The Puppy Project’s mission is to create an online marketplace for Users to shop for and purchase high quality, healthy purebred puppies from professional breeders who have met our rigorous certification standards and become Certified Breeders.
Part of the agreement with certified breeders includes the requirement that every puppy sold through The Puppy Project will be required to have a veterinary exam after the sale and before delivery or pickup of the puppy. At this last veterinary visit, the puppy will be signed up for 30 days of pet insurance, provided by Trupanion. The Puppy Project will strongly encourage Users to retain pet insurance over the life of the dog.
As part of our marketplace offering, we are enlisting veterinarians to become “Network Vets” who will be preferred providers of veterinarian services for puppies purchased through The Puppy Project.
In exchange for their preferred provider status, Network Vets will agree to:
- Accept pet insurance payments as payment in full for all “sick” care the pet may need over the life of the puppy/dog where the User has continuously maintained pet insurance after the 30 day free period. (if the new owner opts NOT to continue to purchase pet insurance, then they would have to pay in full for all medical care)
- Discount examinations and fecal exams for puppies being sold by CERTIFIED BREEDERS for that one last pre-delivery examination.
Terms of Agreement
- Network Vets Application.
1.1 Veterinarians who are duly licensed to practice veterinarian medicine in their home jurisdiction may apply to become Network Vets by completing the application form accessible here and by agreeing to the terms and conditions of this Agreement. Network Vets must provide veterinarian services for the The Puppy Project sourced puppies/dogs in a manner consistent with that furnished to other dogs who are patients of the Network Vet and agree to accept as payment in full pet insurance payments from the User’s pet insurance (if, and only if it is Trupanion) for not well puppy/dog visits care during the 30 day trial period and for the life of the dog provided the User maintains continuous pet insurance coverage. Network Vets are required to maintain their veterinarian licenses and comply with applicable continuing education requirements.
1.2 Once you are accepted as Network Vet, you will be sent an acceptance email and asked to register on the Website and provide a user name and password. The Website will contain a restricted access portion for Network Vets where you can create your Network Vet listing and links to your own website and hospital. You must include accurate and truthful information for your listing and you are solely responsible for its content.
1.3 We reserve the right to terminate a Network Vet’s status as such if we reasonably believe that they are not providing appropriate care to Users, we receive complaints from Users concerning a Network Vet or a Network Vet is not complying with this Agreement including the obligation to not charge Users for “sick” puppy care in excess of the insurance reimbursement.
- Preferred Status. We will maintain a directory of Network Vets on the Website (“Vet Directory”) and will recommend that Users use a Network Vet for puppies purchased through us. The Website will display the Vet Directory [and will be searchable by the geographic area where a User resides]. The Vet Directory listings will contain contact information, specialties and other pertinent practice information as supplied by the Network Vets.
- Premium Services. We may also offer Network Vets premium listing opportunities which may include, for example, a preferred placement in the Network Vet listing, bold face listing and the ability to include photographs and other materials promoting the Network Vet’s practice. The terms and conditions including payment arrangements of any premium services will be [described in the Network Vet portion of the website].
- Exclusive Arrangement. Network Vets agree that while they are Network Vets, they will not enter into a similar arrangement with any website or service providing an online marketplace for pure bred puppies that competes or could be expected to be compete with The Puppy Project.
- Proprietary Rights and Licenses
5.1 Blogs. We may create a portion of the Website where Network Vets can post blogs and other content. If we do so, Network Vets agree to post accurate information that does not plagiarize or otherwise misappropriate or infringe any copyrighted material or other content owned by any third party.
5.2 Grant of Rights. Network Vets grant us a worldwide, limited-term license to host, copy, transmit and display Network Vet listings, blogs and other content posted and/or provided by Network Vets, as necessary for us to provide the Vet Directory and other aspects of the Site and Services in accordance with this Agreement.
5.3 Reservation of Rights. Subject to the limited rights expressly granted hereunder, we reserve all of our right, title and interest in and to the Site and Services and Content (other than content posted by Network Vets), including all of our related intellectual property rights. No rights are granted to Network Vets hereunder other than as expressly set forth herein.
5.4 License by Network Vets to Use Feedback. Network Vets grant to us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Site and Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Network Vets relating to the operation of the Site and Services.
6.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Network Vet Confidential Information includes information provided by Network Vets to us and obtained by Network Vets from Users; our Confidential Information includes the Site and Services, the Services and Content and Documentation; and Confidential Information of each party includes the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
6.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose except as otherwise permitted herein or outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Service Order to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 6.2.
6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
- Representations, Warranties, Exclusive Remedies and Disclaimers
7.1 Representations by Both Parties. Each of us represent and warrant to the other party that (i) if such party is an entity, such party has the full corporate power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder, and (ii) this Agreement constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms.
