Practice is a licensed veterinary practice. VerticalVet (VV) is a veterinary buying group ("VBG - Vet Buying Group"). Practice desires to join VV to use VV as its preferred VBG and VV desires to add Practice to its VBG.
In consideration of the mutual covenants and agreements hereinafter set forth, parties agree:
- VerticalVet Membership. The VV annual membership fee is $500.00 (“Fee”). Practice will never receive an invoice from VV, the membership fee is retained from accrued Practice rebates ("Accrued Rebates") as described in Section 2. The Fee total cannot exceed $500, except as provided in Section 1.1 If Practice does not accumulate Accrued Rebates to cover the Fee, VV covers the balance.
- For new VV member Practices that are not currently using VerticalVet Reminder, LLC (“VVR”) services, VV shall schedule a free VVR Performance Review to demonstrate VVRs value to the practice ($795 value - no charge).
- The Fee is charged to cover VV administration expenses. VV retains vendor rebates up to the annual Fee.
- The Fee includes an opportunity for a Practice manager or DVM owner to participate in the Platinum program. If Practice wishes to include a second Platinum participant, Practice Fee increases to $800/year.
- If Practice is a Platinum participant and an active client of VVR, VV Data Insights are supplied at no cost. If Practice is a member of VV, but is not a Platinum participant, and is not an active client of VVR, but desires VV Data Insights, it can be provided at an additional fee of $50/month to cover data and administrative fees.
- Notwithstanding anything herein to the contrary, VV retains the right to modify (i) the Fee no more than annually upon written notice provided to Practice including an opportunity to opt - out, and (ii) the payment schedule for Accrued Rebates. Practice may review Accrued Rebates by contacting VV at any time.
- VV Program Benefits. VV negotiates with manufacturers, providers, and suppliers (“Providers”) of medications, foods, sundry items, and services, including medical and business focused continuing education programs, to secure Practice benefits (“Benefits”) that, when possible, meet or exceed those offered by other VBGs. Benefits are listed in detail on VV’s website, www.verticalvet.com, and updated as Benefits are added. Practices are not required to make minimum purchases to participate.
- VV administers, collects and pays Practice Accrued Rebates exceeding the Fee no less than annually. If the Fee is met, and Accrued Rebates total less than $50.00, they shall be applied to the following year Fee.
- Conditions. The following are conditions of membership: (i) Practice is not required to withdraw from any other VBG to be a member of VV; (ii) Benefits secured by VV may replace or exceed the benefits offered by other VBGs; but this is not guaranteed for each Benefit offered; (iii) Practice must retain its license to practice veterinary medicine or its membership shall be automatically terminated; (iv) Practice authorizes VV to share its identifying information with Providers to the extent necessary to set up and demonstrate Practice’s authority to purchase and use the Benefits offered; and (v) by executing this VV agreement, Practice acknowledges that VV is Practice’s preferred VBG and will be recognized as such with participating VV vendors. If Practice determines, at any time, to designate a different VBG as its preferred VBG, it waives its right to collect Accumulated Rebates processed and collected by VV for that year.
- Confidentiality. The parties acknowledge that the existence of this Agreement, all information related to it, and anything conspicuously marked confidential is confidential and proprietary (“Confidential Information”). Confidential information shall not be disclosed for any purpose unrelated to this agreement without the prior written consent of the other party. Confidential information is not: (1) information that s or publicly becomes known through no fault of a party hereto; (2) information received from a third party authorized to disclose it; (3) information developed independently by a party; or (4) information a party is required to disclose by government authority or a court of competent jurisdiction.
- Representations and Warranties. Each party represents and warrants that it is authorized to enter into this Agreement, that they will carry out its terms promptly and professionally, and that they will comply with all applicable laws and regulations.
- Independent. The parties are independent entities. Nothing in the Agreement is intended create an agency, partnership, joint venture, or fiduciary relationship between the parties and neither party has the authority to act for or on behalf of the other except as provided in the Agreement.
- Term. This Agreement begins on the Effective Date, continues through its one (1) year anniversary and automatically renews for subsequent annual terms upon conclusion of the prior Term. Practice or VV may terminate this Agreement at any time, but no portion of any annual Fee is refundable.
- Notice. Notice required or permitted in the Agreement shall be in writing and sent by electronic mail, subject to confirmation receipt requested to VV’s ‘Contact Us’ email address provided at www.verticalvet.com and to Practice’s email address provided during online registration. All such notice shall be deemed received the following business day from the date it was sent.
- General. This Agreement constitutes the entire understanding of the parties and supersedes all prior communications and understandings. It may only be amended in a writing executed by both parties. Practice may not assign it without the written consent of VV. The Agreement shall be governed and construed under the laws of the state of Ohio. Any dispute regarding the Agreement shall take place in the state or district courts of Franklin County, Ohio. If any provision is found invalid or unenforceable by a court of authority, the remaining provisions are valid.
- Execution. This Agreement, by its presence on the website is executed by VV and becomes a binding Agreement when Practice accepts it and completes their registration.