Sprout Wellness Product White Label
Terms & Conditions
These Sprout Wellness Product White Label Terms & Conditions (the “Terms”) are incorporated into and made part of the Sprout Wellness Product White Label Agreement (the “Agreement”) between Sprout Wellness Services LLC (“Sprout”) and the veterinary clinic (“Company”). The Terms govern the participation in the Agreement. In the event of a conflict between the Agreement and these Terms, the Agreement shall control.
Definitions. Capitalized terms not defined herein have the meaning given in the Agreement.
1.1 “Membership Fees” means the monthly or annual fees for a White Label Wellness Product paid by enrolled customers.
1.2 “Wellness Product(s)” means the pet wellness club membership program(s) administered by Sprout.
1.3 “White Label Wellness Product” or “Product” means a Wellness Product marketed by Company under Company’s brand.
1.4 “Product Customers” means purchasers of the Product.
1.5 “Membership Agreement” means the end-customer membership agreement for the Product.
White Label Wellness Product. Each Product is governed by Addendum B (Statement of Work), which is incorporated herein. In the event of a conflict, Addendum B controls.
Company Obligations.
3.1 Costs and Expenses. Except as otherwise approved by Sprout, Company shall conduct its business and perform its services at its sole cost and expense and shall pay all expenses incurred by its efforts hereunder. Further, Company shall be solely responsible for (a) costs associated with collection fees for delinquent payment of Membership Fees by White Label Wellness Product Customers, and (b) costs of services provided by Company to White Label Wellness Product Customers not covered under their Membership Agreement.
3.2 Sales Activities and Telemarketing Compliance. If Company engages in sales and marketing activities under this Agreement, Company will conduct all such sales and marketing activities in compliance with applicable laws (including CAN-SPAM, TCPA, and TSR, as applicable), and will: (i) maintain required consumer consents and opt-out practices; (ii) provide reasonable evidence of compliance upon request; and (iii) permit reasonable audit by Sprout of policies and practices. Company represents that any customer data it provides or makes available to Sprout has been collected and shared in compliance with applicable law, and that Sprout may rely on such compliance. If Company materially violates this Section and fails to cure within the applicable cure period under the Agreement, then Sprout may terminate the Agreement in accordance with Section 8 of the Agreement.
3.3 Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, neither Company nor its staff shall: (a) directly or indirectly make any representations or warranties on behalf of Sprout or with respect to the White Label Wellness Product, except such as are expressly authorized by Sprout or are set forth in Sprout's literature or other promotional materials; (b) engage in any anti-competitive, misleading, or deceptive practices with respect to the White Label Wellness Product, Sprout, with any third party, including product disparagement and any trade libel of Sprout or any third party; or (c) bind Sprout by any promise or agreement, or incur any debt, expense, or liability whatever in its name or account, or waive any provision of the White Label Wellness Product.
3.4 Insurance. Company will maintain Errors & Omissions insurance with an A- (AM Best) or better carrier with limits acceptable to Sprout, as determined in its sole discretion. Company will notify Sprout within 10 business days after any cancellation or material reduction of such coverage.
Sprout Obligations.
4.1 White Label Wellness Product Forms.
Sprout shall provide Company at no additional charge with certain documentation and other promotional materials as determined by Sprout for the promotion and sale of the White Label Wellness Product. Sprout shall retain all rights, title, and interest in and to all documentation, brochures and other promotional materials.
Sprout shall provide White Label Wellness Product materials (“White Label Forms”) to Company for Company use. White Label Forms shall include but are not necessarily limited to a White Label Wellness Product Customer Membership Agreement and a privacy policy associated with the White Label Wellness Product.
Any and all marketing materials, advertisements, scripts, or messaging created by Company relating to the White Label Wellness Product must be approved by Sprout prior to being used by Company.
4.2 Administrative Services.
White Label Wellness Product Customization. Sprout shall provide Company with pre-configured Wellness Product templates or develop customized plans in consultation with Company to offer to Company customers.
Collection of Membership Fees. Sprout will be solely responsible for the collection of Membership Fees directly from White Label Wellness Product Customers as set forth in the White Label SOW. Sprout will remit Membership Fees to Company as described in Section 5 of these Terms.
Processing of Cancellations and Refunds. Sprout will be solely responsible for processing refunds upon termination of White Label Wellness Product membership by a White Label Wellness Product Customer, as applicable.
Collection of Delinquent Funds. Sprout shall contract with a collections agency and make reasonable attempts to collect unpaid funds associated with delinquent White Label Wellness Product Customer accounts. Company shall be responsible for (i) the collection fee and (ii) any uncollected funds associated with Company services provided to delinquent White Label Wellness Product Customers.
