Welcome to VetScribe! Please take a moment to read our Referral Program Terms and Conditions below:
Referral Program Terms and Conditions
These Terms and Conditions (the “Terms”) govern your participation in the VetScribe Referral Program (the “Program”) operated by Rito Labs, Inc. (the “Company”).
“You” means an individual which has registered to the Program in accordance with these Terms.
PLEASE READ THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS WHEN REGISTERING TO THE PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT REGISTER TO OR PARTICIPATE IN THE PROGRAM.
1) Definitions.
1.1. “Customer Purchase” means the purchase of a subscription to the Products by a Referred Customer via the Referral Code or Tracking Link. Customer Purchases do not include any Customer Purchase that have not been completed or have been cancelled.
1.2. “Tracking Link” means a unique link issued to you by Company through which customers may purchase a subscription to the Products.
1.3. “Products” means Company’s proprietary VETSCRIBE™ online practice management platform and mobile application for veterinarians.
1.4. “Product Terms” mean the VetScribe Terms of Use, available at: https://www.vetscribe.co/terms-of-use, VetScribe Terms of Sale, available at: https://www.vetscribe.co/terms-of-sale, and VetScribe Privacy Policy, available at: https://www.vetscribe.co/privacy.
1.5. “Referral Code” means a unique referral code issued to you by Company through which customers may purchase a subscription to the Products.
1.6. “Referred Customer” means a third-party customer that has engaged with Company for the purchase of Products via the Tracking Link or Referral Code. Referred Customers do not include any individuals or entities which are existing customers of Company or which are currently in contractual relations or ongoing negotiations with Company.
1.7. “Rewards” means gift cards and other rewards offered by Company as part of the Program in connection with Customer Purchases, as determined by Company from time to time and notified to you in advance on the Products.
2) Registration.
2.1. You may register to the Program by submitting a registration request form available at https://vetscribe.referral-factory.com/UeFeb8 (“Registration Request”). Participation in the Program is restricted to individuals who (i) are 18 years of age or older and (ii) have a valid and active subscription to the Products pursuant to the Product Terms. By submitting a Registration Request, you represent and warrant that you meet such eligibility requirements.
2.2. The registration process involves the provision of certain personal and contact information. Company will indicate the mandatory fields for completion. If you do not provide the required information in these fields, you will not be able to submit a request to register to the Program. Company may refuse to register any individual to the Program at its reasonable discretion.
2.3. You are fully accountable for any outcome that may result from your failure to provide true, accurate and complete details when registering to the Program. Company reserves the right to request additional information to verify your identity, during the registration process and throughout your participation in the Program. If you fail to provide us with the requested information, Company reserves the right to suspend or terminate your participation in the Program.
3) Use of Products.
All access to and use of the Products is subject to the Product Terms. Nothing in these Terms grants you any right or license to access or use the Products.
4) Your Obligations.
4.1. You undertake to promote and market the Products and refer potential customers of the Products to Company using the Tracking Link and/or Referral Code.
4.2. You undertake and agree:
4.2.1. Not to engage in any fraudulent, harassing, abusive or deceptive activities in connection with your participation in the Program;
4.2.2. To conduct your activities relating to the Program in a manner that reflects favorably, at all times, on the goodwill and reputation of Company and its products and services;
4.2.3. To make no false or misleading representations with respect to Company or its products and services, including with respect to the specifications, features or capabilities thereof;
4.2.4. To keep abreast of the latest information related to Company’s products and services, which are reasonably necessary to properly promote them;
4.2.5. To not represent yourself as an agent of Company, commit Company to any contracts or incur any obligation or liability whatsoever on behalf of Company for any purpose, except as expressly permitted in these Terms;
4.2.6. When publishing any posts, marketing materials or other content about Company’s products or services, to clearly disclose your material connection with Company, including the fact that you are given consideration for your promotion of the Products and Company. The above disclosure should be clear and prominent and made in close proximity to any statements that you make about Company or Company’s products or services;
4.2.7. To comply with these Terms and any Program guidelines and rules issued by Company from time to time;
4.2.8. To not use Company’s name, trademarks, brands or domain names (including any different spellings of the foregoing) in any ads or ad keywords; and
4.2.9. To not use inappropriate or offensive language, defamatory content or any otherwise morally or legally objectionable content in your posts, ads or other marketing materials and activities.
5) Customer Purchases.
5.1. Company reserves the right, at its sole discretion at any time and without prior notice, to change its products and services.
