Patterson Veterinary Order Terms & Conditions ("Order")

Order Placement

Patterson Veterinary-Supply, Inc. ("Patterson"), administers and offers, through Global Safety Management, Inc. DBA TotalSDS ("TOTALSDS"), AutoSDS, a safety data management software service ("Service") for your office.

Fees

During the term of this Order, Patterson will bill Customer for Service on a monthly basis. There are fees associated with the following:

• AutoSDS One Time Setup
• AutoSDS Binder Processing
• AutoSDS Monthly Subscription
• AutoSDS Manual Item Request, per location, for each item requested in excess of your contracted amount per month (Non Patterson Items)

Talk with your Patterson representative for details on these fees.

If Customer fails to make any payment when due, Customer will pay a late charge not to exceed the lesser of 1.5% per month of the late payment or the maximum lawful amount.

Term and Termination

This Order may be terminated by Customer by calling Patterson at 1-800-294-8504 to cancel and cease use of the Service. This Order and the Service offered hereunder will terminate in the event Customer's agreement to TOTALSDS's Terms & Conditions is terminated pursuant to its terms. This Order is effective until terminated. Patterson may terminate this Order upon thirty (30) days advance written notice if it elects to cease offering the Service or effective immediately if Customer fails to pay any amount owing to Patterson or fails to comply with any term of this Order. All provisions of this Order relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Patterson's proprietary rights shall survive its termination.

Data Sharing

In order to provide the Service and make improvements to the Service, Patterson and TOTALSDS must share certain customer identifiable data. Customer identifiable data provided by Patterson to TOTALSDS includes, but is not limited to, customer name, email address, billing-related information, and merchandise purchase history for all products purchased from Patterson requiring SDS. Customer identifiable data provide by TOTALSDS to Patterson includes, but is not limited to, billing-related information and customer-specific Service usage data. All shared data will be transmitted in a secure fashion and will be stored in a secure manner.

Disclaimer of Warranty

Disclaimer of Liability

Limitation of Liability

GOVERNING LAW

THIS DOCUMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA, WITHOUT REGARD TO ITS PROVISIONS ON CONFLICTS OF LAW.

Electronic Signature

Signatures to this Order may be electronic, and any signature obtained in this manner shall be considered appropriately authorized, legally binding and original.

License and Permitted Use

TOTALSDS provides software systems designed for the recording, retention, accessing and managing of Safety Data Sheets (SDS) (the "TOTALSDS System"). The TOTALSDS System includes developed internet pages ("Service Pages") displaying the SDS provided by Customer to TOTALSDS for loading onto the TOTALSDS System, or obtained from manufacturer on behalf of customer ("Customer SDSs"), as well as pages which assist in managing SDS documents per location, chemical risk potential, and other factors (the "Management Pages"). TOTALSDS hereby grants to Customer a non-exclusive and non-transferable license to:

1. Enable "Permitted Customer Users" to access the Service Pages and Management Pages herein for the term of this Subscription;
2. Print SDS forms and management reports from the Service Pages;
3. Demonstrate the access and functionality of the Service Pages and Management pages to Customer officers, directors and managers, as well as any regulatory personnel inquiring about Customer's compliance with SDS maintenance and accessibility requirements.

Customer is specifically prohibited from:

• decompiling, reverse engineering, disassembling or creating derivative works from the product;
• removing or obscuring any proprietary notices including, but not limited to, any and all copyright, trademark and patent designations contained in the TOTALSDS System;
• uploading, posting, e-mailing, transmitting, publishing, re-publishing, distributing, displaying or otherwise making the Service Pages or Management Pages available to any person other than a Permitted Customer User, except as specifically agreed to by TOTALSDS in writing;
• using the Service Pages or Management Pages as a portion of services or products which Customer sells, licenses, leases or otherwise provides to others, except as specifically agreed to by TOTALSDS in writing;
• download the SDSs, Service Page images or Management Page images or content to any system other than the TOTALSDS System, except as specifically agreed to by TOTALSDS in writing;
• in any way sublicense the license provided hereunder, except as specifically agreed to by TOTALSDS in writing;
• remove, modify, hide, or otherwise make unreadable or non-viewable any notice, legend, advice, watermark or other designation contained on the Service Pages, Management Pages or otherwise contained in the TOTALSDS System;
• dismantle, interfere with or otherwise tamper with any firewall, technological access limitation, or other functional aspect of the TOTALSDS System (in addition to breaching this agreement, any attempt to do so may violate the Digital Millennium Copyright Act of 1998, potentially subjecting the violator to civil and criminal penalties);
• interrupt or attempt to interrupt the operation of the TOTALSDS System;

