Last updated · 1 SEPTEMBER 2026
VPR (Veterinary Pharmacy Reference) Developer Platform — B2B Integration Partners
This API Partner Terms & Conditions of Use ("Agreement") is entered into between Veterinary Software Associates, LLC ("VSA," "we," "us," or "our"), and the entity registering for or accessing the VPR developer platform, sandbox environment, or production API ("Partner," "you," or "your"). By registering for developer access, accessing the sandbox environment, or using the VPR API in production, you agree to be bound by this Agreement. This Agreement establishes the baseline terms applicable to all API Partners. Partner-specific commercial terms — including rate limits, fees, revenue share (if any), and negotiated service levels — are set forth in a separate commercial agreement executed between Partner and VSA (the "Commercial Agreement"). In the event of a conflict between this Agreement and a Partner's Commercial Agreement, the Commercial Agreement controls with respect to the specific terms it addresses.
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API Access: Sandbox and Production
1.1 Sandbox Environment. VSA provides a sandbox environment for Partner to develop and certify its integration prior to production access. The sandbox environment is intentionally rate-limited to a level sufficient for development and certification testing. There is no charge for sandbox access as of the effective date of this Agreement; however, VSA reserves the right to introduce a fee for sandbox access in the future, which will be defined in Partner's Commercial Agreement.
1.2 Production Access and Rate Limits. Production API access, including applicable rate limits, is granted pursuant to Partner's Commercial Agreement. Rate limits are negotiated on a per-Partner basis and are set forth separately for the sandbox and production environments.
1.3 Fees and Overages. Production API access is billed pursuant to a fixed monthly fee as set forth in Partner's Commercial Agreement. API usage exceeding Partner's agreed rate limit will incur an overage fee, as defined in Partner's Commercial Agreement.
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Fair Use
Partner agrees not to, and not to permit any third party to:
(a) exceed Partner's agreed rate limits through repeated or automated calls designed to circumvent those limits;
(b) cache, store, or otherwise persist any data or content returned by the VPR API, except as expressly permitted in Section 4 (Drug-ID Mapping Data) or as separately authorized in writing in Partner's Commercial Agreement;
(c) write, transmit, or otherwise route any data or content returned by the VPR API to any third-party database, application, or interface for the purpose of reducing, avoiding, or minimizing calls to the VPR API;
(d) resell, sublicense, or otherwise make available VPR API data or outputs as a standalone product or as part of a competing reference product; or
(e) use the VPR API to scrape, extract, or reconstruct a substantial portion of the underlying VPR drug database. VSA's drug data is dynamic and is updated on an ongoing basis, [currently at least weekly or monthly as needed]. Caching, storing, or otherwise persisting VPR data outside of the limited exception in Section 4 risks exposing end users to outdated drug or dosage information, which VSA considers a risk to patient safety and a material breach of this Agreement. Partner acknowledges that any such violation may cause irreparable harm to VSA for which monetary damages would be inadequate, and VSA shall be entitled to seek injunctive or other equitable relief without posting bond.
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Data Write-Back and Audit/Compliance Records
3.1 Optional Write-Back. The VPR API allows Partner to optionally transmit certain data to VSA in connection with Partner's use of the API, including patient names, prescription identifiers, and drug mapping data. Use of this write-back functionality is optional and is not required for Partner to use the VPR API's core dosage calculation, drug lookup, and interaction-checking functionality.
3.2 Drug-ID Mapping. Partner is solely and fully responsible for establishing and maintaining an accurate mapping between Partner's internal drug identifiers and VSA's drug identifiers ("Drug-ID Mapping"). VSA does not change or reassign drug identifiers in a manner intended to disrupt existing Drug-ID Mappings, but Partner remains responsible for keeping its Drug-ID Mapping current, including in connection with VSA's periodic drug database updates. VSA will use commercially reasonable efforts to provide Partner with at least thirty (30) days’ advance notice of material changes to drug identifiers that may affect existing Drug-ID Mappings.
3.3 VSA as System of Record for Audit and Compliance. Where Partner's integration is used to generate and provide a Client Information Sheet, drug information sheet, or dosage/interaction guidance to a pet owner, VSA's records of that action (including any associated patient, prescribing, and dosage information transmitted to VSA) serve as the audit and compliance record of that event, regardless of whether the underlying transaction also originated or is separately recorded in Partner's own system. These audit and compliance records will be retained for a period of seven (7) years following the date of the applicable transaction, or such longer period as may be required by applicable law.
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Drug-ID Mapping Data — Limited Caching Exception
Notwithstanding Section 2(b), Partner may retain, cache, and maintain an internal Drug-ID Mapping table solely to facilitate the translation or mapping between Partner’s internal drug identifiers and VSA’s drug identifiers. Such Drug-ID Mapping table may contain only the minimum information necessary for this purpose and may not be used for any other purpose.