7.2 Our Warranties. We represent, warrant and covenant: (i) that we hold the required intellectual property rights and/or licenses necessary to operate the Site and provide the Services, (ii) the content on the Site provided by us does not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights and do not violate any applicable laws, rules and regulations; and (iii) we will operate the Site and provide the Services as described on the Site and in this Agreement and in any applicable Documentation and will not materially decrease the functionality of the Site or the Services during the Term.
7.3 Network Vet. Each Network Vet represents, warrants and covenants to us: (i) Network Vet is duly licensed veterinarian; (ii) all content supplied by a Network Vet will be accurate and complete in all material respects and none of the material posted by a Network Vet will infringe or otherwise violate the intellectual property rights of any third party; and (iii) ?.
7.4 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, THE SITE, SERVICES AND/OR CONTENT IS PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
8.1 Indemnification by Us. We will defend Network Vets against any claim, demand, suit or proceeding made or brought against Network Vets by a third party alleging that the use of the Site and Services in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Network Vets”), and will indemnify Network Vets from any damages, attorney fees and costs finally awarded against Network Vets as a result of, or for amounts paid by Network Vets under a court-approved settlement of, a Claim Against Network Vets, provided Network Vets (a) promptly give us written notice of the Claim Against Network Vets, (b) give us sole control of the defense and settlement of the Claim Against Network Vets (except that We may not settle any Claim Against Network Vets unless it unconditionally releases Network Vets of all liability), and (c) give us all reasonable assistance, at our expense. If we receive information about an infringement or misappropriation claim related to the Site and Services, we may in our discretion and at no cost to Network Vets (i) modify the Site and Services so that it no longer infringes or misappropriates, without breaching our warranties under Section 7.2 (our Warranties), (ii) obtain a license for Network Vets continued use of that portion of the Site and Services in accordance with this Agreement, or (iii) terminate the Site and Services upon [XX] days’ written notice. The above defense and indemnification obligations do not apply to the extent a Claim Against Network Vets arises from Network Vet supplied or User supplied Content or a Network Vet’s breach of this Agreement.
8.2 Indemnification by Network Vets. Network Vets will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that (i) content posted Network Vet is inaccurate or infringes or misappropriates such third party’s intellectual property rights or violates applicable law or (ii) that the Network Vet supplied content s false, inaccurate, or misleading, or (iii) in any way attributable to veterinarian services supplied by Network Vet,(a “Claim Against Us”), and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of, a Claim Against us, provided we (a) promptly give Network Vet written notice of the Claim Against Us, (b) give Network Vet sole control of the defense and settlement of the Claim Against us (except that Network Vet may not settle any Claim Against Us unless it unconditionally releases us of all liability), and (c) give Network Vet all reasonable assistance, at Network Vet’s expense.
8.3 Exclusive Remedy. This Section 8 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 8.
- Limitation of Liability; No Consequential Damages
9.1 Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY USERS TO A NETWORK VET HEREUNDER IN THE 11 MONTHS PRECEDING THE INCIDENT. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
9.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
- Term and Termination
10.1 Term of Agreement. This Agreement commences on the date you register as a Network Vet and continues until the date you cease to be Network Vet and are removed from the listing of Network Vets either voluntarily or by us pursuant to Section 1.3.
10.2 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
- Notices, Governing Law and Jurisdiction and General Provisions
11.1 Dispute Resolution. If any dispute arises under this Agreement, if applicable, the Parties agree to first try to resolve the dispute with the help of a mutually agreed upon mediator in the following location: State of New York, New York County. Any costs and fees other than attorneys’ fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the Parties agree to submit the dispute to binding arbitration in the following location: State of New York, New York County. The Parties agree that the binding arbitration will be conducted under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with proper jurisdiction. If any litigation or arbitration is absolutely necessary to enforce this Agreement or the terms thereof, the prevailing Party shall be entitled to reimbursement by the other Party for reasonable attorneys’ fees, costs and expenses. This Agreement will be governed by the laws of the State of New York, without regard trio conflicts of law provisions.
11.2 Assignment. A Network Vet may not assign his/her status as a Network Vet to another person. If a Network Vet plans to sell its veterinarian practice, the purchaser must apply to become a Network Vet. This Agreement will be binding upon and inure to the benefits of the party’s successors and assigns.
11.3 Independent Contractor. Each party is an independent contractor. This Agreement shall not be construed to create a partnership, joint venture, or other relationship between the parties. Except as set forth in this Agreement, neither party is authorized or empowered to obligate the other or incur any costs on behalf of the other without the party’s prior written consent.
11.4 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.
12.5 Entire Agreement; Modification. This Agreement and any service orders constitutes the entire agreement between the parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral, regarding the subject matter. No modification, course of conduct, amendment, supplement to or waiver of this Agreement or any provisions hereof shall be binding upon the parties unless made in writing and duly signed by both parties.