Terms of Use
Last Updated: July 2025
Overview
This statement of Terms of Use ("Terms") governs our relationship with veterinary businesses and others who interact with Highfive Vet, as well as Highfive Vet brands, products and services. Please read these Highfive Vet Terms of Use (“Terms”) carefully before purchasing or using the Highfive Vet Platform.
1. Definitions
“Authorized User” refers to a named individual, such as an employee, consultant, or contractor, who is authorized by the Customer to access and use the service, often with a unique username and password. An Authorized User is also an individual who has completed the Company’s online registration process or who otherwise received a user ID or other access credentials from the Company or Customer authorizing such person to access and use the Platform.
“Company” means Highfive Vet, hereon named the Company, is the legal entity that is providing the software as a service, and the agreement defines the ownership and rights to the software, including its intellectual property such as, but not limited to, code, documentation, and branding.
“Customer” or “Customers” refers to the entity (or user(s)) that subscribe(s) to and use(s) the software and is responsible for all actions of its Authorized Users.
“Documentation” means manuals, end-user documentation, technical and system documentation, and other written material provided to the User by the Company (both online and in hard copy), including any updates, upgrades, revisions, or new releases thereto, that describe the business functionality or technical specifications of the Platform.
“Platform” refers to the website operated by the Company as a marketplace where customers can purchase veterinary products, including any related software.
2. License
- Subject to the terms of this Agreement, the Company hereby grants the Customer a non-exclusive, non-sub-licensable (except as expressly set forth below), non-transferable, revocable license (“License”) during the Term to use the Platform and the Documentation solely for the Customer’s internal business purposes. The Customer acknowledges that, as between the Company and the Customer, the Company owns all worldwide right, title and interest in and to the Platform and Documentation, including all worldwide intellectual property rights therein, and that all rights with respect to the Platform and the Documentation not expressly granted herein are reserved by the Company. The Customer may sublicense the use of the Platform and Documentation to its Authorized Users. Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User. Each Authorized User will create and maintain unique Authorized User access and cannot share this access with any other individual or entity whether or not such individual or entity is an Authorized User. No third-party platforms, websites, vendors, users, etc. shall have access to the Platform through any existing Authorized User. No third-party platforms, websites, vendors, users, etc. shall be given permission to create their own Authorized User access to the Platform. As a condition to access and use the Platform, each Authorized User shall agree to abide by the Company’s end user terms of use, which it may update from time to time. Such terms are available at www.highfive.vet/policies/terms-of-use.
- The Customer agrees that it will not: (i) use the Platform except as expressly authorized in this Agreement and the applicable Schedules; (ii) delete or in any manner alter the copyright, trademark and other proprietary rights notices appearing in or on the Platform or Documentation; (iii) use any device, software or routine that will interfere with or damage any application, function or use of the Platform or Documentation; (iv) decompile, disassemble or reverse engineer the software constituting the Platform or otherwise attempt to derive its source code; or (v) authorize any third parties to do any of the foregoing.
- The Customer hereby assigns to the Company and the Company hereby accepts, all rights, title and interest in and to any user data that the Customer or its Authorized Users input in or otherwise store on the Platform (“User Data”).
- The Customer may utilize a group purchasing organization’s (“GPO”) platform, provided that the Customer must agree to share any User Data with the GPO to facilitate the improvement of the user experience with the GPO. If Customer does not share the User Data or rescinds the permission regarding the sharing of User Data, Customer shall not be permitted to utilize the GPO platform.
3. Customer Contact and Authorized Users
- During the configuration and setup process for the Platform, the Customer will identify an administrative username and password for the Customer’s administration account with the Company (“Customer Contact”). The Company shall reserve the right to refuse registration of, or cancel usernames and passwords, or delete accounts as it seems inappropriate. The Customer Contact shall respond promptly to any reasonable requests from the Company for instructions, information or approvals required by the Company to permit the use of the Platform by Customer. The Customer is responsible for all actions of its personnel, including Authorized Users, with respect to the Platform, including, but not limited to, (i) all Authorized Users of any account that Customer has access to, whether or not the Customer has authorized the particular use or User, and regardless of Customers knowledge of such use; and (ii) securing the account passwords, including but not limited to administrative and Authorized User passwords and files.
- The Customer will notify the Company promptly of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Platform. The Customer is responsible for obtaining, maintaining and supporting, at its sole expense, the Customer’s internet access, computer hardware and other equipment and services needed for its access to the Platform. The Company shall not be responsible for any loss of information due to any irresponsible act, such as loss of the password by the user.