Except for the foregoing limited exception, Partner shall not cache, store, retain, reproduce, or otherwise persist any data or content obtained through the VPR API. Any caching, storage, retention, or other persistence of VPR API data beyond this limited exception shall require a separate written agreement between Partner and VSA expressly authorizing the specific proposed use and establishing appropriate protections for VSA’s interests.
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Data VSA Receives From Partner
In connection with Partner's use of the VPR API, VSA will collect and store Partner's API keys and related authentication data, and will associate transactional volume, usage volume, and API call data with Partner and with the practices accessing VPR through Partner's integration. This differs from VSA's legacy integration model, under which VSA's database did not store any partner-originated data.
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Data Security and Breach Notification
Partner agrees to maintain reasonable administrative, technical, and physical safeguards for any VPR API credentials, data, and content in its possession, which safeguards shall be no less protective than industry-standard practices for protecting sensitive data. Partner will notify VSA within seventy-two (72) hours of discovering any actual or reasonably suspected unauthorized access to, or breach involving, VPR API credentials, data, or content in Partner's possession or control. Such notification shall include, to the extent known: (i) a description of the nature of the incident; (ii) the categories and approximate number of records affected; and (iii) the measures taken or proposed to address the incident. Partner shall cooperate with VSA in investigating and remediating any such incident and shall not make any public statements regarding the incident without VSA’s prior written consent.
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Data Scope; HIPAA
7.1 Nature of Data. The data exchanged through the VPR API relates exclusively to veterinary and animal health information and, as of the effective date of this Agreement, is understood by VSA to fall outside the scope of the U.S. Health Insurance Portability and Accountability Act ("HIPAA"). Notwithstanding the foregoing, the parties acknowledge that certain data elements exchanged via the VPR API (including pet owner names, addresses, and prescription information) may constitute personally identifiable information (“PII”) under applicable state privacy laws. Each party shall handle such PII in compliance with applicable privacy and data protection laws, including without limitation any applicable state consumer privacy laws. Partner is responsible for its own independent compliance determination with respect to any data Partner separately collects, stores, or processes outside of the VPR API.
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Intellectual Property in API Outputs
8.1 License Grant. Subject to Partner's compliance with this Agreement, VSA grants Partner a limited, non-exclusive, non-transferable, revocable license to display and use the output of VPR API calls ("API Output") solely for use by, and for the benefit of, the veterinary practices using Partner's product or platform. This license does not convey any ownership interest in the API Output or the underlying VPR drug database, all of which remain the exclusive property of VSA.
8.2 Restrictions. API Output may not be resold, sublicensed, used in any third-party application other than Partner's own product, commercialized, monetized independent of Partner's product, or used for third-party marketing purposes to or on behalf of any industry, including without limitation the pharmaceutical industry. The restrictions in this Section 8.2 apply to use by or disclosure to genuine external third parties, and do not restrict Partner's use of API Output within Partner's own product for the practices Partner serves.
8.3 No Model Training or Competing Products. Partner may not use API Output, or any other data or content obtained through the VPR API, to train, fine-tune, or otherwise develop any machine learning model, or to build or contribute to any product that competes with the VPR platform.
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Service Level Commitment
VSA will use commercially reasonable efforts to maintain 99.5% uptime for the production VPR API, measured on a monthly basis, excluding scheduled maintenance windows for which VSA provides at least 48 hours’ advance notice. As of the effective date of this Agreement, VSA does not provide service credits for failure to meet this commitment. VSA may agree to a higher service level commitment, and/or service credits, with individual Partners as set forth in their respective Commercial Agreement. VSA shall not be responsible for any downtime caused by: (a) Partner’s equipment, software, or network connections; (b) third-party services or systems outside VSA’s reasonable control; (c) force majeure events; or (d) Partner’s failure to comply with this Agreement.
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Indemnification
10.1 Partner Indemnification of VSA. Partner will indemnify, defend, and hold harmless VSA and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Partner's Drug-ID Mapping, including any error, omission, or delay in maintaining an accurate Drug-ID Mapping; (b) Partner's breach of this Agreement; (c) Partner's use of the VPR API or API Output in violation of Section 2 or Section 8; (d) Partner’s violation of any applicable law or regulation; (e) Partner’s negligence or willful misconduct; or (f) any claim by a third party (including any veterinary practice or pet owner) arising from Partner’s products, services, or conduct.
