Care Memberships Terms and Conditions

Otto Care Membership Terms & Conditions

Clover Basin Animal Hospital

Last Updated: February 8, 2023

These Terms of Service (as modified, the “Terms”) govern the use by you (“Member” or “you”) of the membership-based pet health and wellness membership plan that you selected when you enrolled (as modified, the “Membership Plan”) and the related veterinarian services and other benefits under the Membership Plan (the “Membership Plan Services“) for the dogs and cats that you identified at the time of enrollment (or add later) (collectively, the “Pets”). The website for https://pet.otto.vet/plans (the “Site”), the Membership Plan and the Membership Plan Services are provided and being made available to you and the other members, by Clover Basin Animal Hospital (“Provider”, “we”, “our” or “us”). All defined terms used herein shall have the meanings prescribed to these terms in these Terms of Service. These Terms are a legally binding contract between you and Provider regarding your access and use of the Membership Plan and the Membership Plan Services.

If there are any conflicts between these Terms and the Terms of Use and Privacy Policy of the platform provider for the Membership Plan Services (TeleVet, Inc.), the Terms of Use and Privacy Policy of the platform provider shall govern.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT”, OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE MEMBERSHIP PLAN OR ANY OF THE MEMBERSHIP PLAN SERVICES OR OTHERWISE SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND WARRANT THAT (A) YOU ARE AUTHORIZED TO ENTER THESE TERMS OF SERVICE, AND ARE DOING SO AND (B) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU SHALL BE BOUND BY THESE TERMS OF SERVICE AND PROVIDER’S PRIVACY POLICY (AS MODIFIED, THE “PRIVACY POLICY”) AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR PRIVACY POLICY, YOU ARE NOT AUTHORIZED TO ENROLL IN THE MEMBERSHIP PLAN OR USE THE MEMBERSHIP PLAN SERVICES.

IF YOUR PET IS IN NEED OF IMMEDIATE MEDICAL ATTENTION OR IF YOUR PET IS HAVING A MEDICAL EMERGENCY, YOU SHOULD CONSULT WITH A VETERINARIAN PROFESSIONAL IMMEDIATELY.

ARBITRATION NOTICE. Except for certain kinds of disputes as described in Section 15, you agree that disputes arising under these Terms or in connection with the Membership Plan or the Membership Plan Services will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND PROVIDER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.

1. Membership Plan and Membership Plan Services.

(a)Membership Plans.

(i) The Membership Plan(s) that Provider offers are available at https://pet.otto.vet/plans.

(ii) If your Membership Plan includes the TeleTriage Services (as defined below), then the following terms apply to the TeleTriage Services in addition to the other terms and conditions in these Terms:

(A) The TeleTriage Services are not intended to diagnose problems, prescribe medications or provide a prognosis for your Pets but the matter may be escalated to the Provider to help expedite further action if necessary or upon request.

(B) The TeleTriage Services are not intended to address life threatening emergency situations. IF YOUR PET IS IN NEED OF IMMEDIATE MEDICAL ATTENTION OR IF YOUR PET IS HAVING A MEDICAL EMERGENCY, YOU SHOULD CONSULT WITH A VETERINARIAN PROFESSIONAL IMMEDIATELY.

(D) All of the veterinary technicians and other veterinary professionals that provide the TeleTriage Services will have at least 5 years of veterinary experience.

(E) Any advice provided through the TeleTriage Services is only to assist you in making medical decisions for your pet. The TeleTriage Services are not a substitute for an in-person evaluation of your pet by a veterinary doctor. Communications with veterinarian professionals through the TeleTriage Services are inherently limited and do not include safeguards and procedures typical of in-person evaluations and visits. No veterinarian-client-patient relationship shall be formed between you and the veterinarians providing the TeleTriage Services as a result of your using the TeleTriage Services.

(F) Provider may suspend or terminate the TeleTriage Services upon at least thirty (30) days’ prior written notice to you. Provider shall refund a prorata amount of the Membership Plan Fees associated with the TeleTriage Services that were prepaid for the period after the effective date the suspension or termination.

For purposes of these Terms, “TeleTriage Services” means the video or electronic consultation available 24/7 between you and an independent third-party veterinary technician or other veterinary professional to timely assess and manage your Pet’s current condition.

(iii) For any upgrades, downgrades, or cancellations, the full retail value of consumed plan services will be calculated and compared to the sum of payments made to determine terms of settlement.

(b)Care Plan Services.

