any such fees charged.

3.2  If your client purchases Products from Purina on the Site and associates such purchase with your Account, Purina will use reasonable efforts to credit your Account with a referral allowance. In order to receive credits, your Account must be in good standing and in compliance with these Terms when Purina determines and pays the credit.  In addition, you must have a valid W-9 on file with Purina.

3.3  The amount of the credit is calculated by Purina in its sole discretion. Purina pays credits in accordance with the directions of the Account within 90 days of the client’s purchase.  Purina shall not be accountable for payment of credits to any other person, or responsible for allocating credits among any group or association. If you believe Purina missed a credit or made any other mistake, you must provide Purina with written notice within 180 days of the client’s purchase and provide information reasonably requested by Purina. Purina will make payment using the information provided.  If your Account is closed, you forfeit all unpaid credits. 

3.4  Purina reserves the right to deny allowances where a problem with the sale. This may occur if the client returns the product or requests a refund from Purina, or if Purina determines, in its sole discretion that the purchase is not for the personal use of a client’s pet under the care of the clinic.  

3.5  You agree that sales representative laws do not apply to your use of Vet Direct and/or any referral allowance earned.

 

4.      Product Inventory

4.1  Any order placed by you via VetDirect is subject to the Nestlé Terms of Sale and will be delivered directly to your clinic for in-clinic resale by you to your clients.  

4.2  In order to protect the quality of the Products, you must handle and store all Products held in your inventory in accordance with applicable laws, regulations and instructions that we provide to you. You are responsible for preventing contamination, infestation and adulteration while the products are in your control. You may not resell any Products that become contaminated, invested or adulterated. Contact your Purina sales representative before disposing of any unsaleable product.

 

5.      Purina Rights

5.1  The Services have a range of features and functionalities. Not all Services or features will be available to all Accounts at all times, and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.

5.2  We reserve the right to provide Services to your competitors or make alternative services available to some of our customers and make no promise of exclusivity. 

5.3  In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, corporate resolutions, or confirmation of your relationship to an entity.

5.4  Purina reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful owner, without prejudice to our other rights and remedies, Purina reserves the right to temporarily suspend an Account until resolution has been determined between the disputing parties. We may also close an Account without notice.

5.5  Purina is entitled to rely on the actions of and information provided by any person with access to the Account without any duty to investigate or confirm the identity or authority of the person. 

 

6.      Confidentiality

6.1  If we provide you with any reports or other information related to your Account, that information is intended solely for your internal business use. Without our prior written consent, you are not authorized to share such information with any other person, except as required by applicable law, court order, or to obtain legal, tax or financial advice.

6.2  You acknowledge that information related to the Services and information shared with us by the purchasers of our products is our property, even if the purchaser is also your client. We will use, store, transfer and disclose such information in accordance with applicable laws and the terms and conditions applicable to such information. Unless we agree in advance in writing to keep specific information confidential, you agree that you will not share any information with us that you expect to keep confidential. 

 

7.      Purina Intellectual Property

7.1  You acknowledge and agree that the Service may contain images and descriptions of products and other content that are protected by copyright, trademark, or other laws of the United States and foreign countries. Except as expressly stated otherwise on the Site, Purina and its licensors exclusively own all right, title and interest in and to the Service and associated content (the “Content”), including all associated intellectual property rights. You agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, remove, obscure, or create derivative works based on any copyright, trademark, service mark, or other proprietary right contained on, incorporated in, or accompanying the Service or Content.

7.2  All trademarks, service marks, logos, trade names, and other proprietary designations of Purina (the “Purina Trademarks”) displayed on the Service or Content are trademarks or registered trademarks of Purina or its affiliates. Any other trademarks, service marks, logos, trade names, and other proprietary designations displayed on the Service or Content may be the trademarks or registered trademarks of their respective owners. All goodwill generated from the use of Purina Trademarks will inure to Purina’s exclusive benefit.

7.3  Subject to your compliance with these Terms, Purina grants you limited, non-exclusive, non-transferable permission to access, view, and print any Content solely for your business purposes. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, or otherwise exploit the Service or Content, except as expressly permitted by these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Purina or its licensors, except for the rights expressly granted in these Terms. Any violation of the foregoing will constitute a breach of these Terms and may result in immediate termination of your right to use the Service.