10.2 VSA Indemnification of Partner. VSA will indemnify, defend, and hold harmless Partner from and against any third-party claim alleging that the VPR API, as provided by VSA and used in accordance with this Agreement, infringes a valid United States patent or copyright; provided, however, that: (a) Partner promptly notifies VSA in writing of any such claim; (b) Partner grants VSA sole control of the defense and settlement of such claim; and (c) Partner provides reasonable cooperation at VSA’s expense. VSA shall have no obligation under this Section 10.2 to the extent a claim arises from: (i) Partner’s modification of the VPR API or API Output; (ii) Partner’s combination of the VPR API with other products or services not provided by VSA; (iii) Partner’s use of the VPR API other than in accordance with this Agreement; or (iv) Partner’s continued use of the VPR API after VSA has provided a non-infringing alternative. This Section 10.2 states VSA’s entire liability and Partner’s sole remedy with respect to any claim of infringement. VSA’s indemnification obligations under this Section 10.2 are subject to the limitation of liability set forth in Section 11.
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Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VSA’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID TO VSA DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. The foregoing waiver and limitation shall not apply to Partner’s indemnification obligations under Section 10.1, or to Partner’s breach of Section 2 (Fair Use) or Section 8 (Intellectual Property in API Outputs).
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Term and Termination
12.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon ninety (90) days’ prior written notice to the other party.
12.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving notice of the breach.
12.3 Effect of Termination; Data Purge. Partner is prohibited from caching VPR data except as permitted under Section 4 (Drug-ID Mapping Data). If Partner has a separate written agreement authorizing limited caching of additional data under Section 4, Partner must purge that data within thirty (30) days following termination of this Agreement.
12.4 Continuity for Practices. If VSA terminates this Agreement or Partner's API access, VSA will notify affected veterinary practices of their options for continuing to access VPR directly or through an alternative integration.
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Changes to This Agreement
VSA may update this Agreement from time to time by posting the revised terms to the VSA developer portal. VSA will provide Partner with at least thirty (30) days’ advance notice of any material changes by email to the address associated with Partner’s developer account. If VSA determines that a change is material, Partner will be required to accept the updated Agreement before continuing to access the VPR API. Material changes include, without limitation, changes to pricing, liability terms, indemnification, data handling practices, or intellectual property terms. VSA retains discretion to identify other changes as material. Partner’s continued use of the VPR API following the effective date of any non-material changes constitutes acceptance of those changes.
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Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Frederick County, Maryland, and each party hereby consents to the personal jurisdiction of such courts. Each party waives any objection to venue in such courts and any claim that such forum is inconvenient.
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Version Control and Acceptance Records
Each version of this Agreement is maintained with a version number and effective date within the VSA developer portal. Partner's acceptance of this Agreement, and of each subsequent material update, is logged by VSA and includes the accepting user's identity, the date and time of acceptance, and the version of the Agreement accepted, for compliance and audit purposes.
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Overlap with Retail User Agreement
If Partner (or an individual within Partner's organization) also accesses the VPR platform as a Retail User in a manner requiring separate acceptance of the Retail User End-User License Agreement, Partner must accept both this Agreement and the Retail User End-User License Agreement as applicable to each respective use.
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Relationship to Legacy Integration Terms
This Agreement supersedes and replaces any prior integration terms, FAQs, or documentation governing Partner's access to VSA's legacy (pre-cloud) integration methods, to the extent Partner transitions to the VPR API described herein.
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Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE VPR API, API OUTPUT, AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. VSA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VSA DOES NOT WARRANT THAT THE VPR API WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THE API OUTPUT IS INTENDED TO SUPPLEMENT, NOT REPLACE, THE PROFESSIONAL JUDGMENT OF A LICENSED VETERINARIAN. VSA MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DRUG INFORMATION, DOSAGE CALCULATION, OR INTERACTION DATA PROVIDED THROUGH THE VPR API.
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Confidentiality
19.1 Confidential Information. “Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement, including without limitation business plans, technical data, API specifications, pricing, customer information, and any information marked as confidential. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction.
19.2 Obligations. Each party agrees to: (a) maintain the confidentiality of the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose such Confidential Information to any third party except to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) not use such Confidential Information for any purpose other than as necessary to perform its obligations or exercise its rights under this Agreement. These confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years.
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General Provisions
20.1 Assignment. Partner may not assign or transfer this Agreement or any rights hereunder without VSA’s prior written consent. Any attempted assignment in violation of this Section shall be void. VSA may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.
20.2 Entire Agreement. This Agreement, together with any applicable Commercial Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral, concerning its subject matter.
20.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.
20.4 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.
20.5 Independent Contractors. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, or employment relationship between the parties.
20.6 Force Majeure. Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, or failures of third-party telecommunications or power supply.