TOTALSDS reserves the right to log off from the TOTALSDS System any Permitted Customer Users who violate the provisions of this agreement. Customer may provide a link to the TOTALSDS System on any portal or intranet system of Customer accessible to Permitted Customer Users, but may not otherwise provide any link or reference to the TOTALSDS System or website of TOTALSDS except as specifically agreed to by TOTALSDS in writing. Customer agrees to immediately cancel the access of any Permitted Customer User who is terminated from employment or independent contractor status with Customer, or otherwise disavows their agreement to abide by Customer's limitations under this agreement.

Representations & Warranties of Customer

Customer warrants that each SDS and other item it provides to TOTALSDS for loading onto the TOTALSDS System is covered by relevant "fair use" or applicable license to be provided to Customer's employees and independent contractors through the TOTALSDS System. Customer has independently determined the regulatory requirements with regard to accessibility of SDSs and other chemical safety information, and is not relying upon any express or implied advice of TOTALSDS to determine Customer's industrial hygiene and safety needs. Customer warrants that only employees and independent contractors of Customer who have agreed to uphold the intellectual property rights of TOTALSDS related to the TOTALSDS System, who are included in the number of Permitted Customer Users agreed to herein by Customer and TOTALSDS, and who otherwise meet TOTALSDS's requirements for Permitted Customer Users will be provided access to the TOTALSDS System by or through Customer. Customer warrants that Customer will diligently protect and cause its Permitted Customer Users to protect passwords and access to the TOTALSDS System.

TOTALSDS is not serving as legal or regulatory counsel to Customer in any manner, and neither the TOTALSDS System, any information provided on the TOTALSDS System, any implied functionality of the TOTALSDS System, nor any communication between Customer and TOTALSDS should be considered to be legal or regulatory advice, or constitute an assurance that use of the TOTALSDS System will be sufficient to meet any regulatory, negligence, or other legal standard of care.

TOTALSDS does not create, author, or verify the accuracy, completeness, or currency of any Safety Data Sheets (SDSs) or chemical safety information provided through the TOTALSDS System. All SDSs are created and provided by chemical manufacturers, suppliers, or other third parties. TOTALSDS makes no representations or warranties regarding the accuracy, reliability, completeness, or timeliness of any SDS content, chemical safety information, or regulatory compliance data accessed through the TOTALSDS System. Customer acknowledges and agrees that TOTALSDS is providing data management and access services only, and that Customer is solely responsible for verifying the accuracy and adequacy of all SDS information for Customer's specific use, regulatory compliance requirements, and safety programs. Customer should not rely on the TOTALSDS System as the sole source for chemical safety decisions and should independently verify all safety information with original manufacturers or qualified safety professionals.

Data Security and Confidentiality

TOTALSDS will implement and maintain commercially reasonable technical and organizational security measures to protect Customer data from unauthorized access, use, or disclosure. These measures include, but are not limited to, encryption of data in transit and at rest, access controls, regular security assessments, and employee training on data protection practices.

Customer data remains the property of Customer. TOTALSDS will use Customer data solely for the purpose of providing the Service and will not disclose Customer data to third parties except as required by law or as necessary to provide the Service. TOTALSDS agrees to maintain the confidentiality of all Customer information and will not use such information for any purpose other than fulfilling its obligations under this agreement.

Both parties acknowledge that Customer data may be subject to backup and disaster recovery procedures and may be processed in facilities located in the United States. TOTALSDS will notify Customer promptly of any known unauthorized access to or disclosure of Customer data.

Intellectual Property Warranty of TOTALSDS

TOTALSDS warrants that it owns or has rights to grant the license granted hereunder. TOTALSDS further warrants that the TOTALSDS System software does not infringe any U.S. copyrights, patents, trade secrets, or other proprietary rights of any third party. TOTALSDS's liability for any breach of the foregoing warranty is to defend the Customer and pay any final judgment in connection with any third-party claim based on infringement or misappropriation of U.S. copyrights, patents, trade secrets, or other proprietary rights of any third party arising out of the use of the TOTALSDS System. Notwithstanding the foregoing, TOTALSDS will have no indemnification obligation hereunder with respect to claims based on: (i) the combination of the TOTALSDS System with any other software or hardware, (ii) modifications of the TOTALSDS System not made by TOTALSDS, or (iii) Customer's failure to implement changes recommended by TOTALSDS if the infringement would have been avoided in the absence of such combination, modifications or failure to implement recommended changes.