(i) The Membership Plan covers all of the Membership Plan Services listed at https://pet.otto.vet/plans (the “Membership Plan Site”). The Membership Plan does not include any services not listed on the Membership Plan Site, even if recommended by Provider. The Membership Plan also does not include any services provided by anyone other than Provider (other than the TeleTriage Services). Fees for services not included will be determined between the parties in accordance with Provider’s fee schedule in effect at the time and must be paid at the time they are rendered.

(ii) Member agrees that visits for Membership Plan Services (other than the TeleTriage Services) will be made during normal business hours.

(iii) The Membership Plan only include benefits listed and specified in each individual plan.

(c) Enrollment for Pets. The Membership Plan Services are provided to the Pets only on a “per-pet” basis for the individual dog or cat identified at the time of enrollment. Members may enroll one or more additional Pets in a Membership Plan by paying the applicable Membership Plan Fees (as defined below) for each such additional Pet to be enrolled. The Membership Plan Services are only available for the Pet(s) enrolled in the Membership Plan and are not transferable. Using or attempting to use the Membership Plan Services, for a pet other than the Pet(s) enrolled in the Membership Plan is a breach of these Terms and may result in immediate termination of the Membership Plan and your right to access the Membership Plan Services for your Pets.

(d) Add-ons. There may be products and/or services that Members may add to their Membership Plans (collectively, the “Add-ons”). A list of potential Add-ons are available on the Site or upon request to Provider. The addition or removal of any Add-on during the applicable Term is subject to Provider’s approval. Adding any Add-on during the Term will change a Member’s monthly/annual payment amounts.

2. Term and Termination.

(a) Term. Enrollment in a Membership Plan becomes effective on the date of enrollment for the applicable Pet (the “Enrollment Date”) and lasts for an initial twelve (12) month term (the “Initial Term”). Upon expiration of the Initial Term, enrollment in the Membership Plan will automatically renew for additional successive twelve (12) month terms for each enrolled Pet (each a “Renewal Term” and together with the Initial Term, the “Term”) unless either party cancels the enrollment in the Membership Plan for the applicable Pet at least fourteen (14) business days prior to the end of the then current Term in accordance with Section 2(e). The fees and Membership Plan Services for any Renewal Term shall be Provider’s then current Membership Plan Fees and related Membership Plan Services at the time of renewal. Canceling enrollment will not entitle Member to a refund of any fees already paid. If multiple Pets are associated with a single Member account, the Initial Term and any Renewal Terms for a given Pet are calculated independently and will begin on the Enrollment Date for such Pet.

(b) Cancellation by Member.

(i) Member may cancel enrollment in the Membership Plan for Pet within thirty (30) days of the initial Enrollment Date without penalty, and receive a refund of any prepaid Membership Plan Fees, if no Membership Plan Services have been provided. If a Member cancels its Membership Plan prior to the end of the applicable Term and any Membership Plan Services have been provided during that Term, then Member shall be responsible for the full retail cost of any such Membership Plan Services. Provider reserves the right to offset the retail cost of the provided Membership Plan Services against any refund, and, if the retail cost of the Membership Plan Services provided exceeds the amount to be refunded, then Provider reserves the right to invoice Member for the difference between the Membership Plan Fees paid and the retail cost of the provided Membership Plan Services (collectively, the “Fee Difference”). Member shall pay any Fee Difference as required by Provider.

(ii) If a Member cancels the Membership Plan other than as expressly permitted under Section 2(b)(i) or (iii), Provider reserves the right to invoice the Member the full Membership Plan Fees due for the remaining Term of the Membership Plan. Member shall pay the full remaining Membership Plan Fees as required by Provider.

(iii) A Member may also cancel enrollment in the Membership Plan if the Pet dies or if the Member moves more than fifty (50) miles from a participating Provider location.

(c) Cancellation by Provider. Provider reserves the right to cancel or discontinue the Membership Plan and the Membership Plan Services for any reason (whether or not it offers a new Membership Plan) upon at least thirty (30) days’ prior notice. If Provider cancels or discontinues the Membership Plan and the Membership Plan Services, Provider shall provide you a refund of the Membership Plan Fees paid for the then current Term after deducting the value of the received Membership Plan Services. If the value of the Membership Plan Services received exceeds the amount to be refunded, to the extent permitted by law, Provider reserves the right to bill you for such excess.

(d) Termination due to Breach. Provider reserves the right to suspend or terminate a Member’s participation in the Membership Plan and access to the Membership Plan Services in the event that Provider has determined, in its sole discretion, that such Member has breached these Terms, or has otherwise abused any of the Membership Plan Services. In addition, Provider reserves the right to assess a re-activation fee to lift a suspension on a Member’s participation in the Membership Plan.

