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MEMBERSHIP AGREEMENT TERMS & CONDITIONS

This MEMBERSHIP AGREEMENT TERMS AND CONDITIONS (“Agreement”) is entered into by and between Purchasing Services Holdings, LLC, a Delaware limited liability company (hereafter “PSIvet”), and the accepting practice (the “Practice”). By clicking “I accept” and completing the New Member Application Form (the “Application”), Practice represents and warrants that it has the authority to enter into this Agreement on behalf of itself and its owners and members and agrees to be bound by the terms hereof. PSIvet may amend this Agreement at any time by posting the updated terms at [INSERT URL] and providing no less than fifteen (15) days’ notice to Practice of any such change. Practice’s continued membership in PSIvet after the effective date of any such amendment constitutes Practice’s acceptance of the amended terms. If Practice does not agree to any amendment, Practice’s sole remedy is to terminate this Agreement in accordance with the Term and Termination section prior to the effective date of the amendment.

A. MEMBERSHIP PURCHASE REQUIREMENTS

The parties hereby agree that all purchases from PSIvet and its approved vendors (collectively, the “Approved Vendors”) are subject to this Agreement. A list of Approved Vendors can be found here. All amounts due to Approved Vendors for goods and services purchased are payable as agreed in writing with such Approved Vendor. Payment terms, including consequences of delinquency, shall be as agreed upon with the applicable Approved Vendor. 

B. MEMBERSHIP

  1. About PSIVet. PSIvet is a veterinary Group Purchasing Organization which leverages the purchasing power of a group of veterinary practices to obtain member benefits and discounts from vendors and suppliers based on the collective buying power of our members (collectively, “PSIvet Members”). Therefore, the support of PSIvet Members in purchasing from vendors and suppliers is paramount to the success of the organization. PSIvet Members enjoy access to PSIvet’s network of partnerships and programs with exclusive member savings, discounts and rebates, as well as access to PSIvet practice consultant guidance and exclusive low- cost or no-cost educational opportunities.

     

  2. Activation. Activation of Practice’s membership will commence no less than seven (7) business days from the date Practice accepts this Agreement (the “Activation Date”).  PSIvet will promptly notify Approved Vendors of Practice’s Activation Date, and access to Approved Vendor’s pricing and discounts, as applicable, shall be available through the PSI member portal (the “Member Portal”). Practice acknowledges that each Approved Vendor extends pricing and discounts, as applicable, in their sole discretion, and that PSIvet cannot specify an exact date for when pricing and discounts will be made available to Practice.

     

  3. Agent. Upon the Activation Date, Practice shall use best efforts to purchase the majority of its services and/or products from Approved Vendors so as to maximize the use of Approved Vendors to the greatest extent practicable, consistent with Practice’s operational needs. During the term of this Agreement, Practice shall  designate PSIvet as its GPO for all Approved Vendors, and  all purchases Practice makes from an Approved Vendor shall be through PSIvet only. For clarity, Practice may not purchase from Approved Vendors through another GPO or similar organization. By clicking “I accept”, Practice is   affirming its commitment to align its purchases with PSIvet, irrespective of its membership status with other organizations, for the entirety of the Term.

     

  4. Application. Practice represents and warrants that all information submitted via the New Member Application form is true and correct and is incorporated herein by reference.

     

  5. Purchasing. Practice acknowledges that all purchases made from Approved Vendors will be made directly from Approved Vendors or their respective agents and shipped by Approved Vendors to Practice.  Practice further acknowledges that PSIvet does not manufacture, distribute, sell, or provide any products or services, and solely acts as a facilitator, fostering partnerships between veterinary health providers and suppliers.

  6. PSIvet’s Responsibilities. PSIvet will use commercially reasonable efforts to obtain the lowest prices on goods and services from Approved Vendors.  

  7. Fees. Practice will pay to PSIvet a membership fee set forth here (the “Membership Fee”).  PSIvet, in its sole discretion, may modify Membership Fees due  upon 60 days’ notice to Practice via email or by updating the associated link. For clarity, there will be no reduction in Practice’s Membership Fee as a result of  Practice  purchasing any items from unapproved vendors or outside of PSIvet.  If Practice is in arrears on any of its payment obligations under this Agreement, PSIvet shall have the right (but not the obligation), to set off and apply any rebate amounts accrued by Practice against any such arrears. 

