OFFICIAL RULES

The following rules (“Official Rules”) form the basis of the Veterinary Practice Success Program (“Program”). These rules are intended to guide and protect you, Patterson Veterinary Supply, Inc. (“Patterson”) and those companies working with Patterson to provide Member Benefits (“Program Affiliates”). Your participation in the Program is governed by these Official Rules, and it is your responsibility to read and understand them. Further information can be obtained by contacting Patterson.

General Conditions

Membership in the Program is offered at the discretion of Patterson. Patterson has the right to terminate the Program and to change the Official Rules, Member Benefits, Membership Tiers or any other aspect of the Program, in whole or in part, at any time, with or without notice, even though changes may affect the value of Member Benefits that have already accrued. Patterson may, among other things, withdraw, limit, modify or cancel any Member Benefit; increase or decrease the Member Benefit earned by purchasing Qualifying Products; change the types of Member Benefits available, and add or change Membership Tiers.

Participation in the Program is subject to your agreement to be bound by these Official Rules through the Program Participation Agreement. Your agreement must be received by Patterson in writing or an electronic method approved by Patterson. Your participation in the Program does not become effective until your Program Participation Agreement has been accepted by Patterson. The date of Patterson’s acceptance of your agreement is your “Enrollment Date.” Patterson reserves the right to refuse Membership to any person or entity who does not agree to be bound by, or who violates, the Official Rules. Any failure of you or any Member to follow Official Rules, any abuse of the Program or its privileges, or any misrepresentation of any information furnished to Patterson or its Program Affiliates by any Member or anyone else acting on a Member’s behalf, may result in the termination of Membership in the Program, the cancellation of accrued Member Benefits, or both. Fraud, abuse, or conduct in violation of applicable laws, regulations or ordinances by Members in connection with participation in the Program will be subject to administrative and/or legal action by Patterson, including termination of Membership and forfeiture of accumulated Member Benefits. Membership may also be terminated by Patterson in the event a Member fails to pay any valid invoice or account when due or otherwise defaults in performing any other obligation owed by the Member to Patterson. Nothing in these Official Rules shall limit Patterson in the exercise of any legal or equitable rights or remedies after a violation of these Official Rules or applicable law.

Membership in the program may be held by entities in the United States, or individuals who are sole practitioners or employees or representatives of entities in the United States; however, each Member may maintain only one Membership. Duplicate Memberships will be subject to cancellation. Only the person(s) named in Program Participation Agreement will be entitled to access information about that Membership. Employees of Patterson, any of its affiliates, or any of its Program Affiliates are not eligible to participate. Unless otherwise stated in writing by a Member’s employer, Member Benefits earned for purchases of Qualifying Products that are shipped to and paid for by the employer shall be deemed to have been earned for the benefit of the employer. In such cases, Patterson reserves the right to require, as a condition of redeeming such Member Benefits, that the employer agree in writing to accept and be bound by these rules, and to require that any Member Benefits be issued to or for the benefit of the employer.

Members who are individuals are responsible for adhering to any terms and conditions, rules, regulations, policies and procedures set forth by their employers or any company they represent. It is not the responsibility of Patterson to verify that participation in the Program does not violate policies of a Member’s employer or any company a Member represents.

Selection of qualifying Patterson products and determination of Member Benefits is at the sole discretion of Patterson.

All interpretations of these Official Rules shall be at the sole discretion of Patterson, and all decisions made by Patterson with regard to these Official Rules shall be final.

Earning Member Benefits

Member Benefits can be earned only for purchases of Qualifying Products paid for in full during any calendar year after your Enrollment Date. “Qualifying Product” means any veterinary drug product, veterinary medical supply, or other animal health product that is regularly offered, shipped and invoiced by Patterson, but does not include any product: (a) for which Patterson acts as an agent or consignee and which is invoiced by a third party as manufacturer, distributor or consignor; (b) that is subject to a contractual limitation that conflicts with the Program or these Official Rules; or (c) is excluded by Patterson, in its discretion. Products from Boehringer Ingelheim, Merial or Zoetis are NOT Qualifying Products. In case of any doubt, you should confirm with Patterson that a product is a Qualifying Product before placing an order. Member Benefits will accrue when an order for a Qualifying Product is placed, but Member Benefits will not be deemed to have been earned until payment in full is received by Patterson on or before the date the payment is due. Patterson reserves the right to establish additional means of earning Member Benefits, to modify or delete any or all means recognized for earning Member Benefits, or to exclude specific products or types of purchases from the Program.

Qualifying Products purchased before your Enrollment Date are not eligible for the Program.

