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I. INTRODUCTION

The Dechra Rewards program ("Program") is a rewards program for practicing companion animal and equine veterinarians ("Customers"), as classified by Dechra Veterinary Products, LLC ("Dechra"). Dechra is implementing the Program with the administrative and technical support of Vetcove, Inc. ("Vetcove") for official progress tracking and distribution of rewards. During each calendar year, there are two separate program periods; the first from January 1st until June 30th, and the second from July 1st until December 31st (each a "Program Period"). These terms and conditions apply to the Program and any promotional activity and Customer transactions related to the Program during each Program Period. By enrolling and participating in the Program, Customers agree to be bound by these terms and conditions and all terms incorporated herein by reference

Eligible Customers
Veterinary practices located in the U.S are eligible to participate ("Eligible Customers"); provided, however, that in no event shall Eligible Customers include any corporate accounts, strategic accounts, distributors, universities, or any other Dechra customers that have existing pricing agreements with Dechra. Dechra maintains sole and absolute discretion to determine eligibility for the Program; Dechra may accept, deny, or revoke the eligibility of any Customer for any reason at any time upon notice. In addition, Eligible Customers must be enrolled in the Program no later than two (2) full calendar months prior to the end of the applicable Program Period ("Program Cut Off Date") in order to participate in the Program Period. If Customer enrolls after the Program Cut Off Date, the enrollment will be effective for participation in the next available Program Period. Hereinafter "Customers," "Eligible Customers," and "Participating Customers" may be used interchangeably.

Autorenewal
By enrolling in Dechra Rewards, Customer hereby acknowledges and agrees to be automatically enrolled in future Dechra Rewards Program Periods and Customer hereby gives Dechra and Vetcove its consent to automatically enroll Customer in future Dechra Rewards Program Periods; provided, however, that Customer may terminate its participation as set forth below. Further, Customer recognizes that the terms of future Program Periods may change and Customer acknowledges and agrees that its automatic enrollment in a future Program Period will be subject to the then applicable terms. Customers are encouraged to check the Vetcove website for updated Terms and Conditions. Customer's continued access to or participation in the Program following any such changes or modifications confirms Customer's acceptance to the then current Program Terms and Conditions.

Changes to Terms
Dechra shall have the right to add, remove, or change products, product categories and reward structures, at its sole discretion, during a Program Period or for subsequent Program Periods. Except as otherwise expressly prohibited or limited by applicable laws, Dechra has the right to discontinue or cancel this Program, in part or in its entirety, at any time and for any reason with or without advance notice to Participating Customers. In the event of any such discontinuance or cancellation, any unredeemed points, rebates or other rewards may be forfeited without any obligation or liability. The foregoing specifically includes Dechra's right to discontinue or cancel this Program for individual Customers at any time and for any reason, including a change of eligibility status, at Dechra's sole discretion. In addition, between Dechra and Vetcove on one hand and Customer on the other hand, Dechra and Vetcove reserve the right to change or modify these terms, any policy, FAQ or guideline pertaining to the Program, in whole or in part, at any time. Any changes or modifications will be effective immediately (unless expressly provided otherwise therein) and will be made available here. Customers are encouraged to review these terms from time to time. Customer's continued access to or participation in the Program following any such changes or modifications confirms Customer's acceptance to the then current Program Terms and Conditions.

Dechra may notify an impacted individual Customer or a subset of impacted Customers of changes to the Program, these Terms and Conditions, a change to their eligibility status, promotional events, or any other news related to the Program. Such notice may be provided through any reasonable means, including but not limited to email, banners, or other methods. In the event of notice by email: (i) the email shall be deemed to have been effective and provided on the date the email was sent; and (ii) the notice may be sent to any email associated with the Customer's Vetcove account ("Associated Email(s)").

II. CUSTOMER TERMS

A. Program Benefits. Customers enrolled in the Program may receive their reward as soon as twenty-one (21) days after the close of each applicable Program Period. The reward is based on total spend on eligible Dechra products from eligible distributors during the Program Period.

B. See the below Program Structure (or visit https://shop.vetcove.com/dechra) for a description of maximum reward amounts across all Program categories.

C. Program enrollment will be completed by Customer through Vetcove's website.

D. In order for a purchase to be considered eligible in the Program, the purchase must be recorded in the online order history of a distributor's or supplier's online-enabled account that is synced with Customer's Vetcove account—any orders placed by phone may not be tracked in the Program. Only purchases through actively supported Vetcove suppliers or distributors will be counted and contribute to Customer's progress toward reward milestones.