  8. Rebates. Vendor Rebates may be earned by PSIvet Members based on compliance with the program and/or offering terms provided by the Approved Vendor. Rebates will be paid based solely on information provided by the Approved Vendor, and only after the Approved Vendor has made actual payment of the rebate amount to PSIvet. PSIvet shall make rebate payments via its third-party rebate management system (the “Rebate System”). Practice must enroll and maintain an active participation in the Rebate System as a condition of program participation and rebate eligibility and failure to enroll and maintain participation in the Rebate System may render Practice ineligible for rebates and other incentives. Within sixty days of the Activation Date, PSIvet will inform the Rebate System of Practice’s enrollment as a Member, and the Rebate System shall send to Practice an activation link to sign-up. Practice acknowledges that the Rebate System has its own terms and conditions related to its use and that PSIvet is not responsible for, nor liable for, such Rebate System. Practice further acknowledges that it is solely responsible for managing its account, including managing payment type, payee information, and any and all fees that may be assessed by the Rebate System, including but not limited to, fees due to inactivity or for transferring funds.  PSIvet does not access nor manage Practice’s Rebate System Account. PSIvet reserves the right to offset any unpaid, outstanding amounts Practice owes PSIvet from any rebate amounts. Notwithstanding anything to the contrary set forth in this Agreement, Practice acknowledges that all terms and conditions related to the accrual and distribution of rebates will be as set forth in the contract between the applicable Approved Vendor and PSIvet and no deviations in the accrual or distribution of such rebate will be permitted.  
      
  9. Term and Termination; Survival. This Agreement will commence on the Activation Date and shall continue in full force until terminated (the “Term”). This Agreement may be terminated by either party upon thirty (30) days prior written notice to the other party. PSIvet offers a 90 day satisfaction guarantee such that if Practice is not satisfied with its membership, Practice can cancel its membership by emailing [email protected] within such 90 day period. The following provisions shall survive expiration or termination of this Agreement: Confidentiality, Data Use, Disclaimer of Warranties on Vendor Products and Services, Indemnification, Limitation of Liability, and any payment obligations accrued prior to termination.

  10. CONSENT TO RECEIVE COMMUNICATIONS. Practice acknowledges that by completing the Application, Practice is providing express written consent for PSIvet and Approved Vendors to contact the Practice via telephone call (including prerecorded calls and calls made using an automatic telephone dialing system), voicemail, text (SMS) message, email, or facsimile, at any telephone number, fax number, or email address the Practice provides to PSIvet, including the contact information provided in the Application. This consent covers communications for any purpose, including marketing messages promoting the goods or services of PSIvet, its Approved Vendors, or any entity on whose behalf PSIvet may send such communications. Practice’s consent is not a condition of membership in PSIvet or of purchasing any products or services through PSIvet or any Approved Vendors. Practice may revoke this consent at any time by notifying PSIvet at [email protected].

     

  11. Confidentiality.

    (a) “Confidential Information” means all information (whether oral, written, or otherwise) disclosed by or on behalf of a party (“Discloser”) to the other party (“Recipient”) in connection with this Agreement, including financial data, business plans, trade secrets, methods of operation, and proprietary information concerning the Discloser or its affiliates, together with any analyses, compilations, or materials prepared by Recipient that contain or reflect such information. Confidential Information does not include information that: (i) was already known to Recipient without obligation of confidentiality; (ii) becomes publicly available through no fault of Recipient; (iii) is received from a third party not bound by confidentiality obligations to Discloser; or (iv) is independently developed by Recipient without use of or reference to the Confidential Information. Information disclosed prior to the effective date of this Agreement in connection with the transactions contemplated herein is Confidential Information. 

    (b) Recipient shall use Confidential Information solely for the purposes contemplated by this Agreement and shall not use it in any way detrimental to Discloser. Recipient may disclose Confidential Information only to its directors, officers, employees, contractors, and advisors (collectively, “Representatives”) who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Recipient shall be responsible for any breach by its Representatives. Confidential Information may not be copied or reproduced except as reasonably necessary for the purposes permitted hereunder. 

    (c) If Recipient or its Representatives are required by law, regulation, or legal process to disclose Confidential Information, Recipient shall (to the extent legally permitted) provide prompt written notice to Discloser so that Discloser may seek a protective order or other remedy. If no such order is obtained, Recipient shall disclose only the portion legally required and shall use reasonable efforts to obtain confidential treatment of the disclosed information. 