4. Account Information From Third-Party Sites
- When Customer use the Highfive Vet Services, Customer may direct Highfive Vet to retrieve Customer’s own information maintained online by third-parties with which Customer have relationships, maintain accounts, or engage in purchase transactions to supply Customer’s organization (“Account Information”). Highfive Vet does not review the Account Information for accuracy, legality or non-infringement.
- Highfive Vet is not responsible for the Account Information or products and services offered by or on third-party sites.
- Highfive Vet cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Highfive Vet cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings.
5. Risk of Loss, Returns, Refunds and Title
- Information about products, including names, descriptions, images, and documentation, is gathered from various sources, including but not limited to websites and documentation of suppliers and product manufacturers.
- Highfive Vet may attempt to curate such information, to the best of our ability, in an attempt to be as accurate as possible.
- However, Highfive Vet does not warrant that product descriptions or other content of any Highfive Vet Service is accurate, complete, reliable, current, or error-free.
- If Customer is unsure about the accuracy of a product’s information, we suggest cross-referencing the product information with authorized sellers of the product, or directly with the product’s manufacturer, to ensure accuracy.
- If a product discovered on or ordered through Highfive Vet is not as described, Customer’s sole remedy is to return the product to the seller whence it came, pursuant to the terms of that seller’s return policy.
- Highfive Vet assumes no responsibility for products ordered using information obtained on Highfive Vet, and will not interact with sellers on Customer’s behalf to initiate or negotiate a return of any product.
6. Rights Customer Grant to Highfive Vet as the Authorized Agent
- By submitting information, data, passwords, usernames, other login information, materials and other content to Highfive Vet through the Services, Customer is licensing that content to Highfive Vet for the purpose of providing the Services. Highfive Vet may use and store the content in accordance with this Agreement and our Privacy Policy. Customer represent that Customer is entitled to submit it to Highfive Vet for use for this purpose, without any obligation by Highfive Vet to pay any fees or be subject to any restrictions or limitations.
- When Customer sign up for a Highfive Vet account, Customer designate Highfive Vet as Customer’s authorized agent with permission to use Customer’s login information to third-party services, such as suppliers, and represent that Customer is authorized to do so by Customer’s clinic or company. Highfive Vet’s systems utilize this login information to access these third-party services’ websites on Customer’s behalf to obtain and analyze pricing, availability, order history, invoices, cart, and other information.
- By using the Services, Customer expressly authorize Highfive Vet to access Customer Account Information maintained by identified third parties, on Customer’s behalf as Customer’s agent, and Customer expressly authorize such third parties to disclose Customer’s information to us. When Customer uses the Highfive Vet Services, Customer will be directly connected to the website for the third party Customer has identified. Highfive Vet will submit information including usernames and passwords that Customer provide to log into the Site. Customer hereby authorize and permit Highfive Vet to use and store information submitted by Customer to accomplish the foregoing and to configure the Services so that it is compatible with the third party sites for which Customer submit Customer information.
- Actions Customer expressly authorize Highfive Vet to take on Customer behalf for all suppliers whose information Customer has submitted to Highfive Vet include, but are not limited to, the following:
- i. Product Retrieval - Highfive Vet will locate a given product on a supplier’s website and view that product’s page or listing in order to serve Customer appropriate content.
- ii. Availability Retrieval - Highfive Vet will obtain availability information, including stock or backorder status, quantities in stock, warehouse information, drop-ship information, and other availability information when available.
- iii. Pricing Retrieval - Highfive Vet will obtain Customer’s own clinic’s pricing information for a product, including quantity discounts, promotions, and special instructions related to that product’s purchasing or shipment.
- iv. Cart Modification - Highfive Vet will manage Customer’s cart on the supplier’s website by adding or removing products to/from Customer’s cart, or changing quantities in Customer’s cart.
- v. Order History Retrieval - Highfive Vet will retrieve and store invoices and other information on past orders from Customer’s suppliers to provide our order history and analytics features.
- vi. Order Placement - Highfive Vet will place orders on Customer’s behalf with select third-party supplier websites. Highfive Vet takes the above actions only after Customer have signed up for a Highfive Vet account as an authorized representative of Customer clinic or company. Highfive Vet will not, except for purposes of providing the Services to Customer, take actions on Customer suppliers’ websites without explicit permission.
