- User Account Types and Access
- Limited Access Accounts: Individual users may apply for a "limited access" account by registering on the Website. Approval and maintenance of limited access accounts are at the sole discretion of Tartar Shield. Limited access accounts provide access to Tartar Shield content, including retail marketing materials, in-depth product information and research. Limited access accounts do not have ordering access.
- Full Access Accounts: Registered and approved veterinary or retail entities may apply for a "full access" account, subject to Tartar Shield's approval. Full access accounts are granted to individual users who are registered agents of their purchasing employer. Full access accounts allow users to purchase Tartar Shield products on behalf of their registered business. Additionally, full access accounts have all the privileges and access granted to limited access accounts as described in section 1(a) above.
- Restricted Access for Veterinary or Retail Operation Personnel
- Intended Users: All user account types and access levels on the Tartar Shield Direct2Vets (D2V) Website are strictly intended and restricted for veterinary or retail operation personnel only. These accounts are not intended for use by the general public.
- Authorized Users: User accounts are intended and restricted for use by the following individuals or entities: Veterinarians, Veterinary support staff members, Veterinary clinical members, Veterinary business associates, Higher education students pursuing a veterinary or clinical field in pet health, retail order staff, corporate account purchasing agents. Users fitting within these defined roles are generally eligible for account approval, subject to Tartar Shield's discretion.
- Account Maintenance and Regulation
- User Account Approval: All users are required to register and be approved by Tartar Shield. Users approved by Tartar Shield will be automatically granted a limited access account permissions as described in Section 1 of this agreement.
- Tartar Shield's Discretion: Tartar Shield reserves the full right to approve or deny user accounts based on its own discretion and business needs. While the primary user roles are defined within this Agreement, Tartar Shield may, at its discretion, consider approving users with additional business professions or roles that align with its needs and objectives.
- Additional User Approvals: Tartar Shield may choose to approve users who possess business professions or roles beyond those specifically mentioned in this Agreement, provided that such roles are deemed relevant and beneficial to Tartar Shield's operations, marketing efforts, or other business objectives. The decision to approve additional users shall be at Tartar Shield's sole discretion.
- User Denial: Tartar Shield reserves the right to deny user account requests for individuals who do not fit within the defined user approval roles or who fail to meet Tartar Shield's criteria for account approval. Tartar Shield is not obligated to disclose the reasons for such denials.
- Communication of Approval or Denial: Tartar Shield will communicate the approval or denial of user accounts through the designated communication channels, as determined by Tartar Shield. Users shall not assume account approval until they receive official confirmation from Tartar Shield.
- No Discrimination: Tartar Shield's approval or denial of user accounts shall be based on legitimate business considerations and shall not discriminate against individuals on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, or any other protected characteristic under applicable laws.
- Provided Registration Information Accuracy: During the registration process for a user account on the Tartar Shield Direct2Vets (D2V) Website, it is the user's responsibility to provide accurate and complete information. This includes but is not limited to personal identification, contact details, professional credentials, and any other information requested by Tartar Shield. Users must ensure that all information provided during registration is up to date and reflects their current status and qualifications.
- Company Responsibility: Companies with full access account users are responsible for maintaining their list of registered agents and their ordering accounts. Companies must contact Tartar Shield to add or remove users from their ordering accounts. Tartar Shield is not responsible for any disputes or issues arising from the management of a company's registered agents or ordering account.
Account Transition and Liability
- User Responsibility: After registration, users are responsible for maintaining the accuracy and completeness of their account information. If there are any changes or updates to the information provided during registration, users must promptly update their account details through the designated account management tools or by notifying Tartar Shield through the appropriate communication channels.
- Company Responsibility for Accuracy: For users affiliated with a company, the company is responsible for providing and maintaining accurate information about the company that may affect the user's role or ordering permissions on the Tartar Shield Direct2Vets (D2V) Website. This includes but is not limited to the company's legal name, business address, contact information, user access level, and any other relevant details. The company must ensure that all information provided to Tartar Shield is accurate, up to date, and reflects the current status of the company.
- Consequences of Inaccurate Information: Users and companies acknowledge that providing and maintaining accurate account information is crucial for the proper functioning of the Tartar Shield Direct2Vets (D2V) Website. Failure to provide accurate and up-to-date information may result in account restrictions, limitations, or termination at Tartar Shield's discretion. Users and companies shall bear all responsibility for any adverse consequences resulting from the provision of incorrect or outdated information.
- Tartar Shield's Obligations: Tartar Shield will make reasonable efforts to process user addition or removal requests promptly. However, Tartar Shield shall have up to five (5) business days to complete the requested account transition. During this period, Tartar Shield is not liable for any issues, errors, delays, or disruptions that may occur as a result of the account transition.
- Indemnification: The company agrees to indemnify, defend, and hold harmless Tartar Shield, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees, arising out of or in connection with the account transition process or any related disputes.
- Limitation of Liability: Tartar Shield shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising out of or in connection with the account transition process, including but not limited to any loss of data, profits, or business opportunities. The company acknowledges and accepts that the account transition process is the sole responsibility of the company, and any issues or consequences arising from it are at the company's own risk.