    (d) Return or Destruction. Upon Discloser’s written request, Recipient shall promptly return or destroy all Confidential Information (including copies and derivative materials) and certify such destruction in writing, except that Recipient may retain copies required by law or maintained on routine backup systems, provided such retained copies remain subject to this Section. Oral Confidential Information shall continue to be subject to the obligations of this Section. 

    (e) Recipient acknowledges that a breach of this Section may cause irreparable harm for which monetary damages would be an insufficient remedy. Discloser shall be entitled to seek equitable relief, including injunction and specific performance, without the requirement of posting a bond, in addition to all other remedies available at law or in equity. 

    (f) No disclosure of Confidential Information grants Recipient any intellectual property or other proprietary rights therein, or any obligation on either Party to enter into any further agreement or transaction. 

    (g) Nothing in this Section prohibits or restricts any individual from disclosing a trade secret (i) in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or proceeding. 

    (h) The obligations under this Section shall survive for 5 years following the expiration or termination of this Agreement. 

     

  12. Intellectual Property. Notwithstanding anything to the contraryset forth in this Agreement or otherwise, Practice retains all right, title, and ownership in and to its intellectual property, including all trademarks and service marks.   Practice hereby grants to PSIvet a royalty free, limited license to use Practice’s trademarks and service marks for purposes of listing Practice on its website, as well as for use in any marketing and advertising initiatives, in communications with Approved Vendors, or as otherwise might be necessary for PSIvet to fulfill its obligations hereunder or any other legitimate business need.  The foregoing license shall terminate upon expiration or termination of this Agreement, and PSIvet shall cease all use of Practice’s marks within thirty (30) days thereafter.

  13. Data Use. During the Term of this Agreement, Practice acknowledges that PSIvet may receive data about Practice, including, but not limited to, purchasing history, customer data, and aggregated statistics. Practice grants PSIvet a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, distribute, sub-license, and display any such data received from Practice for any legitimate business purpose, whether such data is aggregated and/or anonymized or otherwise. For clarity, any aggregated and/or anonymized data shall be solely owned by PSIvet.  

  14. Applicable Policies. PSIvet’s use of veterinary practice personal data is subject to the PSIvet Privacy Policy.  Notwithstanding anything to the contrary set forth herein or in the Privacy Policy, Practice acknowledges that PSIvet will share information provided by Practice with Approved Vendors as necessary for their enjoyment of membership benefits or as otherwise required hereunder.

     

  15. Representations and Warranties of PSIvet. PSIvet represents and warrants to Practice that: (a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is formed; (b) it has full power and authority to enter into and perform its obligations under this Agreement; (c) the execution, delivery, and performance of this Agreement do not conflict with any agreement to which PSIvet is a party or by which it is bound; (d) it will perform its obligations under this Agreement in compliance with all applicable federal, state, and local laws, rules, and regulations; and (e) it has and will maintain all licenses and permits necessary to operate as a group purchasing organization and to perform its obligations hereunder.

     

  16. Representations and Warranties of Practice. Practice represents and warrants to PSIvet that: (a) it is a veterinary practice duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is formed; (b) it has full power and authority to enter into and perform its obligations under this Agreement; (c) the acceptance, delivery, and performance of this Agreement do not conflict with any agreement to which Practice is a party or by which it is bound; (d) the information provided in the Application is true, correct, and complete in all material respects; (e) it holds all licenses and permits required to operate as a veterinary practice in each jurisdiction in which it operates; and (f) it will comply with all applicable federal, state, and local laws, rules, and regulations in connection with its performance under this Agreement.

     

  17. Disclaimer of Warranties on Vendor Products and Services.PSIVET DOES NOT MANUFACTURE, PRODUCE, OR SUPPLY ANY PRODUCTS OR SERVICES PROVIDED BY APPROVED VENDORS. PSIVET ACTS SOLELY AS A GROUP PURCHASING ORGANIZATION TO NEGOTIATE PRICING AND OTHER BENEFITS ON BEHALF OF ITS MEMBERS. PSIVET MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED BY APPROVED VENDORS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, SAFETY, EFFICACY, OR REGULATORY COMPLIANCE. ALL CLAIMS RELATED TO THE QUALITY, CONDITION, DELIVERY, OR PERFORMANCE OF PRODUCTS OR SERVICES PURCHASED FROM APPROVED VENDORS SHALL BE DIRECTED SOLELY TO THE APPLICABLE APPROVED VENDOR. PRACTICE ACKNOWLEDGES THAT ITS PURCHASE AND USE OF ANY PRODUCTS OR SERVICES FROM APPROVED VENDORS IS AT PRACTICE’S SOLE RISK AND DISCRETION.