- For purposes of this Agreement and solely to provide the Account Information to Customer as part of the Services, Customer grant Highfive Vet a limited power of attorney, and appoint Highfive Vet as Customer attorney-in-fact and agent, to access third party sites, retrieve and use Customer information with the full power and authority to do and perform each thing necessary in connection with such activities, as Customer could do in person. CUSTOMER ACKNOWLEDGE AND AGREE THAT WHEN HIGHFIVE VET IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, HIGHFIVE VET IS ACTING AS CUSTOMER AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SITE. Customer understand and agree that the Services are not sponsored or endorsed by any third parties accessible through the Services. Highfive Vet is not responsible for any payment processing errors or fees or other Services-related issues, including those issues that may arise from inaccurate account information.
7. Pricing and Availability From Suppliers With Whom Customer Have a Prior Relationship
- For suppliers where Highfive Vet acts as Customer Authorized Agent, any prices viewable to Customer on Highfive Vet are the prices offered to Customer by the seller of that product. These prices are retrieved, on Customer behalf, in real time or via supplier-provided catalog, and represent the pricing specifically for Customer practice just as Customer would see on that seller’s eCommerce website. Highfive Vet makes no warranties to the accuracy of pricing or availability information. Despite our best efforts, a small number of the items in our catalog may be mispriced, or stock may be mislabeled, due to technical error of either the seller or Highfive Vet. If the error resides with the seller, please contact the seller and/or refer to the seller’s policies for remedies. If the price of the item on Highfive Vet does not match the price of the item on the seller’s eCommerce website, please contact us at support@highfive.vet so that we may look into it.
- Pricing and availability information at any given supplier may be unavailable, from time to time, due to an error or downtime on a supplier’s website, or changes to a supplier’s website that makes Highfive Vet’s interfacing with their website temporarily unavailable. Highfive Vet makes no warranties of uptime or that any connected supplier will have pricing and availability retrievable at any given time.
8. “AS IS" and "AS AVAILABLE" Disclaimer
- Highfive Vet Service is provided to Customer "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Highfive Vet, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice.
- Without limitation to the foregoing, Highfive Vet provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Customer requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
- Without limiting the foregoing, Highfive Vet does not make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of Highfive Vet are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
- Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to Customer. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
9. Fees & Subscriptions
- Subscription period - The Service or some parts of the Service are available only with a paid Subscription. Customer will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan Customer select when purchasing the Subscription. At the end of each period, Customer’s subscription will automatically renew under the exact same conditions unless Customer cancel it or Highfive Vet cancels it.
- Subscription cancellations - Customer may cancel Subscription renewal by giving Highfive Vet a 30 days prior notice. Customer will not receive a refund for the fees Customer already paid for the current subscription period and Customer will be able to access the Service until the end of the current subscription period. Except when required by law, paid subscription fees are non-refundable. Certain refund requests for subscriptions may be considered by Highfive Vet on a case-by-case basis and granted at the sole discretion of Highfive Vet.
- Billing - Customer shall provide Highfive Vet with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. Should automatic billing fail to occur for any reason, Highfive Vet will issue an electronic invoice indicating that Customer must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
- Fee Changes - Highfive Vet, in its sole discretion and at any time, may modify the subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period. Highfive Vet will provide Customer with reasonable prior notice of any change in Subscription fees to give Customer an opportunity to terminate Customer subscription before such change becomes effective. Customer continued use of the service after the subscription fee change comes into effect constitutes Customer agreement to pay the modified Subscription fee amount.
10. Confidentiality
- From time to time before and during the Term, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) non-public proprietary and confidential information of Disclosing Party (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 5; (ii) is or becomes available to Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (iv) was or is independently developed by Receiving Party without using any Confidential Information. In addition, Confidential Information does not include suggestions and feedback from the Customer with respect to the Platform.
- Receiving Party shall: (i) protect and safeguard the confidentiality of Disclosing Party’s Confidential Information with at least the same degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use Disclosing Party’s Confidential Information or permit it to be accessed or used for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to Receiving Party’s employees who need to know the Confidential Information to assist Receiving Party to exercise its rights or perform its obligations under this Agreement.
- If Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy.
11. Representations and Warranties
- The Company represents and warrants to the Customer that: (i) the Company has all rights and authority necessary to grant the Customer the License, and (ii) the Platform is designed and will function as set forth herein.
- The Customer represents and warrants to the Company that the Customer has all rights and authority necessary to grant the Company the license to User Data described in this Agreement.
- EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND THE COMPANY DOES NOT WARRANT THAT THE USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE.