E. Customers enrolled in Dechra Rewards are eligible to participate in Dechra's other promotions unless specifically excluded in the terms of the Dechra promotion.

F. Termination by Customer. A Customer may terminate its participation in the Program at any time upon written notice to Dechra and Vetcove or by clicking here and selecting the "Opt out of program" button. Upon notice of termination, Customer shall forfeit any rewards balance and any other Program benefits accrued during the applicable Program Period. By terminating its participation, Customer is opting out of all future Program Periods. Eligible Customers who terminate their participation may re-enroll in future Program Periods through the customer signup process. Please allow up to ten (10) days for Dechra and Vetcove to process any termination requests.

G. Any resale of Dechra products purchased while enrolled in the Dechra Rewards Program to anyone other than a direct pet owner is strictly prohibited and constitutes a material breach of the Terms and Conditions. Customer may be immediately removed from the Program and shall forfeit any rewards balance or other Program benefits accrued during the applicable Program Period.

H. Rewards may not be sold, assigned, or transferred. Customer may only redeem rewards for its own use. Dechra may refuse to honor or recognize any rewards which it believes may have been sold, assigned, or transferred.

I. Customer Privacy. By participating in the Program, Customer hereby recognizes and agrees that any information or personal data it supplies to Dechra or to Vetcove may be collected, used, or disclosed by either Dechra or Vetcove in furtherance of the Program, including, but not limited to, Dechra and/or Vetcove's use of Customer's contact information (including, by way of example only, Associated Email(s)) to inform Customer about Program details, promotions, or other additional information about the Program, and for general marketing purposes by Vetcove or Dechra. For the avoidance of doubt, Customer understands and acknowledges that any information provided to Dechra or Vetcove may be shared between Dechra and Vetcove in furtherance of the Program and/or for general marketing purposes by Vetcove or Dechra, but in no event will Vetcove or Dechra sell, lease or otherwise market such information to a third party. Any Customer personal data collected by Dechra will be handled and used only in accordance with Dechra's privacy policy found at https://www.dechra-us.com/privacy-policy. Any Customer personal data collected by Vetcove will be handled and used only in accordance with Vetcove's privacy policy found at https://shop.vetcove.com/privacy/.

J. Confidentiality. The Program is a custom program designed for each Participating Customer. Accordingly, the terms and rewards offered to each Customer are confidential and shall not be disclosed by Customer to any third party, except for those third party representatives of Customer that have a need to know the information to provide accounting, financial, consulting, or legal services to Customer. Customer expressly understands and agrees that all customized offers, rewards and/or benefits supplied to Customer shall be deemed confidential information which shall not be shared, except as provided herein.

III. PROGRAM TERMS

A. Program level. Participating Customers can view their account-specific reward goals using their Vetcove account by selecting Dechra Rewards at https://shop.vetcove.com/react/loyalty/programs.

B. Program rewards. The official current and final reward tiers of each Customer will be determined by Dechra, through the use of Vetcove's technology, based on purchases of eligible products by Customer through eligible suppliers or distributors during the applicable Program Period.

C. Rewards will be redeemable on Vetcove's website, with flexible redemption options (e.g. gift cards, checks, etc.), within twenty-one (21) days upon conclusion of the applicable Program Period.

D. Rewards are based on eligible product group and Customer Program tier (as described in greater detail below). Each Participating Customer is eligible to earn a subset of all available tiers based on historical purchases.

E. For all eligible products, the reward tier will be based on actual pre-tax purchase price and not on list price for each item. Free goods earned on Dechra promotions will not qualify towards tier level achievement.

F. Redeemed rewards. Once a reward has been redeemed, the currency used to redeem the reward is no longer valid for additional reward redemptions. Rewards cannot be returned or exchanged. All redemptions are final.

G. Dechra may at any time audit the purchase activity of Program Customers and request additional purchase verification documentation such as invoices or validated distributor tracking reports to confirm eligibility and program standing. Dechra reserves the right to deduct from Customer's account any rewards and/or benefits credited to Customer's account as a result of (i) an error (ii) a transaction that has been cancelled, reversed or refunded; (iii) any suspected fraudulent activity; or (iv) an order that Dechra reasonably believes was intended for resale.

H. Dechra and Vetcove are not responsible for disputes involving members or employees of a Customer relating to rewards. Further, neither Dechra nor Vetcove will be responsible for: (i) any loss or misdirection of, or delay in receiving, any application, correspondence, rebates, rewards, awards or benefits; (ii) theft or unauthorized redemption of points, rebates, rewards, awards, and other benefits; (iii) any acts or omissions of third parties; or (iv) any errors published in relation to the Program, including, without limitation, any pricing or typographical errors, errors of description, errors regarding Program affiliates, the errors in the crediting or debiting of points, rebates, rewards, awards, and other benefits from Customer accounts. Dechra and Vetcove reserve the right to correct, without notice, any errors.