 

8.      Disclaimer of Warranties; Limitation of Liability and Indemnification

8.1  Purina provides a satisfaction guarantee for our Products, available in writing and as described on the Product packaging.  You agree that you are making using of the Services at your own risk, and that we make them available to you strictly on an “AS IS” and “AS AVAILABLE” basis WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF INFORMATIONAL CONTENT, NON-INFRINGEMENT OR OTHERWISE. ACCORDINGLY, WE DISCLAIM ANY AND ALL WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE AS WELL AS ANY AND ALL WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY MINIMUM REFERRAL ALLOWANCES OR CREDITS. The foregoing limitations and disclaimers shall not apply to you to the extent applicable law prohibits their application. 

8.2  You expressly understand and agree that, to the extent permitted by applicable laws, Purina will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms (however arising, including as a result of negligence).

8.3  You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party, including any individual using or otherwise associated with your account, due to or arising out of (a) your breach of these Terms or the documents it incorporates by reference; (b) your improper use of our Services; (c) your violation of any law or the rights of a third party; and (d) claims for referral allowance credits or any other payment.

8.4  You will be responsible for any breach of the Terms by your affiliates, agents, employees, representatives or subcontractors and will be liable as if it were your own breach.

8.5  Purina is not responsible for any of your tax obligations or liabilities related to the use of Purina’s Services.

 

9.      Dispute Resolution/Choice of Law

9.1  Except where prohibited, you agrees that: (a) any and all disputes, claims and causes of action arising out of or connected with the Services or Terms shall be resolved individually, without resort to any form of class action, and exclusively by the state courts of the State of Missouri in St. Louis City and St. Louis County, and, if the jurisdictional prerequisites exist, the United States District Court for the Eastern District of Missouri; (b) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with participating in the Service, but in no event attorneys’ fees; and (c) under no circumstances will you be permitted to obtain awards for, and you hereby waive all rights to claim, indirect, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms, or your rights and obligations in connection with the Services, shall be governed by, and construed in accordance with, the laws of the State of Missouri without giving effect to any choice of law or conflict of law rules (whether of the State of Missouri or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Missouri, and nothing in this provision shall be interpreted or construed to subject our relationship to Mo. Stat. §§ 407.400 to 407.420 or any other regulatory statute if that chapter or regulation would not have applied but for this provision. You consent to and waive any objection to the personal jurisdiction and venue of said courts, and, further, consent to the service of legal process in accordance with the rules of said courts.

 

10.  Term and Termination

10.1          The term of these Terms will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below (the “Term”).

10.2          You may cancel your Account and terminate the Terms at any time by contacting us and then following the specific instructions indicated to you in our response.

10.3          If we believe you are abusing our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your Account(s) and access to our Services, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

10.4          We may cancel unconfirmed Accounts or Accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.

10.5          Upon termination of the Services by either party for any reason, Purina will cease providing you with the Services and you will no longer be able to access your Account.  

 

11.  General Conditions

11.1          These Terms, including the documents it incorporates by reference, constitute the entire agreement between you and Purina and govern your use of the Services and your Account, superseding any prior agreements between you and Purina (including, but not limited to, any prior versions of the Terms).

11.2          The failure of Purina to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. If any provision of the Terms, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms will remain in full force and effect.

11.3          All the terms and provisions of the Terms will be binding upon and inure to the benefit of the parties to the Terms and to their respective heirs, successors, permitted assigns and legal representatives. Purina will be permitted to assign these Terms without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without Purina’s prior written consent, to be given or withheld in Purina’s sole discretion.

11.4          If any provision, or portion of the provision, in these Terms is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms, and the Terms will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms.

11.5          In the event of any discrepancy or inconsistency between these Terms and disclosures or other statements contained in any Service-related materials, including, but not limited to, any sales materials, television, print or online advertising, and/or any instructions or interpretations of these Terms given by any representative of Purina, the terms and conditions of these Terms shall prevail, govern and control to the fullest extent permitted by law. 

11.6          On termination, all related rights and obligations under the Terms immediately terminate, except that Sections 2 (Account Terms), 4 (Product Inventory), 5 (Purina Rights), 6 (Confidentiality), 7 (Purina Intellectual Property), 8 (Disclaimer of Warranties; Limitation of Liability and Indemnification), 9 (Dispute Resolution/Choice of Law), 10 (Term and Termination), and 11 (General Conditions) will survive the termination or expiration of these Terms.

 

12.  Feedback and Questions

12.1          We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Service (“Feedback”). You may submit Feedback by contacting us. You acknowledge and agree that all Feedback will be the sole and exclusive property of Purina and you hereby irrevocably assign to Purina, and agree to irrevocably assign to Purina, all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us to acquire, perfect, and maintain Purina’s intellectual property rights and other legal protections for the Feedback.

12.2          If you have any questions about these Terms, please contact us.