Member Benefits accrue on a calendar year basis and, if not used, expire annually within 60 days after the end of the calendar year. Member Benefits cannot be rolled over from one year to the next. Member Benefits reset at the beginning of each calendar year, and your Membership Tier for any year after the first year will be based on your purchases of Qualifying Products during the immediately preceding year. Your Membership Tier will upgrade automatically if your purchases of Qualifying Products during a calendar year meet the requirements for the next Membership Tier.

Member Benefits accrue according to “Membership Tiers” established by Patterson based on purchases of Qualifying Products. Membership Tiers are subject to change, in Patterson’s sole discretion.

Only one Membership per order will be credited for Member Benefits. If an order is placed without a valid Membership, Patterson reserves the right to refuse credit for that order at a later date. Once an order is associated with a Membership, the order may not be transferred to another Membership.

From time to time, Patterson may make special limited offers during which the Member Benefits that can be earned during the offer may be increased. During any such offer, Member Benefits will accrue at the level in effect at the time the order is placed, and will be earned at that level if Patterson receives timely payment in full. Upon expiration of the special limited offer, or if payment in full is not made in a timely manner, the Member Benefits will revert to the level in effect immediately prior to the offer.

Each Member is responsible for keeping current on the Official Rules in effect, and informing Patterson of any change in address or other contact information pertinent to participation in the Program. Periodically, Patterson will transmit Membership summaries, newsletters and other correspondence and materials to Members in good standing, but Patterson shall have no liability for any failure to do so. Patterson and all Program Affiliates will not be responsible for correspondence that becomes lost or delayed.

Earning and redeeming Member Benefits are subject to all applicable laws and regulations. Receipt of Member Benefits may be subject to income or other taxes. Member Benefits could be deemed to be income to the Member, and may be subject to income or other taxes. Members should consult their own tax advisers as to the tax consequences of participation in the Program. Any taxes, and any reports, returns or disclosures related thereto, are the sole responsibility of the Member.

Patterson will credit Members with Member Benefits only according to the terms of these Official Rules. Each Member is responsible for ensuring that the Member’s Membership is properly credited. Patterson reserves the right to revise or correct any Member Benefit accruals or statements issued in error.

Redeeming Member Benefits

Only Members in good standing may redeem Member Benefits. To be in good standing, your account with Patterson must be current, with no past due invoices outstanding. Member Benefits are subject to change without notice. Redeem your Member Benefits by contacting your Patterson rep.

All Member Benefits are subject to availability from Patterson or their respective Program Affiliates. Patterson does not guarantee the supply or availability of any Member Benefit supplied by any source other than Patterson.

Except as otherwise expressly provided in these Official Rules, redeemed Member Benefits are not refundable, exchangeable, redeemable or transferable for cash, credit, or other Member Benefits.

Member Benefits must be redeemed within the time stated when they accrue, or within one year after they are earned, whichever is sooner. Member Benefits not redeemed in a timely manner will be forfeited.

Member Benefits have no value other than for redemption according to these Official Rules, and may not be redeemed for cash, credit or any other thing of value.

Member Benefits earned in two or more different Memberships may not be combined.

You may redeem only the Member Benefits you have actually earned. You may not redeem Member Benefits in advance of them being deemed earned pursuant to the Official Rules.

No requests for substitutions for Member Benefits will be accepted.

Other Terms and Conditions

The Program is made available on the express condition and agreement of the Members that neither Patterson, the Program Affiliates, nor their respective officers, directors, agents or employees (collectively, the “Program Group”) shall be liable to any Member for any matter related to participation in the Program other than for performance of the obligations expressly created by these Official Rules (the “Program Obligations”). In consideration for the opportunity to participate in the Program, each Member agrees that under no circumstance shall the Program Group or any person or entity included therein be liable to the Member or any third party for any other loss, damage, claim, injury (including death), accident, delay, irregularity, cost, expense or any other liability whatsoever arising out of, relating to, or resulting from any aspect of a Member’s participation in the Program, including but not limited to incidents arising from, relating to or resulting from strikes, war, weather, acts of God, quarantines, sickness, accidents, government restrictions or regulations, or from any act or omission of third-parties, nor for any additional costs or expenses due to disruption or change of schedules, rates, or services or for any other cause. All terms and conditions of participation in the Program, and all terms and conditions of the use of any Member Benefit are subject to adjustment at any time without prior notice and are subject to availability. Patterson and the Program Affiliates reserve the right to withdraw any or all Member Benefits should conditions warrant, as well as to refuse to provide Member Benefits to any person in other than accordance with the Official Rules or applicable laws.