(e) Non-renewal or Cancellation. A party’s non-renewal or cancellation notices may be sent (a) via email to the other party’s email address, (b) through the Membership Plan application or (c) through the message function in the Membership Plan application. An email to Provider must be sent in accordance with Section 21.

(f) Survival. This Section 2(f) and Sections 3(d) and (e), 4, 6(b), 7, 8, 9, 10, 13, 14, 15 and 16 shall survive the expiration or termination of these Terms for any reason.

3. Membership Plan Fees and Payment.

(a) Membership Plan Fees. The current Membership Plan fees can be found at https://pet.otto.vet/plans (as modified, the “Membership Plan Fees”). Provider reserves the right to modify the Membership Plan Fees by providing at least thirty (30) days’ notice prior to the end of your then current Term.

(b) Taxes. The Membership Plan Fees are inclusive of all sales or use taxes and all other relevant taxes. You understand, however, that the tax rates are liable to change, and therefore, Provider reserves the right to increase the monthly payments, upon notice to Member, in order to reflect any increases in tax rates.

(i) Annual Membership Plan Fees. If the Membership Plan Fees are payable on an annual basis, then the Membership Plan Fees shall be paid in full on the Enrollment Date and thereafter, unless not renewed, on the anniversary of the Enrollment Date.

(ii) Monthly Membership Plan Fees. If the Membership Plan Fees are payable on a monthly basis, then the initial monthly Membership Plan Fee shall be paid on the Enrollment Date and thereafter, on the monthly anniversary of the Enrollment Date.

(iii) Membership Plan Fees for Additional Pets. If a Member enrolls any additional Pets at any time after enrolling his or her first Pet, then:

(A) the initial Membership Fee (whether annual or monthly), shall be paid on the Enrollment Date for the applicable additional Pet;

(B) thereafter, the applicable Membership Fees for each of the enrolled Pets shall be paid on the anniversary of the Enrollment Date for the first pet in accordance with Section 3(c)(i) or (ii).

(iv) Other Fees. Any other fees provided under these terms shall be paid no later than ten (10) days after receipt of the applicable invoice.

(v) Payment Methods. The Membership Plan Fees and other fees shall be paid in US dollars and made by credit card.

Member hereby authorizes Provider to automatically charge the credit card for any Membership Plan Fees and other fees that are due and payable under these Terms.

Provider may use a third-party payment processor for directed by Provider (e.g., Stripe, etc.) (any such third-party payment processor, the “Payment Processor”) to process credit card payments. Member agrees to be bound by the applicable agreement of Provider’s Payment Processor. As a condition of Provider’s enabling payment processing services through a Payment Processor, Member agrees to provide Provider accurate and complete information about it, its credit card and such other information required by the Payment Processor, and Member authorizes Provider to share it and any relevant transaction information related to Member’s use of the payment processing services provided by the Payment Processor.

(d) Late Payments. If Member fails to make any payment when due, then, in addition to all other remedies that may be available to Provider:

(i) Provider may suspend access to the Membership Plan Services until all past due payments have been paid in full;

(ii) Provider may charge interest on the past due amount at lower of the rate of 1.0% per month calculated daily and compounded monthly or the highest rate permitted under applicable law; and

(iii) Member shall reimburse Provider for all costs incurred by Provider in collecting any late payment of amounts due or related interest, including attorneys’ fees, court costs and collection agency fees.

(e) Refunds. THE MEMBERSHIP PLAN FEES AND ALL OTHER FEES ARE NON-REFUNDABLE, NON-CANCELLABLE AND NON-CREDITABLE UNLESS OTHERWISE SPECIFICALLY PROVIDED IN THESE TERMS, REQUIRED BY LAW OR AGREED TO BY PROVIDER IN ITS SOLE DISCRETION.

4. User Content.

(a) Definition of User Content. You may now or in the future be able to post or submit private content, including your Pet’s medical records, photos and other content (collectively, “User Content”) on or through the Membership Plan Services.

(b) Ownership of User Content. Provider does not claim any ownership rights in any User Content. You retain your rights to any User Content that you post or submit on or through the Provider Services.

(c) Responsibility for User Content. You are solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of your User Content and the consequences of posting your User Content, including the use of your User Content.