5.2. Any transaction and/or engagement between Company and any Referred Customer, including, without limitation, the terms and fees for such engagement, shall be at Company’s sole and absolute discretion. Nothing herein shall be deemed to obligate Company to accept and/or consummate any purchase of Products or other transaction with any Referred Customer.
5.3. The provision of any discount, credit or other promotion to any Referred Customer through the Referral Code and/or Tracking Link shall be made at Company’s sole and exclusive discretion. Company may, at any time and at its sole discretion, change, suspend or terminate any discount, credit or other promotion provided through the Referral Code and/or Tracking Link.
6) Rewards.
6.1. Subject to these Terms, Company shall provide you with the applicable Rewards for each Customer Purchase made during the term of these Terms. The Rewards are the sole and exclusive compensation to which you shall be entitled in connection with any Customer Purchase or your participation in the Program. Receipt of the Rewards is subject to Company’s receipt of the applicable fees payable by the Referred Customer for each Customer Purchase. All Rewards are personal to you and non-transferable. Rewards shall be provided and delivered to you as notified to you in advance on the Products.
6.2. Company reserves the right to withdraw your eligibility for any Rewards if Company reasonably believes you have violated these Terms or any applicable Program rules or guidelines issued by Company in accordance with these Terms. Furthermore, Company reserves the right to claim back any Rewards already provided in such circumstances.
6.3. Company may make pro rata adjustments from any subsequent Rewards to which you are entitled in accordance with these Terms in an amount equal to the monetary value of any previously provided Rewards for Customer Purchases that have been refunded to the applicable Referred Customer.
7) Term; Termination.
7.1. Company may, at any time, terminate these Terms upon written notice and without any liability to you. Company will notify you in advance before such termination other than in the event of any termination arising from your violation of these Terms.
7.2. These Terms and your participation in the Program will automatically terminate in the event of any termination or expiration of your subscription to the Products.
7.3. You may request termination of your participation in the Program at any time and for any reason by contacting Company at 7.4 help@vetscribe.co.
7.4. Sections 8-14 hereto will survive any termination of these Terms.
8) Representations and Warranties.
You represent and warrant that (i) you have the right and full power and authority to enter into these Terms and participate in the Program; (ii) you will comply, at all times, with all applicable laws and regulations in connection you’re your participation in the Program; and (iii) you have no outstanding agreement or obligation that is in conflict with any of the provisions of these Terms or the performance thereof, or that would preclude you from complying with the provisions of these Terms.
9) Intellectual Property.
9.1. All right, title and interest in and to the Products, Company Marketing Materials, Referral Code, Tracking Link and any other products, materials and services of Company, including, without limitation, all enhancements, modifications all derivatives thereof and all intellectual property rights associated therewith, are and shall at all times be solely and exclusively owned by Company, and may not be used by or for you or anyone on your behalf, except if and as expressly provided herein or otherwise approved by Company in writing.
9.2. Company grants you, during the term of these Terms, a limited, revocable, non-exclusive, non-transferable, non-assignable, royalty-free license to use the Company Marketing Materials, Tracking Link and Referral Code (collectively, “Company Materials”), solely for the purpose of your promotional activities as part of the Program in accordance with these Terms. All use of the Company Materials, including, all goodwill arising therefrom, shall accrue solely to the benefit of Company, and shall be in accordance with such usage guidelines, as may be provided by Company to you from time-to-time.
10) Third Party Services.
As part of the Program, Company may provide you with access to and use of certain third-party services, applications or software (collectively, “Third Party Services”). All use of any Third-Party Services is subject to the applicable terms and conditions thereof, as determined by the applicable third-party provider (“Third Party Terms”). You hereby undertake and agree to comply with any applicable Third Party Terms relating to the Third Party Services. COMPANY IS NOT RESPONSIBLE FOR AND DOES NOT GUARANTEE, WARRANT OR MAKE ANY REPRESENTATION AS TO ANY THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE CONTENT, FUNCTIONALITY, SECURITY OR AVAILABILITY THEREOF. COMPANY HAS NO CONTROL OVER ANY THIRD PARTY SERVICES AND SHALL NOT HAVE ANY LIABILITY TO YOU, UNDER ANY THEORY OF LIABILITY, WITH RESPECT TO ANY THIRD PARTY SERVICES. ALL USE OF ANY THIRD PARTY SERVICES BY YOU IS AT YOUR SOLE AND EXCLUSIVE RISK.
11) Indemnity.