     

  18. Indemnification by Practice. Practice shall indemnify, defend, and hold harmless PSIvet, itsaffiliates,  and its  and their officers, directors, managers, members, employees, and agents (collectively, the “PSIvet Indemnitees”) from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to: (a) any breach by Practice of any representation, warranty, or obligation under this Agreement; (b) Practice’s failure to pay any amounts due to an Approved Vendor; (c) any negligent or willful act or omission of Practice in connection with this Agreement; or (d) Practice’s violation of applicable law.

     

  19. Indemnification by PSIvet. PSIvet shall indemnify, defend, and hold harmless Practice and its owners, officers, and employees (collectively, the “Practice Indemnitees”) from and against any and all Losses arising out of or relating to: (a) any negligent or willful act or omission of PSIvet in connection with this Agreement; or (b) PSIvet’s violation of applicable law.

     

  20. Indemnification Procedures. The party seeking indemnification (the “Indemnified Party”) shall: (i) promptly notify the indemnifying party (the “Indemnifying Party”) in writing of any claim for which indemnification is sought (provided that failure to give timely notice shall not relieve the Indemnifying Party except to the extent it is actually prejudiced); (ii) grant the Indemnifying Party sole control of the defense and settlement of such claim; and (iii) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in connection with such defense. The Indemnifying Party shall not settle any claim in a manner that imposes liability or obligations on the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld.

     

  21. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW AND OTHER THAN AS IT APPLIES TO THE EXCLUDED CLAIMS (AS HEREINAFTER DEFINED), NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF DATA, REVENUE, OR PROFITS), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THIS AGREEMENT REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. ADDITIONALLY, NEITHER PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY WILL EXCEED THE ACTUAL FEES PAID BY PRACTICE TO PSIVET IN THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY TO LIABILITY ARISING FROM A PARTY’S (I) DUTY TO INDEMNIFY THE OTHER UNDER THIS AGREEMENT, (II) BREACH OF CONFIDENTIALITY, (III) WILLFUL MISCONDUCT OR FRAUD; OR (IV) VIOLATION OF LAW (COLLECTIVELY, THE “EXCLUDED CLAIMS”). TO THE FULLEST EXTENT PERMITTED BY LAW, PSIVET’S AGGREGATE LIABILITY AS IT RELATES TO ITS INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY SHALL BE TWO TIMES (2X) THE AMOUNT PAID BY PRACTICE TO PSIVET DURING THE TWELVE MONTHS PRIOR TO THE DATE THE CLAIM AROSE.

     

  22. Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure results from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, government actions, supply chain disruptions, war, terrorism, labor disputes, or interruptions in telecommunications or internetservices. The affected Party shall provide prompt written notice to the other Party and use commercially reasonable efforts to mitigate the impact of the event.

     

  23. Miscellaneous. (a) All notices and consents under this Agreement must be in writing (including by email) and will be deemed effective when delivered. All notices and consents shall be, in the case of PSIvet be sent to [email protected], and in the case of Practice, to the information provided in the Application (as may be updated by Practice in writing from time to time). (b) This Agreement is governed by the laws of the State of Delaware, excluding its conflict of law rules. The jurisdiction and venue for all disputes hereunder will be the state and federal courts located in the State of Delaware, AND THE PARTIES HEREBY CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. (c)  Neither party may assign or transfer any part of this Agreement without the written consent of the other party; provided, however, that (i) PSIvet may assign this Agreement to a person or entity that acquires, by sale, merger or otherwise, all or substantially all its stock, business or assets or to its Affiliate(s). Any other attempt to transfer or assignment is void. (d) Failure to enforce any provision of this Agreement will not constitute a waiver. If any provision of the Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose. (e) The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture. (f) Neither Party has entered this Agreement in reliance on any promise, representation, or warranty not contained herein.  (g)This Agreement will be interpreted according to its plain meaning without presuming that it should favor either party. (h) All URLs hereby incorporated by reference are understood to also refer to successors, localizations, and information or resources linked from within websites at those URLs. (hi) This Agreement, together with the Application and any documents expressly incorporated herein by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to such subject matter. In the event of any conflict between this Agreement and the Application, this Agreement shall control.  

 

Contact Us

If you have questions or comments about this Terms of Service document, please contact us at: [email protected].

Policy Last Updated: June 2026