MEMBERSHIP SERVICES AGREEMENT

 This document contains very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. Please read it carefully. 

VetCircle Inc. is a buying group for small animal veterinary clinics and negotiates (a) volume discounts and rebates on products; and (b) continuing education and training material and services (sometimes referred to as practice management programs or similar designations) (“Programs”) from product manufacturers, pharmaceutical companies and suppliers (the “Partnered Companies”) for the benefit of its members. 

By placing an order for membership services from this website, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these terms and conditions.

You may not order or obtain services from this website if you: (i) do not agree to these terms and conditions; (ii) are not the age of majority in your province or territory of residence; or (iii) are prohibited from accessing or using this website or any of this website’s contents, products or services by applicable law.

These terms and conditions (these “Terms“) apply to the purchase and sale of membership services through the VetCircle Community Website (this “Site“). These Terms are subject to change by VetCircle Inc. (referred to as “us“, “we“, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the “Last Updated Date” referred to on the Site. You should review these Terms before purchasing any services that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms and Conditions of Use that apply generally to the use of our Site. You should also carefully review our Website Privacy Policy before placing an order for products or services through this Site. 

  1. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all services listed in your order. All orders must be accepted by us or we will not be obligated to sell the services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with details of the services you have ordered.

  2. Your Acknowledgement, Agreement and Commitment. 

    1. You acknowledge and agree that VetCircle Inc. does not control, dictate or interfere with the independent purchasing habits of its members. This Agreement is non-exclusive and you may purchase products from suppliers other than the Partnered Companies.

    2. You agree that the distributors and the Partnered Companies may provide global monthly summaries to VetCircle Inc. of all products and services ordered by members of VetCircle Inc. for the purpose of managing, planning and negotiating discounts and volume rebates from Partnered Companies. You also agree that all VetCircle Community Partnered Companies can release the purchasing data regarding you to VetCircle Community.

    3. You agree that VetCircle Inc. shall be permitted to use your name in order to negotiate volume discounts and rebates and Programs from Partnered Companies.

    4. You acknowledge that VetCircle Inc. welcomes input from all members with respect to negotiating volume discounts and rebates, but you also agree that (a) it will not contact or speak directly to Partnered Companies for volume rebates or discounts on behalf of our members, and that (b) it will not interfere in any way with the negotiations between VetCircle Inc. (or any of its affiliates) and Partnered Companies. You also acknowledge that all information pertaining to Partnered Companies is strictly confidential and that VetCircle Inc. is signing guarantees of confidentiality with all Partnered Companies. Accordingly, you agree to the confidentiality terms as set forth in Section 9 herein.

    5. You acknowledge and agree that VetCircle Inc. is not responsible for any default in payment of volume discounts or rebates due and payable by any Partnered Company to us for the benefit of our members and/or any other defaults by Partnered Companies under their negotiated agreements with VetCircle Inc. If a Partnered Company is in default under such agreement, you shall promptly notify us of such default and our sole responsibility and obligation shall be to give thirty (30) day written notice to the defaulting Partnered Company to rectify the default, with a copy to you. If requested by a majority of all members participating in the relevant program (the “Requesting Members”), VetCircle Inc. may undertake a legal action to recover the unpaid amounts under such a program. Any amounts recovered shall be applied as follows: firstly to reimburse any legal fees, and secondly to the Requesting Members, pro-rata to their share of the total amount of volume discounts and rebates collected.

    6. You shall hold harmless and defend VetCircle Inc. against any claim from Partnered Companies regarding the non-payment of products purchased by you from such Partnered Company.

  3. VetCircle Inc.’s Acknowledgements, Agreements and Commitments.

    1. VetCircle Inc. shall negotiate volume discounts and rebates from Partnered Companies for the benefit of its members as well as negotiate Programs and assist in their implementation for the benefit of its members.

    2. VetCircle Inc. shall disclose to VetCircle Community members the volume discounts and rebates negotiated from each Partnered Company. One hundred percent (100%) of the volume rebates and discounts negotiated from Partnered Companies shall be repaid to VetCircle Community members, on a pro-rata basis, calculated based on that individual member’s volume of purchase under a specific program to the total volume of VetCircle Community’s members under the same program. This excludes any funds that have been negotiated specifically for Programs, as well as the costs and expenses incurred by VetCircle Community to implement such Programs.