Functionality Warranty

TOTALSDS warrants that the TOTALSDS System shall perform substantially in accordance with TOTALSDS's specifications and instructions, provided that outages and limitations may occur (i) for scheduled maintenance, (ii) due to outages of internet and/or the public switched telephone network, or (iii) the occurrence of a force majeure event (collectively, "Excusable Downtime"). TOTALSDS warrants that the TOTALSDS System will be available to Customer during the term at least 95% of the time during each month, excluding Excusable Downtime. TOTALSDS shall use commercially reasonable information technology security measures in the operation of all Service Pages and Management Pages.

Limitation of Liability

Except for the warranties set forth herein, TOTALSDS makes no other warranty of any kind, and disclaims any warranties which may otherwise be implied from the terms of this agreement or from the TOTALSDS System or any marketing thereof, including but not limited to hardware or software compatibility, security, accuracy or timeliness. There is no warranty that the TOTALSDS System will meet Customer's requirements, that the TOTALSDS System and servers upon which it is hosted will be free from computer viruses or security compromising potential. To the maximum extent permitted under the law, the Uniform Commercial Code and the Uniform Computer Transaction Act, and the enacted versions of those uniform statutes, shall not apply to this agreement. Except in the case of intentionally malicious conduct, neither party shall be liable to the other party for consequential damages including punitive, exemplary, special, incidental, indirect, loss of profits, goodwill or other intangible losses or similar damages even if advised of the possibility of such damages, to the fullest extent of the law. The liability of TOTALSDS, its agents, affiliates, licensors arising out of any kind of legal claim, whether in contract, tort or otherwise, in any way connected with the TOTALSDS System or TOTALSDS is limited to the fees actually received by TOTALSDS from Patterson for the Service provided to Customer.

Miscellaneous

Changes

All content contained herein is subject to change without notice. TOTALSDS reserves the right to change or modify the terms and conditions applicable to the use of this site at any time. Such changes, modifications, additions, or deletions to the terms and conditions of use shall be effective immediately upon notice thereof, which may be given by any means including, but not limited to, posting new terms and conditions on the site. Any use of the site after such notice shall be deemed to constitute acceptance by you of such changes, modifications, additions, or deletions. TOTALSDS may terminate, change, suspend or discontinue any aspect of the site, including the availability of any features of the site, at any time. TOTALSDS may also impose limits on certain features and services or restrict your access to parts of the site without notice or liability.

Applicable Law

This agreement is created and controlled by TOTALSDS. The laws of the State of Florida, without regard to its conflict of laws principles, will govern these terms and conditions. TOTALSDS reserves the right to make changes to its site and these terms and conditions at any time. User hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the state or federal courts located in Florida for any litigation arising out of or relating to use of the TOTALSDS System (and agrees not to commence any litigation relating thereto except in such courts).

Termination

TOTALSDS may terminate User's access, or suspend any User's access to all or part of the TOTALSDS System, without notice, for any conduct that TOTALSDS, in its sole discretion, believes is in violation of any applicable law or is harmful to the interests of another User, a third-party Provider, a service provider, or TOTALSDS.

Severance

Any provision in these Terms of Use that is declared prohibited or unenforceable by a court of competent jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions or affecting the validity or enforceability of such provision in any other jurisdiction.

Acknowledgement

The Terms of Use, including all documents referenced herein, represents the entire understanding between you and TOTALSDS regarding your relationship with TOTALSDS and supersedes any prior statements or representations. YOU AGREE TO BE BOUND BY THE TERMS OF USE by using the TOTALSDS System. The aforementioned Terms of Use are subject to change.

International Users and Jurisdiction

The TOTALSDS System is maintained, located, and controlled by TOTALSDS. TOTALSDS makes no representation that materials on the system are appropriate or available for use at other locations outside of the United States or Canada and access to the system from territories where the system's contents are illegal is prohibited. If you access this system from locations outside the United States or Canada, you are responsible for compliance with all local laws.

Export Restrictions

You may not access, download, transmit, use or export the system, or the Content provided on the system, in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the services and products of TOTALSDS in violation of any such restrictions, laws or regulations, or without all necessary approvals, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction. As applicable, you shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your own use of the services of TOTALSDS outside the U.S. Neither the services of TOTALSDS nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, (i) into Cuba, Iran, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Denied Persons List. By agreeing to these Terms and Conditions of Use, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. The above country list is subject to change without further notice from TOTALSDS, and you must comply with the list as it exists in fact.