Each Member Benefit is subject only to the warranty provided by the supplier of that Member Benefit. Patterson warrants only those Member Benefits supplied by Patterson, and makes no warranties of any kind with respect to any Member Benefit supplied by any party other than Patterson. Warranty details are available upon request. No returns or exchanges of Member Benefits will be accepted, except for those allowed by the manufacturer, Program Affiliate or the applicable warranty. Warranty claims, or any claims for returns or exchanges, must be directed to the appropriate manufacturer or Program Affiliate.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PATTERSON AND EACH OF THE PROGRAM AFFILIATES HEREBY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PATTERSON OR ANY PROGRAM AFFILIATE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE ANY MEMBER BENEFIT AVAILABLE THROUGH THE PROGRAM, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE LIABILITY OF PATTERSON AND THE PROGRAM AFFILIATES SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF ANY DEFECTIVE MERCHANDISE, OR, IF THE MERCHANDISE CANNOT BE REPAIRED OR REPLACED, PAYMENT OF ITS FAIR MARKET VALUE.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES OR LIABILITIES, THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

Member Benefits are not the property of any Member. Member Benefits are not transferable upon death, as part of a domestic relations matter, by operation of law, or by sale, assignment or any other means unless expressly permitted by Patterson in writing prior to the proposed transfer. Member Benefits that are transferred or otherwise disposed of in violation of the Official Rules will be forfeited, and each Member involved in any such violation may be subject to termination of Membership in the Program and other penalties or actions contained in these Official Rules.

A Member shall be regarded as in good standing for purposes of these Official Rules as long as the Member has earned Member Benefits within the most recent Program year. Any Member who is not in good standing may, at Patterson’s option, be excluded from receiving Membership summaries, newsletters, correspondence or other materials of interest, such as notification of special promotions. Any Member who has failed to earn Member Benefits for a period of 12 consecutive months may have the Membership deactivated, and may also be excluded from receiving notification of Program changes until the Membership is reactivated.

Except as otherwise provided, any Member who fails at any time to earn Member Benefits for a period of one year is subject to termination of the Membership and forfeiture of all accrued Member Benefits.

Patterson is not responsible for the withdrawal of any Program Affiliate during the term of the Program or afterward, nor for the cancellation of any Member Benefit caused by or resulting from the withdrawal of a Program Affiliate or from any other cause beyond Patterson’s reasonable control.

If discrepancies arise regarding Member Benefits earned but not credited, or in cases where Patterson deems verification is required, Patterson reserves the right to require written proof from the Member, including, but not limited to, copies of invoices and payment receipts verifying that purchases were made according to these Official Rules and that payment in full was made in a timely manner. All discrepancies in accounting for Member Benefits, or other accounting irregularities, must be reported to Patterson, together with proof of purchase and payment, within 30 days after the Member becomes aware of the discrepancy.

Member Benefits and Membership tiers are subject to modification, cancellation or limitation at Patterson’s discretion, with or without notice. Any Member Benefit may be withdrawn, and restrictions on any Member Benefit or its redemption may be imposed at any time.

Patterson reserves the right to terminate the Program at any time with 60 days’ notice to all then-active Members. Members will have 60 days from Patterson’s notice of termination of the Program to redeem their remaining Member Benefits. Any Member Benefits that are not redeemed before expiration of the 60-day period will be forfeited without compensation or any further obligation or liability, and no Member Benefit claims will be honored thereafter.

If you elect to terminate your Membership, you will have 60 days to redeem your Member Benefits. After 60 days, all Member Benefits shall be forfeited.

Member Benefits may not be combined with any other promotional offer by Patterson or any Program Affiliate.

Participation in the Program is void where prohibited by law.

These Official Rules and participation in the Program are governed by and will be construed under the laws of the State of Minnesota, excluding its conflicts of law provisions.

All disputes arising under the Program, including but not limited to the application of the Official Rules and the enforceability of this provision, are subject to mandatory arbitration before a single arbitrator in proceedings conducted in St. Paul or Minneapolis, Minnesota and governed by the Federal Arbitration Act, as amended (“FAA”). The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator shall not be required to apply the state or federal rules of civil procedure or evidence. Exemplary or punitive damages shall not be awarded. At the request of either party made before conclusion of the proceedings, the arbitrator shall provide a brief written explanation of the basis for any award rendered. The arbitrator’s decision shall be final and binding except if the amount of the award exceeds $100,000 and a right of appeal is provided by the FAA. This provision shall survive termination of the Program or a Member’s participation in it.

If any provision of these Official Rules is deemed invalid or unenforceable, it shall not invalidate the remaining portions of these Official Rules or any other agreement between any Member and Patterson or any Program Affiliate.

Official Rules and Program Agreement

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