  4. Prices and Payment Terms. 

    1. All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a service will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. Price increases will only apply to orders placed after the time of the increase. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. 

    2. Unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept APPROVED CREDIT CARDS for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honoured by your credit card company, and (iv) you will pay charges incurred by you at the posted prices and all applicable taxes, if any.

  5. Fees, Termination of Services and Refunds. 

    1. For the calendar year, the regular annual membership fee (12 months) is $3,500 plus applicable taxes for the period commencing January 1 to December 31. 

    2. The parties agree that for every calendar year, should you continue to use our services, you will pay the regular annual membership (12 months) of $3,500 plus applicable taxes for the period commencing January 1 to December 31.

    3. Your membership services will be renewed automatically under the same terms and conditions for each subsequent calendar year at the membership fee of $3,500 plus applicable taxes. Unless terminated in accordance with this Agreement, the initial term of this Agreement shall commence on the Effective Date and shall continue up until December 31 of the same year as the Effective Date (the “Initial Term”). Unless terminated in accordance with this Agreement, after the expiration of the Initial Term, this Agreement will automatically renew for additional periods of twelve months (each, a “Renewal Term”) (the Initial Term and each Renewal Term, collectively, the “Term”) on the same terms and conditions, unless VetCircle notifies you sixty (60) days prior to the commencement of the Renewal Term of a change to the annual membership fee or to any other terms of this Agreement (the “Revised Membership Notice”). Upon receipt of any Revised Membership Notice, you shall have the right to terminate the Agreement by cancelling your membership at least thirty (30) days before the expiration of the then-current Term (the “Notice of Termination”). If you do not cancel at least thirty (30) days before the expiration of the Term, your membership will be renewed on the revised terms and conditions.

    4. You may terminate this membership service at any time during the calendar year by submitting the VetCircle Community Cancellation form (https://docs.google.com/forms/d/e/1FAIpQLSf3Wv8pe-am7jfUyLBayciTxEOoeU0F8Ipd2-5XQPTXxyPP7g/viewform) at least thirty (30) days prior to the termination date. You acknowledge and agree that VetCircle Inc. may also terminate your membership at any time and for any reason, by providing written notice to you, at least thirty (30) days prior to the termination date. Upon receipt or provision of the 30 days prior notice of termination, VetCircle Inc. shall stop the payments. Rebates are dependent on you being a member for the entire calendar year therefore, you will not receive a refund for the remaining months of the calendar year. Any unpaid rebates from Partnered Companies shall be paid upon receipt by VetCircle Inc. to you in accordance with the terms of the relevant program.  

    5. Upon termination of the membership services, you will immediately lose access to all VetCirle Inc.’s discounts and services. 

  6. Limited Warranty. 

    1. We warrant to you that we shall perform the services purchased through the Site using personnel of required skill, experience, and qualifications, and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and shall devote adequate resources to meet our obligations under these Terms.

    2. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 7(a), WE MAKE NO WARRANTY OR CONDITION WHATSOEVER WITH RESPECT TO THE SERVICES PURCHASED THROUGH THE SITE, INCLUDING WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

  7. Limitation of Liability.

    1. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

    2. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICES SOLD THROUGH THE SITE.

  8. Confidentiality and Non-Disclosure. 

    1. In connection with the purchase and sale of membership services through the Site (the “Purpose“), either Party (“Disclosing Party“) may disclose Confidential Information (as defined below) to the other Party (“Recipient“). The Recipient shall use the Confidential Information solely for the Purpose and, subject to Section 10(d), shall not disclose the Confidential Information other than to its affiliates and its or their employees, officers, directors, shareholders, partners, agents, independent contractors, service providers, subcontractors, lawyers, accountants and financial advisors (collectively the “Representatives“) who: (i) need access to such information for the Purpose; (ii) are informed of its confidential nature; and (iii) are bound by confidentiality obligations no less protective of the Confidential Information than the terms contained herein. The Recipient shall protect the Confidential Information from unauthorized use, access or disclosure using no less than a commercially reasonable degree of care. The Recipient will be responsible for any material breach of this Agreement caused by its Representatives.