Member Portal. Sprout will provide a co-branded online enrollment portal that allows Company customers to enroll in the White Label Wellness Product via a public-facing landing page on Company’s website or via an invite link from Company. Sprout will also provide enrolled White Label Wellness Product Customers to a member portal (the “Member Center”) to track and manage their White Label Wellness Product membership.
Company Portal. Sprout will provide Company with an online portal that Company can utilize to designate customized wellness plans for its customers and monitor and track White Label Wellness Product Customer utilization.
4.3 Support Services. Sprout shall provide Company with any information and support about the White Label Wellness Product as may reasonably be requested by Company to carry out its responsibilities hereunder. This shall include training on (a) the White Label Wellness Product, (b) use of any web-based interface or portal provided to assist Company in managing the White Label Wellness Product, and (c) White Label Wellness Product pricing guidance. Further, Sprout shall provide customer service support for enrolled White Label Wellness Product Customers as described in the White Label SOW.
4.4 Program Terms and Conditions. The terms and conditions of the White Label Wellness Product membership for the end consumers shall be in accordance with the Membership Agreement, as may be updated from time to time and issued to Customers.
4.5 Reporting. During the term of this Agreement, Company will provide Sprout with information regarding the marketing of the White Label Wellness Product by Company as reasonably requested by Sprout, including but not limited to usage and utilization of the White Label Wellness Product services. Any reporting provided under this Section 4.5 will be provided in a format and timing as mutually agreed to by the Parties in writing.
Compensation.
5.1 Membership Fees. Sprout shall remit to Company Membership Fees paid and collected on a monthly basis within thirty (30) days after the close of each month as more fully described in this Section 9.
5.2 Compensation Rate. Sprout’s compensation (“Compensation”) equals 10% of paid and collected Membership Fees for Product sales, net of refunds, excluding installment or transaction fees.
5.3 Payment Terms. Sprout will calculate the Compensation due under this Section 9 each month and may deduct and retain it from the Membership Fees otherwise payable to Company. Sprout will remit the net amount to Company within thirty (30) days after month-end and, upon request, provide a reasonable statement supporting the calculation. No Compensation will be paid in violation of applicable law.
5.4 Payment of Compensation on Termination. Upon the termination of this Agreement, Sprout shall continue to remit to Company Membership Fees as set forth in Section 5.1 and earn Compensation as set forth in Section 5.3 for White Label Wellness Products purchased by customers prior to the termination date through the then current Initial Membership Term or Renewal Term, as applicable. No additional amounts shall be owed or collected other than as set forth in this Section 5. “Initial Membership Term” and “Renewal Term” shall all be as defined in the Membership Agreement.
Intellectual Property.
6.1 Ownership. Company acknowledges and agrees that Company shall not acquire any ownership interest in any patents, trademarks, copyrights, domain names, works of authorship, trade secrets, or any other intellectual property (collectively, "Intellectual Property") owned by or licensed to Sprout under this Agreement. Company shall use Sprout's Intellectual Property solely for the purposes of performing its obligations under this Agreement.
6.2 Sprout's Trademark License Grant. Sprout hereby grants to Company a non-exclusive, non-transferable, and non-sublicensable license to use Sprout's trademarks during the term of this Agreement solely in connection with the marketing, promotion, advertising, and sale of the White Label Wellness Product.
Confidentiality. Each Party may receive the other Party’s non-public proprietary or confidential information (“Confidential Information”). The receiving Party will use Confidential Information only to perform under this Agreement, protect it using reasonable care, and not disclose it except with the disclosing Party’s written consent. Confidential Information excludes information that (a) becomes public through no fault of the receiving Party, (b) is received from a third party without restriction, (c) was already lawfully in the receiving Party’s possession, or (d) is independently developed without use of the Confidential Information. Upon request, the receiving Party will return or destroy Confidential Information to the extent permitted by law.
Indemnification. Each Party will indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, affiliates, successors, and permitted assigns from third-party claims and related losses (including reasonable attorneys’ fees) arising out of the indemnifying Party’s negligence, willful misconduct, or breach of this Agreement. No settlement that imposes obligations on the indemnified Party may be made without its prior written consent. Neither Party will be liable to the other for incidental, special, or consequential damages, including lost profits.
Compliance with Laws. The Parties shall at all times comply with all applicable federal, state, and local laws and regulations in performing their respective responsibilities hereunder.
Miscellaneous.
10.1 Entire Agreement. This Agreement constitutes the sole and entire agreement between 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.
10.2 Survival. Section 6 (Intellectual Property), Section 7 (Confidentiality), Section 8 (Indemnification), Section 10.1 (Entire Agreement), this Section 10.2 (Survival), Section 10.3 (Notices), Section 10.4 (Severability), Section 10.6 (Waiver), Section 10.7 (Assignment), Section 10.8 (Governing Law) of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination.