- Website Content and Intellectual Property
- Ownership: The Website and its contents, including but not limited to text, graphics, images, logos, and software, are the property of Tartar Shield or its licensors and are protected by intellectual property laws. Users may access and use the content
- Limited License: Tartar Shield grants users a limited, non-exclusive, non-transferable license to access and use the content on the Website for personal or professional purposes, strictly in accordance with the terms of this Agreement. Users may not modify, distribute, reproduce, or create derivative works based on the Website content without prior written consent from Tartar Shield.
- Authorized Distribution: Registered users and companies may utilize the resources and information available on the Website for the sole purpose of clinical education or retail marketing efforts related to Tartar Shield's products. However, it is expressly prohibited for any user or company to share, modify, or transfer ownership of the content, materials, or products to any other business entity without the written consent of Tartar Shield or its affiliates.
- Written Consent: Any distribution, sharing, or transfer of content, materials, or products beyond the authorized scope mentioned above requires prior written consent from Tartar Shield. Users and companies must obtain explicit written permission before engaging in any activities that involve sharing or modifying the content, materials, or products obtained from the Website.
- Non-Exclusivity: The limited license granted in this Agreement does not confer exclusive rights or ownership of the content, materials, or products. Users and companies acknowledge that Tartar Shield retains all rights, title, and interest in the Website content, materials, and products.
- Compliance with Legal and Ethical Standards: Users and companies agree to use the content, materials, and products in a manner that is compliant with all applicable laws, regulations, and ethical standards. Any violation of these provisions may result in the termination of user accounts, legal action, or other remedies as deemed appropriate by Tartar Shield.
- Additional Licenses: Tartar Shield reserves the right to consider and grant additional licenses on a case-by-case basis, in addition to the limited license granted under this Agreement. Such consideration and granting of additional licenses shall be subject to separate contractual agreements between Tartar Shield and the relevant user or company. These additional licenses shall not diminish or supersede the terms and conditions of this Agreement unless expressly stated in the separate contractual agreement.
- Trademarks: All trademarks, service marks, logos, and trade names displayed on the Website are the property of Tartar Shield or their respective owners. Users are prohibited from using any trademarks or trade names without the prior written permission of the owner.
User and Company Obligations
- Compliance with Laws: Users and companies must comply with all applicable laws, regulations, and ethical guidelines when using the Website. Users and companies are solely responsible for their actions, the actions of their authorize users, and the consequences of any content they submit or transmit through the Website.
Accurate Information: Users must provide accurate, complete, and up-to-date information during the registration process and after as stated in section 2 of this agreement. Users and companies are responsible for maintaining the confidentiality of their login credentials and are prohibited from sharing their accounts with any third party.
- User Account and Information Security: Users and companies acknowledge and agree that the security of their user account and business ordering operations is solely their own responsibility. Any user or company that shares their login credentials or account information with others within their organization does so at their own risk. Tartar Shield shall not be held responsible or liable for any unauthorized access, misuse, or actions arising from the sharing of login credentials or account information within a company.
- Users and companies are responsible for ensuring compliance with the terms and conditions of this Agreement, as well as any applicable laws and regulations. Tartar Shield reserves the right to monitor user activity on the Website to ensure compliance and enforce the provisions of this Agreement. However, Tartar Shield does not guarantee continuous monitoring and shall not be liable for any unauthorized actions or breaches of this Agreement.
Prohibited Activities: Users are prohibited from engaging in any activities that may:
- Infringe upon the intellectual property rights of Tartar Shield or any third party.
- Violate any laws, regulations, or ethical guidelines.
- Transmit any unauthorized or malicious content, including viruses, malware, or spam.
- Interfere with the proper functioning of the Website or disrupt the experience of other users.
- Engage in any fraudulent or deceptive practices.
- User Termination: Users may terminate their accounts by contacting Tartar Shield directly. Upon termination, the user's access to the Website and its content will be revoked.
- Tartar Shield's Right to Suspend or Terminate Ordering Power
- Tartar Shield Discretion: Tartar Shield reserves the right, in its sole and limited discretion, to suspend or terminate a company's ordering power on the Tartar Shield Direct2Vets (D2V) Website, in addition to any user account associated with the company. This action may be taken if Tartar Shield determines, at its discretion, that the company has violated any terms of this Agreement, engaged in fraudulent activities, or acted in a manner that is harmful to Tartar Shield's interests or reputation.
- ii. Suspension or Termination Process: In the event of a suspension or termination of a company's or users ordering access, Tartar Shield may provide written or verbal notice to the company, specifying the reasons for the action, but is not obligated to. Tartar Shield may also request additional information or evidence from the company to support its decision. The company and/or user acknowledges that Tartar Shield's determination to suspend or terminate ordering power is final and binding.
- iii. Consequences of Suspension or Termination: Upon suspension or termination of a company's or users ordering power, the company and its associated users will no longer be able to place orders for Tartar Shield products through the D2V Website. Tartar Shield shall not be liable for any damages, losses, or expenses incurred by the company as a result of the suspension or termination of ordering power.