You shall indemnify, defend and hold Company, and its directors, officers, employees, independent contractors, and/or affiliates harmless (the “Indemnified Parties”) from and against any and all costs, liabilities, damages, losses and expenses, including, but not limited to, reasonable attorneys' fees resulting from or arising out of any claim, suit, action, arbitration or proceeding brought by a third party against an Indemnified Party relating to: (a) your breach or alleged breach of any of your representations, warranties, covenants or obligations hereunder; (b) your breach of applicable law in connection you’re your or promotion of the Products and participation in the Program; (c) your infringement or misappropriation of any intellectual property or other rights of a third party; and (d) your negligence or willful misconduct.
12) Limitation of Liability.
COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO REPUTATION, LOSS OF OR DAMAGE TO ANY PROPERTY OR MATERIALS, HOWEVER CAUSED, UNDER ANY CAUSE OF ACTION AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY UNDER THESE TERMS EXCEED THE TOTAL FEES PAID BY COMPANY HEREUNDER TO YOU IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
13) Governing Law and Dispute Resolution.
13.1. These Terms shall be governed by the laws of the State of California, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of California.
13.2. SUBJECT TO THE EXCEPTIONS BELOW, ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND THE COMPANY REGARDING THESE TERMS OR THE PROGRAM, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SETTLED THROUGH BINDING ARBITRATION (RATHER THAN IN COURT) BY TELEPHONE, ONLINE OR BASED SOLELY UPON WRITTEN SUBMISSIONS WITHOUT IN-PERSON APPEARANCE, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA), UNDER ITS CONSUMER ARBITRATION RULES (WHICH ARE AVAILABLE AT WWW.ADR.ORG). THE SUBSTANTIVE LAW OF ARBITRATION SHALL BE THE LAWS OF THE STATE OF CALIFORNIA. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. HOWEVER, YOU MAY LODGE CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIM QUALIFIES.
13.3. THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THESE TERMS. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES) AND MUST FOLLOW THESE TERMS AS A COURT WOULD.
13.4. THE ARBITRATION WILL BE A CONFIDENTIAL PROCEEDING. NEITHER PARTY WILL MAKE ANY PUBLIC ANNOUNCEMENT OR PUBLIC COMMENT OR RELEASE ANY PUBLICITY CONCERNING THE ARBITRATION INCLUDING THE FACT THAT THE PARTIES ARE IN DISPUTE, THE EXISTENCE OF THE ARBITRATION OR ANY DECISION OR AWARD OF THE ARBITRATOR.
13.5. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS COMPANY AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
13.6. YOU MAY OPT-OUT OF THE ABOVE ARBITRATION CLAUSE BY EMAILING US TO HELP@VETSCRIBE.CO, WITHIN SEVEN (7) DAYS OF YOU ENTERING INTO THESE TERMS FOR THE FIRST TIME, AN OPT-OUT NOTICE THAT IDENTIFIES YOURSELF AND CLEARLY SETS OUT YOUR CHOICE TO OPT OUT OF DISPUTE RESOLUTION BY ARBITRATION. IN CASE OF SUCH OPT-OUT, ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND US REGARDING THESE TERMS OR THE USE OF THE SERVICE, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE COURTS IN SAN DIEGO COUNTY, STATE OF CALIFORNIA AND THE FEDERAL DISTRICT COURT FOR THE SOUTHERN DISTRICT OF CALIFORNIA.
13.7. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, EITHER PARTY MAY ASSERT: (A) AN IMPLEADER CLAIM AGAINST THE OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION ADJUDICATING A THIRD PARTY CLAIM THAT IS SUBJECT TO THE INDEMNITY CLAUSE IN THESE TERMS; (B) A CLAIM ALLEGING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS (INCLUDING COPYRIGHTS AND TRADE SECRETS), IN ANY COURT HAVING GENERAL OR SPECIFIC JURISDICTION OVER THE DEFENDANT; AND (C) A COURT CLAIM FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF, IN ANY COURT HAVING GENERAL OR SPECIFIC JURISDICTION OVER THE DEFENDANT.
14) Miscellaneous.
14.1. These Terms constitute the entire agreement between you and Company regarding the subject hereof and supersedes all other agreements, understandings and communications, whether written or oral. If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable for any reason, such provision shall be interpreted to give maximum effect to its terms as possible under law, and the remaining provisions hereof shall be unaffected and continue in full force and effect.
14.2. Company may from time to time change these Terms. Changes will take effect seven (7) days after their initial posting, unless Company amends the Terms to comply with legal requirements. In such cases, the amendments will become effective immediately upon their initial posting, or as required.
14.3. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between the parties.
14.4. You may not assign or transfer your rights and obligations under the Terms without Company’s prior written consent.
Last Updated: August 29, 2024.