By uploading, sharing and publishing your User Content, you affirm, represent, and warrant that: (i) you are the creator and owner of or have the necessary licenses, rights, consents, and permissions to post your User Content; (ii) your User Content does not and will not: (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (B) slander, defame, libel, or violate or invade the right of privacy, publicity or other rights of any person or entity; and (iii) your User Content does not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of any of the Provider Services.

(d) Rights in User Content Granted by You. By posting or submitting your User Content to or through the Membership Plan Services, you hereby grant to Provider a worldwide, non-exclusive, transferable, fully paid-up, royalty-free, limited license to use such User Content (and any copyrights, publicity, database and other proprietary rights therein) in connection with the Membership Plan Services solely in accordance with these Terms. Notwithstanding the foregoing, Provider may use or disclose any User Content to the extent required by applicable law.

5. Restrictions. Members shall not directly or indirectly do, nor permit any party to do, any of the following: (a) copy, modify, create derivative works of, publish, sublicense, sell, market or distribute the Membership Plan Services or other information provided by Provider to Member via the Membership Plan Service; (b) access the Membership Plan Services in order to build a competitive product or service, or to copy any features, functions or graphics thereof; (c) sell, resell, rent or lease the Membership Plan Services, including, without limitation, use the Membership Plan Services on a service bureau or time sharing basis or otherwise for the benefit of a third party; (d) interfere with or disrupt the integrity or performance of the Membership Plan Services or any data contained therein; or (e) attempt to gain unauthorized access to the Membership Plan Services or their related data, systems or networks. Member shall use the Membership Plan Services only in accordance with these Terms, any directions provided by Provider and applicable laws and government regulations.

6. Representations and Warranties; Disclaimers.

(a) Provider represents and warrants that the Membership Plan Services will be provided (i) by licensed and qualified veterinarians and other qualified veterinarian technicians and personnel and (ii) in accordance with the normal standards of veterinary care.

(b) EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 6, THE MEMBERSHIP PLAN, THE MEMBERSHIP PLAN SERVICES AND ANY OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, PROVIDER PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE MEMBERSHIP PLAN OR THE MEMBERSHIP PLAN SERVICES WILL MEET MEMBER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT OR BE ERROR FREE.

7. Limitation of Liability.

(a) TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AND EXCEPT FOR PROVIDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PROVIDER NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REPUTATION OR ANY OTHER INTANGIBLE LOSS, ARISING FROM OR IN CONNECTION WITH THESE TERMS, THE MEMBERSHIP PLAN OR THE MEMBERSHIP PLAN SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF PROVIDER OR ANY OF ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

(b) TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PROVIDER FOR ANY DAMAGES ARISING UNDER THESE TERMS, THE MEMBERSHIP PLAN OR THE MEMBERSHIP PLAN SERVICES EXCEED THE GREATER OF (I) THE TOTAL AMOUNT OF MEMBERSHIP PLAN FEES PAID BY YOU TO PROVIDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (II) $500.

8. Indemnification. To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless Provider and its affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from your (a) violation of these Terms, (b) misuse of the Membership Plan and the Membership Plan Services, (c) your negligence or willful misconduct, or (d) violation of law.

9.Privacy.

Your privacy is important to Provider. Our goal is to make the Membership Plan and the Membership Plan Services as good, useful and rewarding for you as possible. In order to do that, Provider may collect and process information from or about the Members when they enroll in a Membership Plan or use the Membership Plan Services or any of the other services. Provider will collect certain personally identifiable information from you, or on your behalf. Unless otherwise provided in writing, Provider will only use your personally identifiable information (a) to provide the Membership Plan Services and (b) to improve the Membership Plan Services and our business generally.

10. Dispute Resolution and Arbitration.

(a) Generally. In the interest of resolving disputes between you and Provider in the most expedient and cost-effective manner, and except as described in Sections 10(b) and 10(c), you and Provider agree that every dispute arising in connection with these Terms, the Membership Plan or the Membership Plan Services will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Provider ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

(b)Exceptions. Despite the provisions of Section 10(a), nothing in these Terms will be deemed to restrict or otherwise limit the right of either party to: (a) bring an individual action in small claims court to the extent that the applicable requirements have been met; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; or (c) seek injunctive relief in a court of law in aid of arbitration.