- iv. Indemnification: The company agrees to indemnify, defend, and hold harmless Tartar Shield, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees, arising out of or in connection with the suspension or termination of ordering power or any related disputes.
- Tartar Shield Termination: Tartar Shield reserves the right to terminate or suspend any user's account, without prior notice, for violation of this Agreement or for any other reason determined by Tartar Shield at its sole discretion.
- Alternative Ordering Privileges via Written Communication
- Suspension or Termination of Self-Service Option: In the event that the self-service option for ordering Tartar Shield products or researched, at any user or business account level, on the Tartar Shield Direct2Vets (D2V) Website is suspended or terminated for an individual user or company, Tartar Shield may, at its discretion, allow alternative ordering privileges via written communication.
- Written Communication Process: To request alternative ordering privileges, the individual user or company must submit a written or verbal communication to Tartar Shield, detailing the specific products and quantities desired for purchase. The order communication may be submitted via email, fax, or any other designated method as specified by Tartar Shield.
- Tartar Shield's Discretion: The decision to grant alternative ordering privileges via written communication is at the sole discretion of Tartar Shield. Tartar Shield reserves the right to accept or deny any such requests, based on factors such as inventory availability, customer history, and compliance with this Agreement.
- Compliance with Terms: Any orders placed through alternative ordering privileges granted via written or verbal communication shall be subject to the terms and conditions of this Agreement, including but not limited to payment terms, shipping, and product restrictions.
- Indemnification: The individual user or company agrees to indemnify, defend, and hold harmless Tartar Shield, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees, arising out of or in connection with the use of alternative ordering privileges or any related disputes.
Disclaimer of Warranties
- The Website and its content are provided on an "as-is" and "as-available" basis without any warranties, whether express or implied. Tartar Shield disclaims all warranties, including but not limited to the accuracy, completeness, reliability, or suitability of the content for any particular purpose.
- Tartar Shield does not guarantee that the Website will be uninterrupted, error-free, or free from viruses or other harmful components. Users access and use the Website at their own risk.
Limitation of Liability
- In no event shall Tartar Shield be liable for any direct, indirect, incidental, consequential, or punitive damages arising out of or in connection with the use of the Website, including but not limited to any loss of data, profits, or business opportunities.
- Tartar Shield's total liability for any claim arising from or related to this Agreement or the use of the Website shall not exceed the amount paid by the user, if any, for accessing the Website.
- Users agree to indemnify, defend, and hold harmless Tartar Shield, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees, arising out of or in connection with the user's breach of this Agreement or their use of the Website.
Modifications to the Agreement
- Tartar Shield reserves the right to modify or amend this Agreement at any time without prior notice. Any changes to the Agreement will be effective immediately upon posting on the Website. Users are responsible for regularly reviewing the Agreement to stay informed of any updates.
Governing Law and Jurisdiction
- This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where Tartar Shield is located, Indiana. Any legal action or proceeding arising out of or in connection with this Agreement shall be brought exclusively in the courts of that jurisdiction.
Prohibition of Product Redistribution
- Redistribution Restrictions: The Tartar Shield Direct2Vets (D2V) Website strictly prohibits the redistribution of Tartar Shield's products to any other business entity for further resale. Products and orders obtained through this Website are intended solely for clinical or retail end-consumer sales. Users and companies are strictly prohibited from engaging in any form of product redistribution, including but not limited to selling, reselling, or transferring Tartar Shield's products to third parties for resale purposes.
- Account Consequences: Violation of the redistribution restrictions outlined in section 11(a) will result in severe consequences. Such violations will trigger an immediate user and associated company account freeze, leading to the suspension of access and ordering capabilities on the Website. Additionally, Tartar Shield reserves the right to take action against the violating user through other authorized third-party Tartar Shield distributors, as described in the full description of Tartar Shield.
- Online Seller Portals: Redistribution, as defined in this Agreement, includes any activities involving online seller portals such as Amazon.com, Walmart, and other similar platforms. Users are expressly prohibited from selling or listing Tartar Shield's products for resale on any online platforms without prior written authorization from Tartar Shield.
- It is the user's responsibility to ensure compliance with these redistribution restrictions. Any violation may result in legal consequences and termination of the user's account and access to the Website.
- By using the Tartar Shield Direct2Vets (D2V) Website, users acknowledge and agree to abide by the prohibition of product redistribution as outlined in this section.
Acceptance of Terms: This Agreement constitutes the entire agreement between the user and Tartar Shield regarding the use of the Website and supersedes any prior or contemporaneous agreements, understandings, or representations, whether oral or written.
- User Agreement: This Agreement applies to all users of the Website, including individual users and companies. By accessing or using the Website, you agree to comply with and be bound by this Agreement.
- Company Agreement: If you are an individual user affiliated with a company and have been granted an exclusive full access account with ordering privileges to act as an agent of your company, you also acknowledge that you are subject to your company's terms and conditions. However, it is expressly understood that the terms and conditions of this Agreement shall take precedence over any conflicting terms imposed by the user's company.
- Acceptance of Terms: This Agreement constitutes the entire agreement between the user and Tartar Shield regarding the use of the Website and supersedes any prior or contemporaneous agreements, understandings, or representations, whether oral or written.