I. Intellectual Property. As between Dechra and Vetcove on one hand and Customer on the other hand, Dechra and Vetcove are the sole and exclusive owners of the Program and the systems and platforms used therefor, including all trademarks, service marks, trade names, logos, and copyrighted or copyrightable materials. Customer shall never, directly or indirectly, interfere with, challenge, file applications for, or claim ownership of these intellectual property rights anywhere in the world.

J. Taxes. Rewards and other benefits may be subject to income or other taxes. Customer is responsible for paying all such taxes. Neither Dechra nor Vetcove will be liable for any tax liability, duty or other charges in connection with the issuance of points, rebates, rewards, awards, and other benefits.
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IV. PROGRAM DURATION

A. Term. Each Program Period shall be effective as of the applicable Program Period dates set forth above unless terminated earlier by Dechra under the termination provisions set forth herein.

V. PROGRAM STRUCTURE

For each Program Period:

A. Once a Customer has enrolled in Dechra Rewards through Vetcove's website and made one qualifying purchase of an activation brand, they are eligible for a 1% rebate on all qualified purchases of products listed in each of the respective categories (each, a "Growth Category" and collectively "Growth Categories", excluding endocrine products and Osphos^®) and will be eligible to qualify for additional rebates based on qualified purchases as set forth in its account-specific Program. This 1% reward is identified as Tier 1 in each of the Growth Category rebate tier structures. For product breakdown within each category, visit your customized Dechra Rewards program page here and click on "View Qualifying Items."

B. Customers will become eligible for additional rebates within each Growth Category after they have made (i) an activation purchase and (ii) made qualifying purchases to reach their initial spend goal in that Growth Category. Initial spend goals will vary by Customer based on past purchase volume. Customers can view their applicable spend goal within their loyalty tracker on the Vetcove website. These additional rebates are identified as Tier 2 in each of the Growth Categories.

C. After earning all Tier 2 rebates in a respective product category, a Customer will have additional spend goals for that Growth Category to earn up to 15% in rewards. The rewards tier immediately following Tier 2 is Tier 3 for that given category.

D. A Customer is eligible for bonus rewards on endocrine product and Osphos^® purchases based on the number of categories in which they reach Tier 3, as defined above.

E. In addition to the foregoing, Dechra may from time to time make available to Customers additional or accelerated rebate opportunities, as communicated to Customer in its account-specific Program, up to a maximum rebate of 15%. Whether to offer additional or accelerated rebate opportunities, and the terms thereof, are in the sole discretion of Dechra and nothing herein shall obligate Dechra to offer any such opportunities.

F. Each Customer's spend goals and applicable tier placement will be determined by Dechra, in its sole discretion, and based upon a number of factors including, but not limited to, Customer's past purchase volume and purchase data. Dechra reserves the right to alter, limit, or modify the tier rules, regulations, benefits, availability, eligibility, or any other feature of a particular tier at any time in its sole discretion. As between Dechra and Vetcove on one hand, and Customer on the other hand, all interpretations of the Program rules are at Dechra's and Vetcove's sole discretion, and Dechra's and Vetcove's decisions are final.

G. For additional details on activation brands and the rebates offered during the current Program Period, please see www.dechrarewards.com.
VI. MISCELLANEOUS

A. Entire agreement. These Terms and Conditions set forth the entire agreement and understanding between Customer, Dechra, and Vetcove and supersedes all previous agreements, promises, representations or understandings between the parties with respect to the subject matter hereof.

B. Compliance with law. The parties will each comply with applicable laws, rules, and regulations in their participation and performance under this agreement.

C. Governing law. This agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to any conflict of laws provision.

D. Assignment. This agreement may not be assigned by Customer without the prior written consent of Dechra. Dechra may assign this agreement to any affiliate upon notice to Customer. Any attempted assignment of this agreement in violation of this clause shall be null and void.

E. WARRANTIES. NEITHER DECHRA NOR VETCOVE MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS, THE PROGRAM, THE REWARDS OR BENEFITS ASSOCIATED WITH THE PROGRAM, OR PRODUCTS PURCHASED DURING THE PROGRAM INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, NOR ANY WARRANTIES OF ANY KIND THAT THE PLATFORM OR PROGRAM WILL BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, VIRUS-FREE OR ERROR FREE, AND NEITHER DECHRA NOR VETCOVE WILL BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS, NOR ANY WARRANTIES REGARDING YOUR RESULTS FROM USING THE PLATFORM, NOR THE SALE OF ANY PRODUCTS THROUGH THE PLATFORM, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PROGRAM AND ALL AFFILIATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE".

F. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, DECHRA AND VETCOVE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S PARTICIPATION IN THE PROGRAM, INCLUDING DAMAGES ARISING OUT OF CHANGES TO, OR TERMINATION OF, THE PROGRAM. THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OR DIMINUTION OF DATA, INCOME OR PROFIT, LOSS OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES. TO THE EXTENT PERMITTED BY LAW, THE LIMITATIONS ON DECHRA'S AND VETCOVE'S LIABILITY SET FORTH HEREIN SHALL APPLY WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, OR WHETHER IN TORT, CIVIL LIABILITY BY WAY OF NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

G. Notice. All notices and communications that are required under this agreement to be in writing shall be delivered (i) by a nationally recognized overnight courier, charges prepaid, or (ii) via U.S. certified mail, return receipt requested, postage prepaid. In each case, the notice or communication shall be sent to the following addresses:

If to Dechra:

Dechra Veterinary Products LLC
7015 College Blvd., Ste. 525
Overland Park, Kansas 66211
Attn: Legal Department With a copy to: corporate.enquiries@dechra.com (email alone will not be sufficient for notice)

If to Vetcove:

Vetcove Inc.
382 NE 191st St.
PMB 46115
Miami, Florida 33179-3899

With a copy to: legal@vetcove.com (email alone will not be sufficient for notice)

Notwithstanding the foregoing, Dechra and/or Vetcove may provide notice to Participating Customers via the Associated Email(s).

H. Force Majeure. Neither Dechra nor Vetcove shall be liable to Participating Customers for any breach or default hereunder if such breach or default is caused by any act of God, natural disaster, epidemic, pandemic, fire, casualty, strike, failure of public utilities, connectivity failures or telecommunication breakdowns, or any similar event, provided that Dechra and/or Vetcove provide notice to Participating Customers and any accrued obligations are satisfied as soon as reasonably possible after the cessation of the force majeure event.

I. Amendment. No writing shall be an amendment to this agreement unless (i) signed by Dechra, Vetcove and Customer and (ii) such writing expressly states that it is an amendment to this agreement.

J. Waiver. The failure of any party to exercise any right hereunder shall not be deemed a waiver of such right. Any waiver made in writing shall not be construed to be a waiver of the same right, or any other right under this agreement, in the future.

K. Validity. The invalidity or unenforceability of any provision (in whole or in part) of this agreement shall not affect the validity or enforceability of any other provision which shall remain in full force and effect. The parties shall use their best efforts to achieve the purpose of the invalid provision by a new legally valid stipulation. Failure to agree on a replacement provision shall not make this agreement invalid as a whole, unless it can reasonably be assumed that this agreement would not have been concluded at all without the invalid provision.

L. Independent Contractors. The relationship of Dechra, Vetcove, and Customer is that of independent contractors and not as agents of each other or partners or joint venturers. No party shall have the power to bind any other party in any way with respect to any obligation to a third party. Each party will be solely responsible for its own employees and operations. Moreover, notwithstanding anything to the contrary herein, with respect to any obligation or liability hereunder between Dechra and Vetcove on one hand and a Participating Customer on the other, Dechra and Vetcove shall at all times be severally liable.

M. Dispute Resolution. If a Participating Customer desires to assert a claim arising out of or related to the Program or these Terms and Conditions, the Participating Customer must first send a notice of the claim to Dechra's and Vetcove's address provided above ("Dispute Notice"), with an emailed copy to legal@vetcove.com and corporate.enquiries@dechra.com, respectively. The Dispute Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). The parties shall first attempt in good faith to resolve any dispute set forth in the Dispute Notice by negotiation and consultation. If the parties do not reach an agreement to resolve the claim within thirty (30) days after the Dispute Notice is received, either party may commence formal legal proceedings. To the extent permitted by law, Participating Customer agrees to bring any dispute on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought or heard as a class or collective action, or as a member in any such class or collective proceeding ("Class Action Waiver"). BY AGREEING TO THIS DISPUTE RESOLUTION PROVISION, PARTICIPATING CUSTOMER AGREES IN ADVANCE THAT IT WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, TO THE EXTENT PERMITTED BY LAW, PARTICIPATING CUSTOMER MAY BRING CLAIMS RELATED TO THE PROGRAM OR THIS AGREEMENT ONLY IN AN INDIVIDUAL PROCEEDING.


Revised July 9, 2024
D240173