12. Intellectual Properties
- All content included in or made available through any Highfive Vet Services, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is the property of Highfive Vet and protected by United States and international copyright laws. The compilation of all content included in or made available through any Highfive Vet Service is the exclusive property of Highfive Vet, and is protected by U.S. and international copyright laws. Some content displayed by Highfive Vet, including company names and logos of manufacturers and suppliers, as well as product names, descriptions, documentation, and images, may be owned by their originators rather than Highfive Vet.
- As an authorized agent of our users, Highfive Vet accesses and uses these content items for the sole purpose of providing the Services to our users, but claims no copyright to such materials owned and copyrighted by their originators. Companies that upload or enter content into Highfive Vet give Highfive Vet a permanent and unrestricted license to such content for all as long as the Highfive Vet Services remain operational.
13. Term & Termination.
- The Term of this Agreement shall be set forth in the Order Form. The Customer may terminate its use of the Platform at any time for any reason or no reason. The Company may suspend Customer’s or an Authorized User’s use of the Platform if the Company reasonably suspects a violation of the terms of use by Customer or an Authorized User. The Company may change the terms of this Agreement at any time by providing 10 days’ prior written notice to Customer.
- Either party may terminate this Agreement, effective upon written notice to the other party (“Defaulting Party”), if the Defaulting Party: (i) materially breaches this Agreement and the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; (ii) becomes insolvent or admits its inability to pay its debts generally as they become due; (iii) becomes subject, voluntarily or involuntarily, to any proceedings under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within ten (10) days or is not dismissed or vacated within sixty (60) days after filing; (iv) is dissolved or liquidated or takes any corporate action for such purpose; (v) makes a general assignment for the benefit of creditors; or (vi) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
- All provisions of this Agreement that by their nature survive beyond the expiration or termination of this Agreement shall so survive.
14. Indemnification and Limitation of Liability
- The Company shall have no liability for any claims arising from (i) modifications to the Platform made by the Customer or the Authorized Users or third parties acting at the direction or on behalf of the Customer; (ii) Platform software that has been modified or provided in accordance with the Customer’s instructions to the extent that the instructions specify the cause of the infringement, or use or combination of the Platform software with third party or Customer materials or services (“Excluded Claims”).
- The Customer shall defend, indemnify and hold the Company harmless from and against any damages arising out of or in connection with (i) a breach of the Customer’s representations or warranties in this Agreement and (ii) Excluded Claims; all provided that the Company promptly provides written notice of the applicable claim to the Customer, gives the Customer sole control of the defense and settlement of the applicable claim and provides the Customer all available information and assistance in defense of the applicable claim.
- IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY HEREUNDER FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. EXCEPT FOR ANY DAMAGES ASSOCIATED WITH THE COMPANY’S BREACH OF SECTION 5 (CONFIDENTIALITY), IN NO EVENT SHALL THE COMPANY’S 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 AGGREGATE PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.
15. Miscellaneous
- Arbitration. In the event of any dispute arising out of or in connection with this Agreement, except in the case of disputes alleging nonpayment, confidentiality breaches or the misuse of the Platform, such dispute shall be resolved by arbitration pursuant to the rules of [the American Arbitration Association]. There shall be 3 arbitrators, who shall be appointed by mutual agreement of the parties. The arbitration shall be conducted within the State of California. The arbitrator’s decision shall be final and binding on both parties.
- Assignment. Neither party may assign this agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party, which shall not be unreasonably withheld, provided, however that either party may assign this Agreement to a successor-in- interest or to a purchaser of substantially all of its assets or equity.
- Force Majeure. Neither party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond such party’s reasonable control, including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God during the pendency of such event.
- Governing Law. This Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of California, without regard to the conflict of laws and provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.
- Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Schedule, the terms and conditions of this Agreement shall supersede and control unless the terms and conditions of the Schedule expressly refer to the section or sections of this Agreement that is or are superseded by the terms and conditions of the Schedule.
- Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the other party at its address set forth in the Order Form to which these Terms are attached (or to such other address that the receiving party may designate from time to time in accordance with this Section 10). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving party; and (b) if the party giving the Notice has complied with the requirements of this Section 10.
- Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- Amendments and Waivers. The Company may change or amend the terms of this Agreement with 10 days’ prior written notice to Customer. The Customer’s continued use of the Platform will constitute Customer’s acquiescence to and acceptance of the revised terms. No waiver by any party of any of the provisions of this Agreement shall be effective unless agreed to in a signed writing. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof.
16. Contact Us
We welcome feedback, comments and suggestions for improvements to the Product/Services (“Feedback”) by emailing us at legal@highfive.vet.