    2. The term “Confidential Information” means all non-public, proprietary or confidential information of the Disclosing Party, in oral, visual, written, electronic or other tangible or intangible form, whether or not marked or designated as “confidential” and all notes, analyses, summaries, reports and other materials prepared by the Recipient or any of its Representatives that contain, are based on or otherwise reflect, to any degree, any of the foregoing (“Notes“). Confidential Information also includes: (x) the fact that the Parties are in discussions regarding the Purpose and that Confidential Information has been disclosed; (y) the existence of this Agreement; and (z) any terms, conditions or arrangements being discussed or negotiated by the Parties.

    3. Confidential Information as used herein shall not include information that:

      1. is or becomes generally available to and known by the public (other than as a result of the Recipient’s or its Representatives’ material breach of this Agreement);

      2. is or becomes available to the Recipient or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source was not and is not bound by a confidentiality agreement regarding the Disclosing Party or its affiliates, or otherwise prohibited from disclosing such information to the Recipient or its Representatives by a legal, contractual or fiduciary obligation; 

      3. was already known by or in the possession of the Recipient or its Representatives prior to being disclosed by or on behalf of the Disclosing Party pursuant to this Agreement; or

      4. has been or is independently developed by the Recipient or its Representatives without violating any of its obligations under this Agreement or use of, in whole or in part, any of the Disclosing Party’s Confidential Information.

    4. Disclosure Required. If a Party or any of its Representatives (the Recipient) is required to disclose the other Party’s Confidential Information by applicable law or valid court order, the Recipient shall notify the other Party of such requirements so that the other Party (the Disclosing Party) may seek, at the Disclosing Party’s sole cost and expense, a protective order or other remedy, and the Recipient shall reasonably assist the Disclosing Party therewith. If the Recipient remains legally compelled to make such disclosure, it shall:

      1. only disclose that portion of the Confidential Information that it is required to disclose; and

      2. use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.

    5. Return or Destruction of Confidential Information. On the Disclosing Party’s written request, the Recipient shall, at its discretion, promptly return to the Disclosing Party or destroy all of the Confidential Information in its and its Representatives’ possession other than the Notes, and destroy all Notes[, and, at the Disclosing Party’s written request, certify in writing that the Confidential Information has been destroyed]; provided, however, that the Recipient may retain copies of the Confidential Information that are stored on the Recipient’s information technology backup and disaster recovery systems until the ordinary course deletion thereof. Notwithstanding the return or destruction of the Parties’ Confidential Information, the Parties and each of their Representatives shall continue to be bound by terms and conditions of this Agreement with respect to such retained Confidential Information.

    6. No Representations or Warranties. Neither Party nor any of its Representatives makes any representation or warranty, expressed or implied, as to the accuracy or completeness of its Confidential Information, and neither Party shall have any liability to the other Party relating to or resulting from the use of the Confidential Information of a Party or any errors therein or omissions therefrom.

  1. No Transfer of Rights, Title or Interest. Each Party hereby retains its entire right, title and interest, including all intellectual property rights and all other rights, in and to all of its Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, licence or other transfer of any such right, title or interest whatsoever to the other Party or any of its Representatives. Each Party specifically acknowledges and agrees that the other Party’s Confidential Information is and shall remain the exclusive property of that Party and that it has no right, title or interest in or to the Confidential Information of the other Party.

  2. Privacy. We respect your privacy and are committed to protecting it. Our Website Privacy Policy, www.vetcircle.ca/privacy-policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

  3. Governing Law. All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable therein.

  4. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

  5. No Waivers. The failure or delay by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of VetCircle Inc. 

  6. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

  7. Notices.

    1. To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide and consent to us using; or (ii) posting to the Site. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

    2. To Us. To give us notice under these Terms, you must contact us as follows: (i) by using the VetCircle Community Cancelation Form: https://docs.google.com/forms/d/e/1FAIpQLSf3Wv8pe-am7jfUyLBayciTxEOoeU0F8Ipd2-5XQPTXxyPP7g/viewform ;or (ii) by email to info@vetcircle.ca. We may update the cancellation link or email address for notices to us by posting a notice on the Site. Notices provided by the cancellation form or email will be effective the next business day after they are sent.

  8. Severability. If any provision of these Terms is invalid, illegal, void, or unenforceable, that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

  9. Entire Agreement. Our order confirmation, these Terms, our Website Terms and Conditions of Use, and our Website Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.