10.3 Notices. All notices under this Agreement shall be made in writing and shall be deemed duly given if delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service. All notices shall be addressed to the Parties at their respective addresses first set forth above (or to such other address that the receiving Party may designate from time to time in accordance with this section). Notices shall be effective on receipt.
10.4 Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, 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.
10.5 Amendment. Sprout may update these Terms from time to time upon notice to Company. Continued participation in the Program constitutes acceptance of such updates.
10.6 Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
10.7 Assignment. Neither Party shall assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party.
10.8 Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of Delaware, without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction.
Addendum A
Data Protection Agreement
This Addendum A (“Addendum”) forms part of the Sprout Wellness Product White Label Agreement (the “Agreement”) between Sprout Wellness Services LLC (“Sprout”) and Company (“Partner”).
Definitions.
Capitalized terms used in this Addendum have the meanings in Exhibit 1.
Standard of Care.
Partner will protect Nonpublic Information in its possession or control using reasonable administrative, technical, and physical safeguards appropriate to the nature of the information and the services, and will comply with Applicable Law.
Covenants.
Partner agrees that it will:
use reasonable safeguards to protect Nonpublic Information from unauthorized access, use, or disclosure;
access, use, and disclose Nonpublic Information only as needed to perform under the Agreement and in compliance with Applicable Law;
not sell or use Nonpublic Information for Partner’s own purposes unrelated to performing under the Agreement;
limit access to Authorized Employees and service providers who need to know, and ensure they are bound by confidentiality obligations at least as protective as this Addendum; Partner remains responsible for their acts and omissions.
Representations and Warranties of Partner.
Partner represents and warrants that:
its handling of Nonpublic Information will comply with Applicable Law and this Addendum; and
it maintains a written information security program with reasonable safeguards designed to protect Nonpublic Information.
it uses reasonable personnel security procedures and provides appropriate security awareness training.
Security Assurance.
Upon reasonable request, Partner will provide information reasonably necessary to confirm its compliance with this Addendum (for example, completing a security questionnaire or providing a summary of relevant third-party security assessments or certifications if available).
Access Controls.
Partner will implement reasonable access controls, including multi-factor authentication for remote access and administrative access to systems that store or process Nonpublic Information, where technically feasible.
Encryption.
Partner will use industry-standard encryption (or other reasonable protections) for Nonpublic Information in transit over public networks and, where appropriate, at rest.
Cybersecurity Event; Notice.
Partner shall:
notify Company of any actual or reasonably suspected Cybersecurity Event involving Nonpublic Information in Partner’s possession or control as soon as practicable, and in any event within 48 hours after discovery;
designate a point of contact for incident communications;
cooperate reasonably with Company’s investigation and remediation efforts, including providing relevant information reasonably requested to assess scope and impact and to support any required notices;
take prompt steps to contain, investigate, and remediate the Cybersecurity Event and comply with Applicable Law.
Return or Destruction of Nonpublic Information.
Upon Company’s written request, Partner will return or securely destroy Nonpublic Information in its possession or control (including copies held by its Authorized Employees and service providers), except to the extent retention is required by law.
EXHIBIT 1
“Applicable Law” means all applicable international or foreign, federal, and state privacy and data protection laws, as well as all other applicable regulations and directives including all common law privacy principles and industry guidelines and standards.
“Authorized Employee” means your employees or contractors who have a need to know or otherwise have access to Nonpublic Information.
“Cybersecurity Event” means any act or attempt, successful or unsuccessful, to gain unauthorized access to, disrupt or misuse an Information System or information thereon.
“Information System” means electronic information resources utilized for processing, sharing, and other uses and transfer of electronic information.
“Multi-factor Authentication” means authentication through at least two authentication factors. These could include: knowledge factors, such as a password; or possession factors, such as a token or text message on a mobile phone; or inherence factors, such as a biometric characteristic.
“Nonpublic Information” means information that is not Publicly Available Information and that:
a consumer provides to Company to obtain a product or service from Company;
results from a transaction between the consumer and Company involving a product or service; or
Company otherwise obtains about a consumer or individual in connection with providing a product or service or employment; or
is business related information of Company for which the unauthorized disclosure, access, or use would cause a material adverse impact to the Company.
“Publicly Available Information” means any information that Company has a reasonable basis to believe is lawfully made available to the general public from: federal, state or local government records; widely distributed media, or disclosures to the general public that are required to be made by federal, state or local law.
Addendum B
White Label Wellness Product Scope of Work
This White Label Wellness Product Scope of Work (“White Label SOW”) is entered into as of the Effective Date of the Agreement by and between Sprout Wellness Services LLC (“Sprout”) and Company in accordance with the Sprout Wellness Product White Label Agreement (“the Agreement”). Unless otherwise indicated in this White Label SOW, the definitions, terms and conditions of the Agreement shall apply hereto.