(c) Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 10 within 30 days after your enrollment in a Membership Plan by sending a letter to Clover Basin Animal Hospital, 1425 South Airport Road, Longmont, Colorado, 80503 that specifies: your full legal name, the email address associated with your account on the Membership Plan, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Provider receives your Opt-Out Notice, this Section 10 (other than Section 10(b)) will be null and void, and in that case, the exclusive jurisdiction and venue described in Section 13 will govern any action arising out of or related to these Terms, the Membership Plan and the Membership Plan Services. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

(d) Arbitration. Any arbitration between you and Provider will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Provider. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. Any arbitration hearing will take place at a location to be agreed upon in Longmont, Colorado, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county of your billing address. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

(e) Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Provider’s address for Notice is: Clover Basin Animal Hospital, 1425 South Airport Road, Longmont, Colorado, 80503. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice of Arbitration is received, either you or Provider may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Provider must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Provider in settlement of the dispute prior to the award, then Provider will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.00.

(f) Fees; Prevailing Party. If you commence arbitration in accordance with these Terms, Provider will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. The party prevailing in any arbitration shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

(g) No Class Actions. YOU AND PROVIDER AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Provider otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

(h) Modifications to this Arbitration Provision. If Provider makes any future change to this arbitration provision, other than a change to Provider’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Provider’s address for Notice of Arbitration, in which case (i) your account with Provider and your right to access and use the Membership Plan and the Membership Plan Services will be immediately terminated and (ii) this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

(i) Enforceability. If Section 10(h) or the entirety of this Section 10 is found to be unenforceable, then the entirety of this Section 10 (other than Section 10(b)) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 13 will govern any action arising out of or related to these Terms, the Membership Plan or the Membership Plan Services.

(j) YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS, THE MEMBERSHIP PLAN OR THE MEMBERSHIP PLAN SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

11. Modification.

(a) Provider reserves the right, in its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Site or any of the other Membership Plan Services. If Provider updates these Terms, it will update the “last updated” date at the top of the Terms. Please check these Terms periodically for changes. Your continued use of the Membership Plan and the Membership Plan Services after the posting of changes constitutes your binding acceptance of such changes. In the event of a change to these Terms that materially modifies your rights or obligations, Provider will use commercially reasonable efforts to notify you of such change. Provider may provide notice through a pop-up or banner within the Site or any of the Membership Plan Services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, Provider may require you to provide consent by accepting the changed Terms. If Provider requires your acceptance of the changed Terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by Provider, such amended Terms will automatically be effective, replacing the previously-effective Terms or fees, thirty (30) days after they are initially posted on any of the Membership Plan Services. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR ENROLLMENT IN THE MEMBERSHIP PLAN AND USE OF THE MEMBERSHIP PLAN SERVICES.

To the extent that any modifications to the Terms are not allowed under applicable laws, the prior most recent version of the Terms or Additional Terms shall continue to apply.

(b) Provider reserves the right to modify, in its absolute discretion and without notice to you (or any other User), the Membership Plan and the Membership Plan Services and their content, including its design and the services that are provided through them.

12. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, in whole or in part, but may be assigned by Provider without restriction or notification to you. Any prohibited assignment shall be null and void.

13. Governing Law. These Terms and the relationship between you and Provider shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its principles of conflict of laws. The exclusive jurisdiction in every matter and/or issue regarding the Terms of Use that is not subject to arbitration or any exception pursuant to Section 10 will be exclusively granted to the state and Federal courts that have jurisdiction over Longmont, Colorado. The party prevailing in any legal suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.

14. Consent to Electronic Communications. By enrolling in a Membership Plan or using the Membership Plan Services, you consent to receiving electronic communications in connection with the Membership Plan or the Membership Plan Services, including by telephone, text, email, use of automatic dialing devices and/or pre-recorded/artificial automated voice or text messages, at any residential or wireless telephone number or email address provided to Provider by Member. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

15. Miscellaneous. These Terms and the Privacy Policy constitute the entire agreement between you and Provider concerning the Membership Plan and the Membership Plan Services. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms, the use of the word “including” means “including but not limited to”. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. NO WAIVER OF ANY TERM OF THESE TERMS SHALL BE DEEMED A FURTHER OR CONTINUING WAIVER OF SUCH TERM OR ANY OTHER TERM, AND A PARTY’S FAILURE TO ASSERT ANY RIGHT OR PROVISION UNDER THESE TERMS SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR PROVISION. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

16. Contact Information. The Membership Plan and the Membership Plan Services are offered by Clover Basin Animal Hospital, 1425 South Airport Road, Longmont, Colorado, 80503. If you have any questions, complaints, or claims regarding the Membership Plans or the Membership Plan Services, you may contact us by sending correspondence to that address or by emailing us at info@cloverbasinvet.com

17. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Membership Plan Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Membership Plans and the Membership Plan Services or to receive further information regarding use of the Membership Plans or the Membership Plan Services.