I. Term.
This White Label SOW shall commence on the Effective Date and continue for the Initial Term of the Agreement and for any successive renewal terms. This White Label SOW shall only be terminated in accordance with Section 8 of the Agreement.
Notwithstanding the foregoing, the termination of the White Label SOW only will not terminate the Agreement.
II. Scope.
This White Label SOW shall apply to any individual White Label Wellness Product distributed by Company.
The pricing, wellness services, installment fees, or any such related item delineated in the White Label Wellness Product Customer Membership Agreement shall apply.
III. Company Duties.
Membership Agreement Forms and Distribution. Company may label plans or benefits to suit its brand marketplace, subject to Sprout approval, which shall not be unreasonably withheld or delayed. Company shall only use those forms associated with the White Label Wellness Product approved by Sprout, which forms may be amended from time to time as mutually agreed to by the Parties.
Solicitation and Other Marketing Materials. Company shall, at its sole expense, create, produce and maintain its sales and marketing materials and related collateral to suit its brand in accordance with Sections 4 and 5 of the Agreement.
Website. Company, at its sole expense, shall build and maintain its own branded customer-facing website(s) for marketing, quoting, enrolling and selling the White Label Product to customers.
Data Sharing. Company shall provide Sprout with utilization data in an agreed-upon format related to usage of services under the White Label Wellness Product.
IV. Sprout Duties.
White Label Wellness Product Development.
Sprout shall engage with Company to design and install a White Label Wellness Product(s) for Company’s distribution and marketing under the Company’s Brand.
The White Label Wellness Product(s) subject to this Agreement and White Label SOW is attached and incorporated herein in Addendum C.
Sale, Enrollment, and Service Portal. The Parties acknowledge that Sprout is solely responsible for delivering the following technology features:
Sales. Sprout will provide a website link for use on the Company’s website or invitation link to enable Sales.
Enrollment. The website link will direct Company customers to Sprout to enroll in the White Label Wellness Product. Sprout will coordinate with Company on its display of enrollment inputs and other related data points, payment method and detail capture. The Parties will agree upon any data formats required during implementation.
Service Portal. Sprout will have ownership of and otherwise maintain the customer-facing portal (the “Member Center”) for distribution and product experience of the White Label Wellness Product. Sprout will provide administrative services to White Label Wellness Product Customers, including but not limited to the following service functions: access to applicable Customer Membership Agreement; service usage and other plan utilization details; billing information (such as EFT through ACH); ability to add authorized users, update personal information such as contact details (e.g., name, phone number, and email), and access vet triage line or web link, if applicable. The Parties will work in coordination on other aspects of the portal as necessary for the effective and efficient servicing of White Label Wellness Product Customers.
Administration. The Parties acknowledge that Sprout will be the sole full-service administrator for the business produced by Company’s offering of the White Label Wellness Product and act in accordance with the Agreement. Sprout will have sole responsibility for providing the following services:
Customer Membership Plan Issuance and Subscription Benefit Fulfillment. Sprout shall issue White Label Wellness Product Customer Membership Plan materials to White Label Wellness Product Customers.
Customer service (pre- and post-sale). Sprout shall respond to customer inquiries by phone and/or email.
Billing and collection. Sprout shall collect Membership Fees on a monthly basis when payment is made by White Label Product Customers. Such fees shall be remitted to Company within thirty (30) days after the close of each month consistent with Section 9 of the Agreement. Sprout shall maintain detail to support Compensation payments.
White Label Wellness Product Maintenance. Sprout shall incorporate updates to the White Label Wellness Product at the time such White Label Wellness Products are renewed. Updates shall be at the request of either Party and subject to the other Party’s approval.
Reporting. Company business-level reporting, in a format, time and frequency agreed upon by the Parties upon setup of the White Label Wellness Product in the administrative systems. Sprout shall give Company access to, and extracts of, all Company customer-related data, including data related to servicing and processing.
V. Branding. Notwithstanding any of the foregoing, the White Label Wellness Product will utilize Company branding but Sprout will be incorporated and named as administrator. The Member Center and other customer-facing portals will be co-branded with Company and Sprout information.
VI. Exclusivity. During the Term of the Agreement, Company agrees that Sprout will be its sole provider and exclusive administrator of pet wellness products created or distributed by Company.
Nothing in this Agreement restricts Sprout from marketing, offering, or administering similar or competing wellness products for other veterinary clinics or through other channels. Compensation. Sprout shall pay to Company the Compensation set forth in the Agreement subject to all applicable terms and conditions of the Agreement and consistent with applicable law.